WABASH NATIONAL CORP
10-Ks and 10-Qs
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
OR
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¨
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TRANSITION
REPORT UNDER SECTION 13 OR 15 (d) OF
THE
SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ____________ to ____________
Commission
File Number:
1-10883
WABASH NATIONAL
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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52-1375208
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(State
of Incorporation)
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(IRS
Employer
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Identification
Number)
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1000
Sagamore Parkway South,
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Lafayette, Indiana
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47905
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(Address
of Principal
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(Zip
Code)
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Executive
Offices)
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Registrant’s telephone
number, including area code: (765) 771-5300
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes
x
No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).
Yes
¨
No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer
¨
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Accelerated
filer
¨
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Non-accelerated
filer
x
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(Do
not check if a smaller reporting company)
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Smaller
reporting company
¨
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
¨
No
x
The
number of shares of common stock outstanding at October 28, 2010 was
68,294,834.
WABASH
NATIONAL CORPORATION
INDEX
FORM
10-Q
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Page
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Item
1.
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Financial
Statements
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Condensed
Consolidated Balance Sheets at
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3
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September
30, 2010 and December 31, 2009
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Condensed
Consolidated Statements of Operations
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4
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for
the three and nine months ended September 30, 2010 and
2009
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Condensed
Consolidated Statements of Cash Flows
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5
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for
the nine months ended September 30, 2010 and 2009
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Notes
to Condensed Consolidated Financial Statements
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6
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition
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18
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and
Results of Operations
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Item
3.
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Quantitative
and Qualitative Disclosures about Market Risks
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32
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Item
4.
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Controls
and Procedures
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32
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Item
1.
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Legal
Proceedings
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33
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Item
1A.
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Risk
Factors
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34
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Item
6.
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Exhibits
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34
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Signature
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34
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2
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Dollars
in thousands)
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September 30,
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December 31,
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|||||||
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2010
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2009
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|||||||
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(Unaudited)
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||||||||
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ASSETS
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||||||||
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CURRENT
ASSETS
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||||||||
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Cash
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$ | 13,395 | $ | 1,108 | ||||
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Accounts
receivable, net
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22,107 | 17,081 | ||||||
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Inventories
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129,379 | 51,801 | ||||||
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Prepaid
expenses and other
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2,694 | 6,877 | ||||||
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Total
current assets
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167,575 | 76,867 | ||||||
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PROPERTY,
PLANT AND EQUIPMENT, net
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100,994 | 108,802 | ||||||
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INTANGIBLE
ASSETS
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23,630 | 25,952 | ||||||
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OTHER
ASSETS
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9,391 | 12,156 | ||||||
| $ | 301,590 | $ | 223,777 | |||||
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LIABILITIES AND STOCKHOLDERS'
EQUITY
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||||||||
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CURRENT
LIABILITIES
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||||||||
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Current
portion of capital lease obligation
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$ | 456 | $ | 337 | ||||
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Accounts
payable
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78,754 | 30,201 | ||||||
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Other
accrued liabilities
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39,740 | 34,583 | ||||||
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Warrant
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- | 46,673 | ||||||
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Total
current liabilities
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118,950 | 111,794 | ||||||
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LONG-TERM
DEBT
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51,201 | 28,437 | ||||||
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CAPITAL
LEASE OBLIGATION
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4,334 | 4,469 | ||||||
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OTHER
NONCURRENT LIABILITIES AND CONTINGENCIES
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3,532 | 3,258 | ||||||
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PREFERRED
STOCK, net of discount, 25,000,000 shares authorized, $0.01 par value, 0
and 35,000 shares issued and outstanding, respectively
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- | 22,334 | ||||||
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STOCKHOLDERS'
EQUITY
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Common
stock 200,000,000 shares authorized, $0.01 par value, 67,854,099 and
30,376,374 shares issued and outstanding, respectively
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702 | 331 | ||||||
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Additional
paid-in capital
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597,537 | 355,747 | ||||||
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Retained
deficit
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(449,189 | ) | (277,116 | ) | ||||
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Treasury
stock at cost, 1,675,600 common shares
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(25,477 | ) | (25,477 | ) | ||||
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Total
stockholders' equity
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123,573 | 53,485 | ||||||
| $ | 301,590 | $ | 223,777 | |||||
See Notes
to Condensed Consolidated Financial Statements.
3
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars
in thousands, except per share amounts)
(Unaudited)
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Three Months
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Nine Months
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|||||||||||||||
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Ended September 30,
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Ended September 30,
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|||||||||||||||
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2010
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2009
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2010
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2009
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NET
SALES
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$ | 170,848 | $ | 88,324 | $ | 398,822 | $ | 252,467 | ||||||||
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COST
OF SALES
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164,381 | 88,645 | 388,030 | 273,495 | ||||||||||||
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Gross
profit
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6,467 | (321 | ) | 10,792 | (21,028 | ) | ||||||||||
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GENERAL
AND ADMINISTRATIVE EXPENSES
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8,019 | 7,320 | 24,249 | 24,493 | ||||||||||||
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SELLING
EXPENSES
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2,654 | 2,566 | 7,696 | 8,669 | ||||||||||||
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Loss
from operations
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(4,206 | ) | (10,207 | ) | (21,153 | ) | (54,190 | ) | ||||||||
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OTHER
INCOME (EXPENSE):
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||||||||||||||||
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Decrease
(Increase) in fair value of warrant
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3,265 | (53,983 | ) | (121,587 | ) | (53,983 | ) | |||||||||
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Interest
expense
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(1,023 | ) | (1,148 | ) | (3,048 | ) | (3,459 | ) | ||||||||
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Other,
net
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38 | (1,121 | ) | (732 | ) | (1,032 | ) | |||||||||
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Loss
before income taxes
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(1,926 | ) | (66,459 | ) | (146,520 | ) | (112,664 | ) | ||||||||
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INCOME
TAX EXPENSE (BENEFIT)
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12 | (55 | ) | 99 | (41 | ) | ||||||||||
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Net
loss
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$ | (1,938 | ) | $ | (66,404 | ) | $ | (146,619 | ) | $ | (112,623 | ) | ||||
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PREFERRED
STOCK DIVIDENDS AND EARLY EXTINGUISHMENT
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$ | - | $ | 1,096 | $ | 25,454 | $ | 1,096 | ||||||||
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NET
LOSS APPLICABLE TO COMMON STOCKHOLDERS
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$ | (1,938 | ) | $ | (67,500 | ) | $ | (172,073 | ) | $ | (113,719 | ) | ||||
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BASIC
AND DILUTED NET LOSS PER SHARE
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$ | (0.03 | ) | $ | (2.23 | ) | $ | (3.93 | ) | $ | (3.77 | ) | ||||
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COMPREHENSIVE
LOSS
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Net
loss
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$ | (1,938 | ) | $ | (66,404 | ) | $ | (146,619 | ) | $ | (112,623 | ) | ||||
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Reclassification
adjustment for interest rate swaps included in net loss
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- | 1,167 | - | 1,398 | ||||||||||||
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Changes
in fair value of derivatives, net of tax
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- | - | - | 118 | ||||||||||||
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NET
COMPREHENSIVE LOSS
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$ | (1,938 | ) | $ | (65,237 | ) | $ | (146,619 | ) | $ | (111,107 | ) | ||||
See Notes
to Condensed Consolidated Financial Statements.
4
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars
in thousands)
(Unaudited)
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Nine Months Ended September 30,
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||||||||
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2010
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2009
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|||||||
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Cash
flows from operating activities
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||||||||
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Net
loss
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$ | (146,619 | ) | $ | (112,623 | ) | ||
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Adjustments
to reconcile net loss to net cash used in operating
activities
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Depreciation
and amortization
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12,862 | 14,432 | ||||||
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Increase
in fair value of warrant
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121,587 | 53,983 | ||||||
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Stock-based
compensation
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2,466 | 2,906 | ||||||
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Changes
in operating assets and liabilities
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Accounts
receivable
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(5,026 | ) | 15,071 | |||||
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Inventories
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(77,591 | ) | 33,389 | |||||
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Prepaid
expenses and other
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2,486 | 2,084 | ||||||
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Accounts
payable and accrued liabilities
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53,710 | (17,020 | ) | |||||
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Other,
net
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907 | 232 | ||||||
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Net
cash used in operating activities
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$ | (35,218 | ) | $ | (7,546 | ) | ||
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Cash
flows from investing activities
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Capital
expenditures
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(1,154 | ) | (669 | ) | ||||
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Proceeds
from the sale of property, plant and equipment
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1,806 | 125 | ||||||
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Net
cash provided by (used in) investing activities
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$ | 652 | $ | (544 | ) | |||
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Cash
flows from financing activities
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Proceeds
from issuance of common stock, net of expenses
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71,948 | - | ||||||
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Proceeds
from exercise of stock options
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305 | - | ||||||
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Borrowings
under revolving credit facilities
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456,864 | 179,018 | ||||||
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Payments
under revolving credit facilities
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(434,100 | ) | (228,957 | ) | ||||
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Principal
payments under capital lease obligation
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(253 | ) | (250 | ) | ||||
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Proceeds
from issuance of preferred stock and warrant
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- | 35,000 | ||||||
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Payments
under redemption of preferred stock
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(47,791 | ) | - | |||||
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Debt
issuance costs paid
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- | (1,275 | ) | |||||
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Preferred
stock issuance costs paid
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(120 | ) | (2,414 | ) | ||||
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Net
cash provided by (used in) financing activities
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$ | 46,853 | $ | (18,878 | ) | |||
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Net
increase (decrease) in cash
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$ | 12,287 | $ | (26,968 | ) | |||
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Cash
at beginning of period
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1,108 | 29,766 | ||||||
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Cash
at end of period
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$ | 13,395 | $ | 2,798 | ||||
See Notes
to Condensed Consolidated Financial Statements
5
WABASH
NATIONAL CORPORATION
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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1.
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DESCRIPTION
OF THE BUSINESS
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The
condensed consolidated financial statements of Wabash National Corporation (the
“Company”) have been prepared without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the
“SEC”). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the accompanying condensed
consolidated financial statements contain all material adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the
consolidated financial position of the Company, its results of operations and
cash flows. The Company has evaluated its September 30, 2010 consolidated
financial statements for subsequent events through the date that the Company’s
consolidated financial statements were filed with the SEC and determined no
subsequent events have taken place that meet the definition of a subsequent
event that requires further disclosure in this filing. The condensed
consolidated financial statements included herein should be read in conjunction
with the consolidated financial statements and the notes thereto included in the
Company’s 2009 Annual Report on Form 10-K. Certain reclassifications
have been made to prior periods to conform to the current year
presentation. These reclassifications had no effect on net income for
the periods previously reported.
As
discussed in Note 1 to the Company’s 2009 Annual Report on Form 10-K, the year
ending December 31, 2009 was challenging for the trailer industry as the factors
negatively impacting demand for new trailers became more intense and pervasive
across the United States. According to the most recent A.C.T.
Research Company, LLC (“ACT”) estimates, total trailer industry shipments in
2009 were approximately 79,000, or a decline of 45% from the 143,000 trailers
shipped in 2008 and more than 62% lower than the 213,000 trailers shipped for
the year ended December 31, 2007. These decreases in the demand
for trailers reflected the weakness of truck freight, which trended down since
the latter part of 2006 as a result of general economic conditions and, more
particularly, declines in new home construction and the automotive
industry. As a result of these significant declines within the
trailer industry, the Company’s revenues, gross profits, financial position and
liquidity for 2009 were all negatively impacted.
In light
of these economic conditions and the decline in the Company’s operating results
and financial condition, in July 2009, the Company entered into a Securities
Purchase Agreement (the “Securities Purchase Agreement”) with Trailer
Investments, LLC (“Trailer Investments”) pursuant to which Trailer Investments
purchased shares of redeemable preferred stock and received a warrant to
purchase common stock for an aggregate purchase price of $35.0
million. On May 28, 2010 and as discussed in Notes 3 and 5, the
Company (i) closed on a public offering of the Company’s common stock, par value
$0.01 per share (the “Initial Offering”), which consisted of 11,750,000 shares
of common stock sold by the Company and 16,137,500 shares of common stock sold
by Trailer Investments as selling stockholder, each at a purchase price of $6.50
per share and (ii) entered into a Consent and Amendment No. 1 to the Third
Amended and Restated Loan and Security Agreement (the “Amended Facility”) with
its lenders. Net proceeds from the Initial Offering were used to
redeem all of its outstanding preferred stock and to repay a portion of its
outstanding indebtedness under its revolving credit
facility. Furthermore, on September 17, 2010 and as discussed in Note
4 and Note 5 below, Trailer Investments sold 9,349,032 shares of common stock in
an underwritten public offering at a purchase price of $6.75 per share (the
“Second Offering”). As a result of this Second Offering, the warrant
held by Trailer Investments was fully exercised and was no longer outstanding as
of September 30, 2010. The Company did not receive any proceeds from
the Second Offering.
6
As of
September 30, 2010, the Company’s liquidity position, defined as cash on hand
and available borrowing capacity, net of availability reserves as established in
the Amended Facility, amounted to $56.1 million, an improvement of $35.1 million
from December 31, 2009. In addition to the liquidity generated from
the Securities Purchase Agreement, the Initial Offering and the Amended
Facility, the Company has been and will continue to aggressively manage its
capital expenditures, cost structure and cash position. Capital
spending for 2009, which was limited to required replacement projects and cost
reduction initiatives, amounted to $1.0 million and is anticipated to be less
than $2.0 million for 2010. During 2008 and 2009, the Company also
implemented various cost reduction actions that have substantially decreased its
overhead and operating costs, including reductions in hourly and salary
headcount, compensation, and benefits. In addition, the Company
optimized its operations through plant, assembly line and warehouse
consolidation projects.
While the
Company has experienced historically low demand for trailers in 2010, the
overall trailer market has significantly improved from
2009. According to the most recent ACT estimates, total trailer
industry shipments for 2010 are expected to be up 46% from 2009 to approximately
115,000 units in 2010. Our backlog of orders at September 30, 2010
was $334 million, up 144% from our backlog at December 31, 2009 and 248% from
the same period in the prior year. While this trend in the overall
trailer market is encouraging to see, the Company will continue to proceed with
caution as the overall demand levels are expected to be stronger in the second
half of the year as compared to the first half.
As a
result of the May 28, 2010 closing of the Initial Offering and entering into the
Amended Facility with its lenders described in Note 3 below, the cash management
actions implemented and an overall improved trailer market outlined above, the
Company believes liquidity is adequate to fund its expected operating results,
working capital requirements and capital expenditures for the remainder of
2010.
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2.
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INVENTORIES
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Inventories
are stated at lower of cost, determined on the first-in, first-out (FIFO)
method, or market. The cost of manufactured inventory includes raw
material, labor and overhead. Inventories consisted of the following
(in thousands):
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September
30,
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December
31,
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|||||||
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2010
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2009
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|||||||
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Raw
materials and components
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$ | 32,501 | $ | 15,280 | ||||
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Work
in progress
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8,969 | 386 | ||||||
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Finished
goods
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79,816 | 26,920 | ||||||
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Aftermarket
parts
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4,315 | 4,072 | ||||||
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Used
trailers
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3,778 | 5,143 | ||||||
| $ | 129,379 | $ | 51,801 | |||||
7
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3.
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DEBT
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In May 2010, the Company entered into
the Amended Facility which further amended and restated the Company’s previous
revolving credit facility. The Amended Facility was entered into to
permit the early redemption of the Company’s Series E-G Preferred Stock and
required the Company to pay down its revolving credit facility by at least $23.0
million. The repayment did not reduce the Company’s revolving loan
commitments. Pursuant to the Amended Facility, if the availability
under the Company’s revolving credit facility is less than $15.0 million at any
time before the earlier of August 14, 2011 or the date that monthly financial
statements are delivered for the month ending June 30, 2011, the Company is
required to maintain a varying minimum EBITDA and is restricted in the amount of
capital expenditures it can make during such period. If the Company’s
availability is less than $20.0 million thereafter, the Company is required to
maintain a fixed charge coverage ratio for the 12 month period ending on the
last day of the calendar month that ended most recently prior to such time of
not less than 1.1 to 1.0. In addition, the Amended Facility modifies
the Company’s borrowing base by eliminating a $12.5 million facility reserve
while reducing the fixed assets sub-limit by $12.5 million from $30.3 million to
$17.8 million.
As of September 30, 2010, the Company
was in compliance with all covenants of the Amended Facility.
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4.
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PREFERRED
STOCK AND WARRANT
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In July 2009, the Company entered into
a Securities Purchase Agreement with Trailer Investments pursuant to which
Trailer Investments purchased 20,000 shares of Series E redeemable preferred
stock (“Series E Preferred”), 5,000 shares of Series F redeemable preferred
stock (“Series F Preferred”), and 10,000 shares of Series G redeemable preferred
stock (“Series G Preferred”, and together with the Series E Preferred and the
Series F Preferred, the “Series E-G Preferred Stock”) for an aggregate purchase
price of $35.0 million. Trailer Investments also received a warrant
that was exercisable at $0.01 per share for 24,762,636 newly issued shares of
the Company’s common stock (the “Warrant”) representing, on August 3, 2009, the
date the Warrant was delivered, 44.21% of the Company’s issued and outstanding
common stock after giving effect to the issuance of the shares underlying the
Warrant, subject to upward adjustment to maintain that percentage if currently
outstanding options were exercised. The number of shares of common
stock subject to the Warrant was also subject to upward adjustment to an amount
equivalent to 49.99% of the issued and outstanding common stock of the Company
outstanding immediately after the closing after giving effect to the issuance of
the shares underlying the Warrant in specified circumstances where the Company
would lose its ability to utilize its net operating loss carryforwards,
including as a result of a stockholder of the Company acquiring greater than 5%
of the outstanding common stock of the Company.
Trailer Investments’ ownership of the
Series E-G Preferred Stock included significant rights pursuant to the
applicable certificates of designation for the Series E-G Preferred Stock and
pursuant to the Investor Rights Agreement dated August 3, 2009 between the
Company and Trailer Investments (the “Investor Rights Agreement”). As a
result of the Redemption (as defined and further described below), except for
the payment in connection with a change of control described below, the
principal rights that previously existed but are no longer held by Trailer
Investments are (i) the right to receive the preferred dividend, (ii) veto
rights over certain significant aspects of the Company’s operations and
business, including payments of dividends, issuance of the Company’s securities,
incurrence of indebtedness, liquidation and sale of assets, changes in the size
of the Company’s board of directors, amendments to the Company’s organizational
documents (including those of its subsidiaries), and other material actions by
the Company, subject to certain thresholds and limitations, and (iii)
a right of first refusal to participate in any future private
financings.
8
The Warrant contained several
conditions, including, among other things, an upward adjustment of shares upon
the occurrence of certain contingent events, and the holder had an option
pursuant to the terms of the Investor Rights Agreement to settle the Warrant for
cash in event of a specific default. These provisions resulted in the
classification of the Warrant as a liability that was adjusted to fair value at
each balance sheet date. The warrant liability was recorded initially
at fair value with subsequent changes in fair value reflected in
earnings. Estimating fair value of the Warrant required the use of
assumptions and inputs that were observable, either directly or indirectly, were
likely to change over the duration of the Warrant with related changes in
internal and external market factors. In addition, option-based
techniques are highly volatile and sensitive to changes in the trading market
price of the Company’s common stock, which has a high historical
volatility. Because the Warrant was initially and subsequently
carried at fair value, the Company’s Statements of Operations reflected the
volatility in these estimate and assumption changes.
In May 2010, in connection with the
Initial Offering (as discussed in Note 5), the Company redeemed (the
“Redemption”) all outstanding shares of the Company’s Series E-G Preferred Stock
at a liquidation value of $1,000 per share, or $35.0 million, plus accrued and
unpaid dividends and a premium adjustment of 20% as required under the
Securities Purchase Agreement for any redemption made prior to August
2014. The Series E Preferred, Series F Preferred and Series G
Preferred paid an annual dividend rate of 15%, 16% and 18%, respectively, based
on liquidation value. The Company accrued all dividend payments on
the Series E-G Preferred Stock totaling approximately $4.8 million through the
Redemption date. The premium adjustment for early redemption of $8.0
million was applied to the sum of the liquidation value and accrued and unpaid
dividends. The total redemption price of the Series E-G Preferred
Stock, including accrued and unpaid dividends, was approximately $47.8
million. Certificates of elimination were filed on September 21, 2010
with the Secretary of State of the State of Delaware to eliminate from the
Company’s Certificate of Incorporation all provisions that were set forth in the
certificates of designation for the Series E-G Preferred Stock.
If a change of control, meaning more
than 50% of the voting power is transferred or acquired by any person other than
Trailer Investments and its affiliates, occurs within 12 months of the date of
the Redemption (on or before May 28, 2011), Trailer Investments will be entitled
to receive an aggregate payment of $74.6 million representing the difference
between what it received in the Redemption and what it would have been entitled
to receive on the date of the Redemption if a change of control had occurred on
that date.
The following table presents the
activity for the nine month period ending September 30, 2010 for the Series E-G
Preferred Stock (in thousands):
|
Series E
|
Series F
|
Series G
|
Total
Preferred
|
|||||||||||||
|
Preferred
|
Preferred
|
Preferred
|
Stock
|
|||||||||||||
|
Balance
as of December 31, 2009
|
$ | 12,984 | $ | 3,190 | $ | 6,160 | $ | 22,334 | ||||||||
|
Issuance
cost adjustment
|
2 | - | 1 | 3 | ||||||||||||
|
Accretion
|
483 | 123 | 247 | 853 | ||||||||||||
|
Accrued
and unpaid dividends
|
1,326 | 355 | 807 | 2,488 | ||||||||||||
|
Payments
under redemption of preferred stock
|
(27,092 | ) | (6,827 | ) | (13,872 | ) | (47,791 | ) | ||||||||
|
Loss
on early extinguishment of preferred stock
|
12,297 | 3,159 | 6,657 | 22,113 | ||||||||||||
|
Balance
as of September 30, 2010
|
$ | - | $ | - | $ | - | $ | - | ||||||||
9
Also in connection with the Initial
Offering, the Company amended the Warrant on May 28, 2010 (as amended, the
“Replacement Warrant”). The Warrant was modified so that (i) the
Warrant would no longer adjust or increase based upon any limitation on the
Company’s ability to fully utilize its net operating loss (“NOL”) carryforwards
and (ii) the Warrant was increased by a fixed number of 750,000 warrant shares
in lieu of the market price anti-dilution adjustment that would have otherwise
applied as a result of the Initial Offering. The Initial Offering
included 16,137,500 shares sold by Trailer Investments (the “Warrant Shares”)
pursuant to a partial exercise of the Warrant. The partial net
exercise of the Warrant was made by Trailer Investments via the forfeiture of
22,812 shares of common stock under the Warrant.
In anticipation of the Second Offering,
the Replacement Warrant was amended on September 13, 2010 to modify its cashless
exercise provision in order to facilitate determination of the number of shares
required to be withheld to pay the exercise price of the Replacement Warrant
when exercised in connection with the Second Offering.
On September 17, 2010, Trailer
Investments sold the Replacement Warrant to the several underwriters, who
exercised the Replacement Warrant in full and sold the 9,349,032 shares of
common stock underlying the Replacement Warrant in the Second
Offering. The exercise of the Replacement Warrant was made via the
forfeiture of 13,549 shares of common stock. As a result of the
Second Offering and related cashless exercise, the Replacement Warrant was fully
exercised and was no longer outstanding as of September 30,
2010. Pursuant to the terms of the Investor Rights Agreement between
the Company and Trailer Investments dated August 3, 2009, Trailer Investments
had significant rights that no longer exist as a result of the consummation of
the Second Offering. These rights included the ability to designate
five persons for election to the Company’s board of directors for so long as
Trailer Investments and its affiliates beneficially owned at least 10% of the
Company’s outstanding common stock. As a result, on September
21, 2010, the Company received resignation notices from each of the existing
four Trailer Investments board members, notifying the Company of each member’s
intent to resign from the Company’s board of directors with immediate
effect.
|
5.
|
STOCKHOLDERS’
EQUITY
|
On May 13, 2010, the Company’s
stockholders approved an amendment to the Company’s Certificate of
Incorporation, as amended, to increase the number of authorized shares of common
stock, par value $.01 per share, from 75 million shares to 200 million shares
and correspondingly, to increase the total number of authorized shares of all
classes of capital stock from 100 million shares to 225 million shares, which
includes 25 million shares of preferred stock, par value $.01 per
share.
On May 28, 2010, the Company closed the
Offering, which consisted of 11,750,000 shares of common stock sold by the
Company and 16,137,500 shares of common stock sold by Trailer Investments as
selling stockholder, each at a purchase price of $6.50 per share. The
shares of common stock sold in the Offering by Trailer Investments included
3,637,500 shares sold pursuant to the underwriters’ exercise in full of their
option to purchase additional shares to cover over-allotments. All
shares sold by Trailer Investments were issued upon the partial exercise of the
Warrant it held and the Replacement Warrant was issued to Trailer Investments on
May 28, 2010 (see Note 4 for further details). The Company did not
receive any proceeds from the sale of the shares by Trailer
Investments. The Company generated proceeds from the sale of
11,750,000 shares of common stock of $76.4 million and used the net proceeds to
redeem all of its outstanding preferred stock and to repay a portion of its
outstanding indebtedness under its revolving credit facility.
10
On
September 17, 2010, Trailer Investments sold the Replacement Warrant to the
several underwriters, who exercised the Replacement Warrant in full and sold the
9,349,032 shares of common stock underlying the Replacement Warrant in the
Second Offering at a price per share of $6.75. Pursuant to the
underwriting agreement between the Company, Trailer Investments and Morgan
Stanley & Co. Incorporated, as underwriter (the “Underwriter”), upon the
closing of the Second Offering, Trailer Investments transferred the Replacement
Warrant to the Underwriter and the Company issued 9,349,032 shares of the common
stock to the Underwriter upon the net exercise of the Replacement Warrant and
the Second Offering was consummated. The net exercise of the
Replacement Warrant was made by the Underwriter via the forfeiture of 13,549
shares of common stock issuable under the Replacement Warrant. As a
result, the Replacement Warrant was fully exercised and is no longer
outstanding as of September 30, 2010. The Company did not receive any
proceeds from the sale of these shares by Trailer Investments.
|
6.
|
FAIR
VALUE MEASUREMENTS
|
The Company has adopted the provisions
of a statement issued by the FASB on fair value measurements as it relates to
recurring financial assets and liabilities and further adopted the provisions of
this Statement as it relates to nonrecurring fair value measurement requirements
for nonfinancial assets and liabilities.
The
statement establishes a three-level valuation hierarchy for fair value
measurements. These valuation techniques are based upon the
transparency of inputs (observable and unobservable) to the valuation of an
asset or liability as of the measurement date. Observable inputs
reflect market data obtained from independent sources, while unobservable inputs
reflect the Company’s market assumptions. These two types of inputs
create the following fair value hierarchy:
|
|
·
|
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.
|
The
following table sets forth by level within the fair value hierarchy the
Company’s financial assets and liabilities that were accounted for at fair value
on a recurring basis (in thousands):
|
September 30, 2010
|
December 31, 2009
|
|||||||||||||||||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||||||||||||||
|
Liabilities
|
||||||||||||||||||||||||||||||||
|
Warrant
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | 46,673 | $ | - | $ | 46,673 | ||||||||||||||||
The
carrying amounts of accounts receivable and accounts payable reported in the
Condensed Consolidated Balance Sheets approximate fair value.
The fair
value of total borrowings is estimated based on current quoted market prices for
similar issues or debt with the same maturities. The interest rates
on the Company’s bank borrowings under its Revolving Facility are adjusted
regularly to reflect current market rates and thus carrying value approximates
fair value.
11
|
7.
|
STOCK-BASED
COMPENSATION
|
The
Company recognizes all stock-based payments to employees, including grants of
employee stock options, in the financial statements based upon their fair
value. The Company uses a binomial valuation model, which
incorporates various assumptions including volatility, expected life, dividend
yield and risk-free interest rates, to value new stock option awards it
grants. The expected life and volatility assumptions are based on the
Company’s historical experience as well as the terms and conditions of stock
option awards granted to employees.
The
Company’s policy is to recognize expense for awards subject to graded vesting
using the straight-line attribution method. The amount of
compensation costs related to stock appreciation rights, nonvested stock options
and restricted stock not yet recognized was $3.9 million at September 30, 2010,
for which the expense will be recognized through 2013.
|
8.
|
CONTINGENCIES
|
Various
lawsuits, claims and proceedings have been or may be instituted or asserted
against the Company arising in the ordinary course of business, including those
pertaining to product liability, labor and health related matters, successor
liability, environmental matters and possible tax assessments. While
the amounts claimed could be substantial, the ultimate liability cannot now be
determined because of the considerable uncertainties that
exist. Therefore, it is possible that results of operations or
liquidity in a particular period could be materially affected by certain
contingencies. However, based on facts currently available,
management believes that the disposition of matters that are currently pending
or asserted other than the matters below, which are addressed individually, will
not have a material adverse effect on the Company's financial position,
liquidity or results of operations. Costs associated with the
litigation and settlements of legal matters are reported within
General and Administrative
Expenses
in the Consolidated Statements of Operations.
Brazil
Joint Venture
In March
2001, Bernard Krone Indústria e Comércio de Máquinas Agrícolas Ltda. ("BK")
filed suit against the Company in the Fourth Civil Court of Curitiba in the
State of Paraná, Brazil. Because of the bankruptcy of BK, this
proceeding is now pending before the Second Civil Court of Bankruptcies and
Creditors Reorganization of Curitiba, State of Paraná (No. 232/99).
The case
grows out of a joint venture agreement between BK and the Company related to
marketing of RoadRailer trailers in Brazil and other areas of South
America. When BK was placed into the Brazilian equivalent of
bankruptcy late in 2000, the joint venture was dissolved. BK
subsequently filed its lawsuit against the Company alleging that it was forced
to terminate business with other companies because of the exclusivity and
non-compete clauses purportedly found in the joint venture
agreement. BK asserts damages of approximately $8.4
million.
The
Company answered the complaint in May 2001, denying any
wrongdoing. The Company believes that the claims asserted by BK are
without merit and it intends to defend its position. A trial was held
on March 30, 2010 in Curitiba, Paraná, Brazil. A ruling on the
evidence presented at the trial is not expected for several
months. The Company believes that the resolution of this
lawsuit will not have a material adverse effect on its financial position,
liquidity or future results of operations; however, at this stage of the
proceeding no assurances can be given as to the ultimate outcome of the
case.
12
Intellectual
Property
In
October 2006, the Company filed a patent infringement suit against Vanguard
National Corporation (“Vanguard”) regarding Wabash National’s U.S. Patent Nos.
6,986,546 and 6,220,651 in the U.S. District Court for the Northern District of
Indiana (Civil Action No. 4:06-cv-135). The Company amended the
Complaint in April 2007. In May 2007, Vanguard filed its Answer to
the Amended Complaint, along with Counterclaims seeking findings of
non-infringement, invalidity, and unenforceability of the subject
patents. The Company filed a reply to Vanguard’s counterclaims in May
2007, denying any wrongdoing or merit to the allegations as set forth in the
counterclaims. The case has currently been stayed by agreement of the
parties while the U.S. Patent and Trademark Office (“Patent Office”) undertakes
a reexamination of U.S. Patent Nos. 6,986,546. The Patent Office
recently notified the Company that the reexamination is complete and the Patent
Office will be reissuing U.S. Patent Nos. 6,986,546 without cancelling any
claims of the patent. Once reissued, the parties will petition the
Court to lift the stay; however, it is unknown at this time when the stay may be
lifted.
The
Company believes that its claims against Vanguard have merit, that the claims
asserted by Vanguard are without merit, and intends to vigorously defend its
position and intellectual property. The Company believes that the
resolution of this lawsuit will not have a material adverse effect on its
financial position, liquidity or future results of operations; however, at this
stage of the proceeding, no assurance can be given as to the ultimate outcome of
the case.
Environmental
Disputes
In
September 2003, the Company was noticed as a potentially responsible party (PRP)
by the U.S. Environmental Protection Agency (“EPA”) pertaining to the Motorola
52nd Street, Phoenix, Arizona Superfund Site (the “Superfund Site”) pursuant to
the Comprehensive Environmental Response, Compensation and Liability Act
(“CERCLA”). PRPs include current and former owners and operators of
facilities at which hazardous substances were allegedly disposed. The
EPA’s allegation that the Company was a PRP arises out of the Company’s
acquisition of a former branch facility located approximately five miles from
the original Superfund Site. The Company acquired this facility in
1997, operated the facility until 2000, and sold the facility to a third party
in 2002. In June 2010, the Company was contacted by the Roosevelt
Irrigation District (“RID”) informing it that the Arizona Department of
Environmental Quality (“ADEQ”) had approved a remediation plan in excess of $100
million for the RID portion of the Superfund Site, and demanded that the Company
contribute to the cost of the plan or be named as a defendant in a CERCLA action
to be filed in July 2010. The Company initiated settlement
discussions with the RID and the ADEQ in July 2010 to provide the Company with a
full release from the RID, and a covenant not-to-sue and contribution protection
regarding the former branch property from the ADEQ, in exchange for payment from
the Company. If the settlement is approved by all parties, it will
prevent any third party from successfully bringing claims against the Company
for environmental contamination relating to this former branch
property. The Company is awaiting approval from the ADEQ for the
settlement proposed by the Company in July 2010; the Company and the RID do not
expect to receive a response from the ADEQ for several months. Based
upon the Company’s limited period of ownership of the former branch property,
and the fact that the Company no longer owns the former branch property, the
Company does not anticipate that the ADEQ will reject the proposed settlement,
but no assurance can be given at this time as to the ADEQ’s response to the
settlement proposal. The proposed settlement terms have been accrued
by the Company and did not have a material adverse effect on the Company’s
financial condition or results of operations, and the Company believes that any
ongoing proceedings will not have a material adverse effect on the Company’s
financial condition or results of operations.
13
In January 2006, the Company received a
letter from the North Carolina Department of Environment and Natural Resources
indicating that a site that the Company formerly owned near Charlotte, North
Carolina has been included on the state's October 2005 Inactive Hazardous Waste
Sites Priority List. The letter states that the Company was being
notified in fulfillment of the state's “statutory duty” to notify those who own
and those who at present are known to be responsible for each Site on the
Priority List. No action is being requested from the Company at this
time. The Company does not expect that this designation will have a
material adverse effect on its financial condition or results of
operations.
|
9.
|
NET LOSS PER
SHARE
|
Per share
results have been computed based on the average number of common shares
outstanding. The computation of basic and diluted net loss per share is
determined using net loss applicable to common stockholders as the numerator and
the number of shares included in the denominator as follows (in thousands,
except per share amounts):
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Net
loss applicable to common stockholders
|
$ | (1,938 | ) | $ | (67,500 | ) | $ | (172,073 | ) | $ | (113,719 | ) | ||||
|
Basic
and diluted weighted average common shares outstanding
|
59,825 | 30,331 | 43,734 | 30,196 | ||||||||||||
|
Basic
and diluted net loss per share
|
$ | (0.03 | ) | $ | (2.23 | ) | $ | (3.93 | ) | $ | (3.77 | ) | ||||
Due to
the losses reported in 2010 and 2009, average diluted shares outstanding for the
three and nine month periods ending September 30, 2010 and 2009 exclude the
antidilutive effects of the following potential common shares (in
thousands):
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Stock
options and restricted stock
|
333 | - | 295 | 11 | ||||||||||||
|
Redeemable
warrants
|
8,028 | 20,333 | 17,234 | 6,852 | ||||||||||||
|
Options
to purchase common shares
|
1,543 | 2,143 | 1,622 | 2,164 | ||||||||||||
|
10.
|
INCOME
TAXES
|
The Company has experienced cumulative
operating losses over the most recent three year period. After
considering these operating losses and other available evidence, both positive
and negative, management determined that it was necessary to record a full
valuation allowance against its net deferred tax assets created during the
quarter and year to date periods ended September 30, 2010. As a
result, the effective income tax expense for the first nine months of 2010 was
less than $0.1 million.
The following table provides
reconciliation of differences from the U.S. federal statutory rate of 35% (in
thousands):
14
|
Nine Months Ended September 30,
|
||||||||
|
2010
|
2009
|
|||||||
|
Pretax
book loss
|
$ | (146,520 | ) | $ | (112,664 | ) | ||
|
Federal
tax benefit at 35% statutory rate
|
(51,282 | ) | (39,432 | ) | ||||
|
State
and local income tax benefit
|
(7,229 | ) | (5,621 | ) | ||||
|
Provision
for valuation allowance for net operating
|
||||||||
|
losses
- U.S. and states
|
9,308 | 22,873 | ||||||
|
Effect
of non-deductible adjustment to fair value of warrant
|
48,635 | 21,593 | ||||||
|
Effect
of non-deductible stock-based compensation
|
521 | 755 | ||||||
|
Other
|
146 | (209 | ) | |||||
|
Total
income tax expense (benefit)
|
$ | 99 | $ | (41 | ) | |||
As of
September 30, 2010, the Company had approximately $180 million of remaining U.S.
federal income tax net operating loss carryforwards (“NOLs”), which will begin
to expire in 2022 if unused and which may be subject to other limitations under
Internal Revenue Service (the “IRS”) rules. The Company has various
multistate income tax NOL carryforwards, which have been recorded as a deferred
income tax asset of approximately $17 million, before valuation
allowance. The Company also has U.S. federal income tax credit
carryforwards which will expire beginning in 2013, if unused.
The
Company’s NOLs, including any future NOLs that may arise, are subject to
limitations on use under the IRS rules, including Section 382 of the Internal
Revenue Code of 1986, as revised. Section 382 limits the ability of a
company to utilize NOLs in the event of an ownership change. The
Company would undergo an ownership change if, among other things, the
stockholders, or group of stockholders, who own or have owned, directly or
indirectly, 5% or more of the value of the Company’s stock or are otherwise
treated as 5% stockholders under Section 382 and the regulations
promulgated thereunder increase their aggregate percentage ownership of the
Company’s stock by more than 50 percentage points over the lowest percentage of
its stock owned by these stockholders at any time during the testing period,
which is generally the three-year period preceding the potential ownership
change.
In the
event of an ownership change, Section 382 imposes an annual limitation on
the amount of post-ownership change taxable income a corporation may offset with
pre-ownership change NOLs and certain recognized built-in losses. The limitation
imposed by Section 382 for any post-change year would be determined by
multiplying the value of our stock immediately before the ownership change
(subject to certain adjustments) by the applicable long-term tax-exempt rate in
effect at the time of the ownership change. Any unused annual limitation may be
carried over to later years, and the limitation may under certain circumstances
be increased by built-in gains that may be present in assets held by the Company
at the time of the ownership change that are recognized in the five-year period
after the ownership change. It is expected that any loss of the
Company’s NOLs would cause its effective tax rate to go up significantly when it
returns to profitability.
On May
28, 2010 a change of ownership did occur resulting from the issuance of
11,750,000 shares of common stock, which invoked a limitation on the utilization
of pre-ownership change NOLs under Section 382. Pre-ownership change
NOLs are approximately $178 million. Management has estimated the
annual NOL limitations under Section 382 through 2015 to be the following: $22
million for the period May 29, 2010 to December 31, 2010; $48 million for 2011;
$42 million for 2012; $40 million for 2013; $39 million for 2014; and $26
million for 2015. To the extent the limitation in any year is not
reached, any remaining limitation can be carried forward indefinitely to future
years. Post-ownership change NOLs at September 30, 2010 are approximately $2
million, which is currently not subject to utilization limits.
15
In 2009
the Company undertook a study to ensure that the change in ownership related to
the issuance of the Warrant in August 2009 did not result in a Section 382
limitation and believes that such a limitation was not
triggered. However, there can be no assurance that such a change had
not been triggered at that time due to lack of authoritative
guidance.
|
11.
|
PRODUCT
WARRANTIES
|
The following table presents the
changes in the product warranty accrual included in
Other Accrued Liabilities
(in
thousands):
|
2010
|
2009
|
|||||||
|
Balance
as of January 1
|
$ | 14,782 | $ | 17,027 | ||||
|
Provision
for warranties issued in current year
|
1,297 | 861 | ||||||
|
Additional
(recovery of) provision for pre-existing warranties
|
(354 | ) | 82 | |||||
|
Payments
|
(1,385 | ) | (1,979 | ) | ||||
|
Balance
as of September 30
|
$ | 14,340 | $ | 15,991 | ||||
The
Company offers a limited warranty for its products. With respect to
Company products manufactured prior to 2005, the limited warranty coverage
period is five years. Beginning in 2005, the coverage period for
DuraPlate
®
trailer
panels was extended to ten years, with all other products remaining at five
years. The Company passes component manufacturers’ warranties on to
its customers. The Company’s policy is to accrue the estimated cost
of warranty coverage at the time of the sale.
|
12.
|
SEGMENTS
|
a. Segment
Reporting
The
Company has two reportable segments: manufacturing and retail and
distribution. The manufacturing segment produces and sells new
trailers to the retail and distribution segment or to customers who purchase
trailers directly from the Company or through independent
dealers. The retail and distribution segment includes the sale of new
and used trailers, as well as the sale of after-market parts and service,
through its retail branch network.
Reportable
segment information is as follows (in thousands):
16
|
Retail and
|
Consolidated
|
|||||||||||||||
|
Manufacturing
|
Distribution
|
Eliminations
|
Totals
|
|||||||||||||
|
Three Months Ended September 30,
2010
|
||||||||||||||||
|
Net
sales
|
||||||||||||||||
|
External
customers
|
$ | 143,813 | $ | 27,035 | $ | - | $ | 170,848 | ||||||||
|
Intersegment
sales
|
10,732 | - | (10,732 | ) | - | |||||||||||
|
Total
net sales
|
$ | 154,545 | $ | 27,035 | $ | (10,732 | ) | $ | 170,848 | |||||||
|
(Loss)
Income from operations
|
$ | (4,588 | ) | $ | 391 | $ | (9 | ) | $ | (4,206 | ) | |||||
|
Assets
|
$ | 434,234 | $ | 97,277 | $ | (229,921 | ) | $ | 301,590 | |||||||
|
Three Months Ended September 30,
2009
|
||||||||||||||||
|
Net
sales
|
||||||||||||||||
|
External
customers
|
$ | 71,914 | $ | 16,410 | $ | - | $ | 88,324 | ||||||||
|
Intersegment
sales
|
3,457 | - | (3,457 | ) | - | |||||||||||
|
Total
net sales
|
$ | 75,371 | $ | 16,410 | $ | (3,457 | ) | $ | 88,324 | |||||||
|
(Loss)
Income from operations
|
$ | (8,284 | ) | $ | (1,961 | ) | $ | 38 | $ | (10,207 | ) | |||||
|
Assets
|
$ | 370,935 | $ | 99,714 | $ | (230,152 | ) | $ | 240,497 | |||||||
|
Nine Months Ended September 30,
2010
|
||||||||||||||||
|
Net
sales
|
||||||||||||||||
|
External
customers
|
$ | 325,985 | $ | 72,837 | $ | - | $ | 398,822 | ||||||||
|
Intersegment
sales
|
24,082 | - | (24,082 | ) | - | |||||||||||
|
Total
net sales
|
$ | 350,067 | $ | 72,837 | $ | (24,082 | ) | $ | 398,822 | |||||||
|
Loss
from operations
|
$ | (20,920 | ) | $ | (131 | ) | $ | (102 | ) | $ | (21,153 | ) | ||||
|
Assets
|
$ | 434,234 | $ | 97,277 | $ | (229,921 | ) | $ | 301,590 | |||||||
|
Nine Months Ended September 30,
2009
|
||||||||||||||||
|
Net
sales
|
||||||||||||||||
|
External
customers
|
$ | 197,175 | $ | 55,292 | $ | - | $ | 252,467 | ||||||||
|
Intersegment
sales
|
9,721 | - | (9,721 | ) | - | |||||||||||
|
Total
net sales
|
$ | 206,896 | $ | 55,292 | $ | (9,721 | ) | $ | 252,467 | |||||||
|
(Loss)
Income from operations
|
$ | (48,113 | ) | $ | (6,250 | ) | $ | 173 | $ | (54,190 | ) | |||||
|
Assets
|
$ | 370,935 | $ | 99,714 | $ | (230,152 | ) | $ | 240,497 | |||||||
b. Product
Information
The
Company offers products primarily in three general categories: new trailers,
used trailers and parts, service and other. The following table sets
forth the major product categories and their percentage of consolidated net
sales (dollars in thousands):
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||||||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||||||||||||||||||
|
$
|
%
|
$
|
%
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||||||
|
New
trailers
|
148,753 | 87.1 | 72,802 | 82.4 | 330,317 | 82.8 | 201,777 | 79.9 | ||||||||||||||||||||||||
|
Used
trailers
|
5,235 | 3.1 | 4,097 | 4.6 | 18,034 | 4.5 | 15,530 | 6.2 | ||||||||||||||||||||||||
|
Parts,
service and other
|
16,860 | 9.8 | 11,425 | 13.0 | 50,471 | 12.8 | 35,160 | 13.9 | ||||||||||||||||||||||||
|
Total
net sales
|
170,848 | 100.0 | 88,324 | 100.0 | 398,822 | 100.0 | 252,467 | 100.0 | ||||||||||||||||||||||||
17
|
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report of Wabash National Corporation (the “Company”, “Wabash” or
“we”) contains “forward-looking statements” within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements may
include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,”
“expect,” “plan” or “anticipate” and other similar words. Our “forward-looking
statements” include, but are not limited to, statements regarding:
|
|
•
|
our
business plan;
|
|
|
•
|
our
expected revenues, income or loss and capital
expenditures;
|
|
|
•
|
plans
for future operations;
|
|
|
•
|
financing
needs, plans and liquidity, including for working capital and capital
expenditures;
|
|
|
•
|
our
ability to achieve sustained
profitability;
|
|
|
•
|
reliance
on certain customers and corporate
relationships;
|
|
|
•
|
availability
and pricing of raw materials;
|
|
|
•
|
availability
of capital and financing;
|
|
|
•
|
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.
|
Although
we believe that the expectations expressed in our forward-looking statements are
reasonable, actual results could differ materially from those projected or
assumed in our forward-looking statements. Our future financial condition and
results of operations, as well as any forward-looking statements, are subject to
change and are subject to inherent risks and uncertainties, such as those
disclosed in this Quarterly Report. Important risks and factors that
could cause our actual results to be materially different from our expectations
include the factors that are disclosed in “Item 1A. Risk Factors” in our Form
10-K for the year ended December 31, 2009 and elsewhere herein, including, but
not limited to, Item 1A of Part II hereof. Each forward-looking statement
contained in this Quarterly Report reflects our management’s view only as of the
date on which that forward-looking statement was made. We are not
obligated to update forward-looking statements or publicly release the result of
any revisions to them to reflect events or circumstances after the date of this
Quarterly Report or to reflect the occurrence of unanticipated
events.
18
RESULTS
OF OPERATIONS
The
following table sets forth certain operating data as a percentage of net sales
for the periods indicated:
|
Percentage of Net Sales
|
||||||||||||||||
|
Three Months Ended
September
30,
|
Nine Months Ended
September
30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Net
sales
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
|
Cost
of sales
|
96.2 | 100.4 | 97.3 | 108.3 | ||||||||||||
|
Gross
profit
|
3.8 | (0.4 | ) | 2.7 | (8.3 | ) | ||||||||||
|
General
and administrative expenses
|
4.7 | 8.3 | 6.1 | 9.7 | ||||||||||||
|
Selling
expenses
|
1.6 | 2.9 | 1.9 | 3.5 | ||||||||||||
|
Loss
from operations
|
(2.5 | ) | (11.6 | ) | (5.3 | ) | (21.5 | ) | ||||||||
|
Decrease
(Increase) in fair value of warrant
|
1.9 | (61.1 | ) | (30.5 | ) | (21.4 | ) | |||||||||
|
Interest
expense
|
(0.5 | ) | (1.3 | ) | (0.8 | ) | (1.4 | ) | ||||||||
|
Other,
net
|
- | (1.2 | ) | (0.2 | ) | (0.3 | ) | |||||||||
|
Loss
before income taxes
|
(1.1 | ) | (75.2 | ) | (36.8 | ) | (44.6 | ) | ||||||||
|
Income
tax expense
|
- | - | - | - | ||||||||||||
|
Net
loss
|
(1.1 | )% | (75.2 | )% | (36.8 | )% | (44.6 | )% | ||||||||
In the
three and nine month periods ended September 30, 2010, we recorded net sales of
$170.8 million and $398.8 million, respectively, compared to $88.3 million and
$252.5 million in the prior year periods. Net sales increased for the
three and nine month periods ending September 30, 2010 as new trailer volumes
increased 88.9% and 55.8%, respectively, compared to the prior year periods.
Gross profit margin was 3.8% in the third quarter of 2010 compared to a negative
0.4% for the same period of 2009. The 4.2 percentage point
improvement in gross profit was driven by increased production levels resulting
in lower overhead costs per unit as compared to the prior year period which was
partially offset by lower pricing on higher volume orders and higher material
costs as a percent of sales as compared to the 2009 period. We are
encouraged as the overall trailer market continued to strengthen during the
third quarter of 2010 and our expectation is that overall production levels will
continue at our current levels for the remainder of the year; however, the
pricing environment remains competitive and will continue to have an impact on
our margins as manufacturers compete for limited opportunities in order to fill
capacity. Selling, general and administrative expenses increased in
the third quarter of 2010 compared to the 2009 period as a result of higher
employee compensation expenses and increases in professional services due to
timing on legal matters. Included in other income and expense for the
three and nine month periods ending September 30, 2010, is a $3.3 million
non-cash benefit and $121.6 million non-cash charge, respectively, which relates
to the fair value adjustment of our warrant issued to Trailer Investments as a
part of the Securities Purchase Agreement entered into in July
2009.
19
Also, on
May 28, 2010, we closed on a public offering of our common stock consisting of
11,750,000 shares sold by us and 16,137,500 shares sold by Trailer Investments
as selling stockholder, each at a purchase price of $6.50 per
share. Net proceeds from the public offering were used to redeem all
of our outstanding preferred stock and to repay a portion of our outstanding
indebtedness under our revolving credit facility. On September 17,
2010, Trailer Investments sold the Replacement Warrant to several underwriters,
who exercised the Replacement Warrant in full and sold the 9,349,032 shares
underlying the Replacement Warrant in an underwritten public offering at a price
per share of $6.75. The exercise of the warrant was made via the
forfeiture of 13,549 shares of common stock. We did not receive any
proceeds from this offering. As a result of this offering and the
related cashless exercise, the warrant was fully exercised and is no longer
outstanding and Trailer Investments no longer holds any rights in relation to us
other than certain change of control rights described below under “Liquidity and
Capital Resources.”
Our
management team continues to be focused on sizing our operations to match the
current demand environment, maintaining our cost savings initiatives,
strengthening our capital structure, developing innovative products, positioning
the Company to optimize profits as the industry continues to recover and
selecting product introductions that meet the needs of our
customers.
As a
recognized industry leader, we continue to focus on product innovation, lean
manufacturing, strategic sourcing and workforce rationalization in order to
strengthen our industry position and improve operating results.
Three Months Ended September
30, 2010
Net
Sales
Net sales in the third quarter of 2010
increased $82.5 million, or 93.4%, compared to the third quarter of
2009. By business segment, net external sales and related units sold
were as follows (dollars in millions):
|
Three Months Ended Septemer 30,
|
||||||||||||
|
2010
|
2009
|
% Change
|
||||||||||
|
Sales
by segment
|
||||||||||||
|
Manufacturing
|
$ | 143.8 | $ | 71.9 | 100.0 | |||||||
|
Retail
and distribution
|
27.0 | 16.4 | 64.6 | |||||||||
|
Total
|
$ | 170.8 | $ | 88.3 | 93.4 | |||||||
|
(units)
|
||||||||||||
|
New
trailer units
|
||||||||||||
|
Manufacturing
|
6,300 | 3,500 | 80.0 | |||||||||
|
Retail
and distribution
|
500 | 100 | 400.0 | |||||||||
|
Total
|
6,800 | 3,600 | 88.9 | |||||||||
|
Used
trailer units
|
700 | 800 | (12.5 | ) | ||||||||
Manufacturing
segment sales were $143.8 million in the third quarter of 2010, an increase of
$71.9 million, or 100.0%, compared to the third quarter of 2009 due primarily to
increased volumes. New trailer sales volumes increased 2,800 units,
or 80.0%, compared to the prior year period as a result of overall strengthened
market demand coupled with a 7.5% increase in average selling prices as compared
to the previous year period due primarily to product mix. Further, net sales
have increased $3.5 million due to increased demand in our portable storage
containers and other DuraPlate
®
composite products.
20
Retail
and distribution segment sales were $27.0 million in the third quarter of 2010,
up $10.6 million, or 64.6%, compared to the prior year third quarter. New
trailer sales increased $8.1 million, or 204.4%, due primarily to increased
volumes as a result of improved market demand. Used trailer sales
were up $1.1 million, or 27.8%, primarily due to higher average selling prices
resulting from selling higher priced late model trailers. Parts and
service sales were up $1.4 million, or 16.4%, as a result of increased market
demand.
Cost
of Sales
Cost of sales for the third quarter of
2010 was $164.4 million, an increase of $75.7 million, or 84.5%, compared to the
third quarter of 2009. As a percentage of net sales, cost of sales
was 96.2% in the third quarter of 2010 compared to 100.4% in the third quarter
of 2009.
Manufacturing
segment cost of sales, as detailed in the following table, was $139.7 million
for the third quarter of 2010, an increase of $67.4 million, or 93.2%, compared
to the 2009 period. As a percentage of net sales, cost of sales was
97.1% in the third quarter of 2010 compared to 100.6% in the 2009
period.
|
Three Months Ended September 30,
|
||||||||||||||||
|
Manufacturing Segment
|
2010
|
2009
|
||||||||||||||
|
(dollars in millions)
|
||||||||||||||||
|
% of Net
Sales
|
% of Net
Sales
|
|||||||||||||||
|
Material
Costs
|
$ | 109.2 | 75.9 | % | $ | 52.7 | 73.3 | % | ||||||||
|
Other
Manufacturing Costs
|
30.5 | 21.2 | % | 19.6 | 27.3 | % | ||||||||||
| $ | 139.7 | 97.1 | % | $ | 72.3 | 100.6 | % | |||||||||
Cost of
sales is composed of material costs, a variable expense, and other manufacturing
costs, comprised of both fixed and variable expenses, including direct and
indirect labor, outbound freight, and overhead expenses. Material
costs were 75.9% of net sales in the 2010 period compared to 73.3% in the 2009
period. The 2.6% increase results from increases in raw material
commodity and component costs, primarily steel, plastic and lumber, and lower
pricing on our higher volume orders. However, other manufacturing
costs decreased from 27.3% of net sales in the third quarter of 2009 to 21.2% in
the 2010 period. The 6.1% decrease is primarily due to increased
market demand resulted in allocating our fixed overhead costs over approximately
2,800 more new trailers sold in the current quarter as compared to the prior
year period.
Retail
and distribution segment cost of sales was $24.7 million in the third quarter of
2010, an increase of $8.3 million, or 50.7%, compared to the 2009
period. As a percentage of net sales, cost of sales was 91.4% in the
third quarter of 2010 compared to 100.0% in the 2009 period. This
improvement as a percentage of net sales was primarily the result of valuation
reserves on both new and used trailers recognized in the prior year period not
repeated in the current year period coupled with increased volumes across all
product lines for the 2010 period.
21
Gross
Profit
Gross
profit was $6.5 million in the third quarter of 2010, an improvement of $6.8
million from the prior year period. Gross profit as a percent of sales was 3.8%
for the quarter compared to a negative 0.4% for the same period in
2009. Gross profit by segment was as follows (in
millions):
|
Three Months Ended
September 30,
|
||||||||
|
2010
|
2009
|
|||||||
|
Gross
profit by segment
|
||||||||
|
Manufacturing
|
$ | 4.2 | $ | (0.4 | ) | |||
|
Retail
and distribution
|
2.3 | - | ||||||
|
Eliminations
|
- | 0.1 | ||||||
|
Total
gross profit
|
$ | 6.5 | $ | (0.3 | ) | |||
The
manufacturing segment gross profit for the third quarter of 2010 was $4.2
million, an improvement of $4.6 million from the previous year period. This
improvement in gross profit is primarily due to an increase in new trailer
volumes for the quarter.
Retail
and distribution segment gross profit in the third quarter of 2010 was $2.3
million, an increase of $2.3 million compared to the 2009
period. Gross profit as a percentage of sales was 8.6% compared to
0.0% for the prior year period primarily due to increased new trailer and parts
and service volumes.
General
and Administrative Expenses
General
and administrative expenses of $8.0 million for the third quarter of 2010
increased $0.7 million, or 9.5%, from the prior year period as a result of
higher employee compensation related expenses and increases in professional
services relating to the timing of legal defense costs.
Selling
Expenses
Selling
expenses were $2.7 million in the third quarter of 2010, an increase of
$0.1 million, or 3.4%, compared to the prior year period. This
increase was the result of slightly higher employee compensation related
expenses.
Other
Income (Expense)
Decrease in fair value of
warrant
of $3.3 million represents the income recognized as a result of
the decrease in the fair value of the Warrant issued to Trailer Investments
prior to the exercise of 9,349,032 warrant shares on September 17, 2010 in
connection with the public offering of shares by Trailer Investments on that
date.
Income
Taxes
We have experienced cumulative
operating losses over the most recent three year period. After
considering these operating losses and other available evidence, both positive
and negative, we have recorded a full valuation allowance against our net
deferred tax assets created during the quarter ended September 30,
2010. As a result, the income tax expense for the third quarter of
2010 was less than $0.1 million.
22
Nine Months Ended September
30, 2010
Net
Sales
Net sales for the first nine months
were $398.8 million, an increase of $146.3 million, or 57.9%, compared to the
2009 period. By business segment, net external sales and related
units sold were as follows (dollars in millions):
|
Nine Months Ended September 30,
|
||||||||||||
|
2010
|
2009
|
% Change
|
||||||||||
|
Sales
by segment
|
||||||||||||
|
Manufacturing
|
$ | 326.0 | $ | 197.2 | 65.3 | |||||||
|
Retail
and distribution
|
72.8 | 55.3 | 31.6 | |||||||||
|
Total
|
$ | 398.8 | $ | 252.5 | 57.9 | |||||||
|
(units)
|
||||||||||||
|
New
trailer units
|
||||||||||||
|
Manufacturing
|
13,700 | 9,000 | 52.2 | |||||||||
|
Retail
and distribution
|
1,100 | 500 | 120.0 | |||||||||
|
Total
|
14,800 | 9,500 | 55.8 | |||||||||
|
Used
trailer units
|
2,100 | 2,500 | (16.0 | ) | ||||||||
Manufacturing
segment sales were $326.0 million for the first nine months of 2010, up $128.8
million, or 65.3%, compared to the first nine months of 2009. The
increase in sales is due primarily to a 52.2% increase in new trailer shipments
with approximately 13,700 units shipped in the first nine months of 2010
compared to 9,000 units shipped in the prior year period as a result of the
overall strengthening in market demand. This increase in unit volume is coupled
with a 6.0% increase in average selling prices as compared to the previous year
period due to customer and product mix. Further, net sales have
increased $11.9 million due to increased demand in our portable storage
containers and other DuraPlate
®
composite products.
Retail
and distribution segment sales were $72.8 million in the first nine months of
2010, up $17.5 million, or 31.6%, compared to the prior year period. New
trailer sales increased $13.0 million, or 90.1%, due to a 120.0% increase
in shipments. Used trailer sales were up $2.5 million, or 16.1%, as
increases in the average selling price per unit resulting from higher priced
late model trailers more than offset the 400 unit decline in used trailer
shipments. Parts and service sales were up $2.0 million, or 8.1%, due to
increased market demand.
Cost
of Sales
Cost of sales for the first nine months
of 2010 was $388.0 million, an increase of $114.5 million, or 41.9%, compared to
the 2009 period. As a percentage of net sales, cost of sales was
97.3% for the first nine months of 2010 compared to 108.3% for the 2009
period.
23
Manufacturing
segment cost of sales, as detailed in the following table, was $320.8 million
for the first nine months of 2010, an increase of $102.2 million, or 46.8%,
compared to the 2009 period. As a percentage of net sales, cost of
sales was 98.4% for the first nine months of 2010 compared to 110.9% in the 2009
period.
|
Nine Months Ended September 30,
|
||||||||||||||||
|
Manufacturing Segment
|
2010
|
2009
|
||||||||||||||
|
(dollars in millions)
|
||||||||||||||||
|
% of Net
Sales
|
% of Net
Sales
|
|||||||||||||||
|
Material
Costs
|
$ | 244.0 | 74.8 | % | $ | 152.2 | 77.2 | % | ||||||||
|
Other
Manufacturing Costs
|
76.8 | 23.6 | % | 66.4 | 33.7 | % | ||||||||||
| $ | 320.8 | 98.4 | % | $ | 218.6 | 110.9 | % | |||||||||
Cost of
sales is composed of material costs, a variable expense, and other manufacturing
costs, comprised of both fixed and variable expenses, including direct and
indirect labor, outbound freight, and overhead expenses. Material
costs were 74.8% of net sales in the 2010 period compared to 77.2% in the 2009
period. The 2.4% decrease results from decreases in raw material
commodity and component costs, primarily aluminum. In addition, other
manufacturing costs decreased from 33.7% of net sales in the first nine months
of 2009 to 23.6% in the 2010 period. The 10.1% decrease is primarily
the result of a 4,700 unit increase in new trailer sales as compared to the
prior year period which resulted in allocating our fixed overhead costs over
more trailers.
Retail
and distribution segment cost of sales was $67.2 million in the first nine
months of 2010, an increase of $12.1 million, or 22.0%, compared to the 2009
period. As a percentage of net sales, cost of sales was 92.2% in the
first nine months of 2010 compared to 99.6% in the 2009 period. The
7.4% improvement as a percentage of sales was primarily the result of increased
volumes across all product lines coupled with valuation reserves recognized in
the prior period not repeated in the current year period.
Gross
Profit
Gross
profit for the first nine months of 2010 was $10.8 million, an increase of $31.8
million compared to the first nine months of 2009. Gross profit as a
percent of sales was 2.7% compared to negative 8.3% for the same period in
2009. Gross profit by segment was as follows (in
millions):
|
Nine Months Ended
September 30,
|
||||||||
|
2010
|
2009
|
|||||||
|
Gross
profit by segment
|
||||||||
|
Manufacturing
|
$ | 5.2 | $ | (21.4 | ) | |||
|
Retail
and distribution
|
5.7 | 0.2 | ||||||
|
Eliminations
|
(0.1 | ) | 0.2 | |||||
|
Total
gross profit
|
$ | 10.8 | $ | (21.0 | ) | |||
The
manufacturing segment gross profit was $5.2 million for the first nine months of
2010 compared to negative $21.4 million in the prior year period due to a 52.2%
increase in new trailer volumes, lower raw material and component part costs and
the favorable impact of higher sales volumes.
24
Retail
and distribution segment gross profit was $5.7 million for the first nine months
of 2010, an increase of $5.5 million compared to the 2009
period. Gross profit as a percentage of sales was 7.8% compared to
0.4% for the prior year period. This increase is primarily due to increased new
trailer and parts and service volumes.
General
and Administrative Expenses
General
and administrative expenses decreased $0.2 million, or 1.0%, to $24.2 million
for the first nine months of 2010 compared to the 2009 period as a $1.4 million
reduction in salaries and other employee related costs achieved through the
implementation of various cost cutting initiatives made during 2009 to adjust
our cost structure to match the current market demand was offset by expenses
related to annual employee incentive plans not incurred in the previous year
period and higher professional services primarily related to legal defense
costs.
Selling
Expenses
Selling
expenses decreased $1.0 million, or 11.2%, to $7.7 million in the first nine
months of 2010 compared to the prior year period. This decrease was
the result of our cost cutting initiatives to adjust our cost structure to match
the current market demand, which resulted in a $1.0 million reduction in
compensation and employee related costs in the current year.
Other
Income (Expense)
Increase in fair value of
warrant
of $121.6 million represents the expense recognized as a result
of the fair value adjustment for the warrant issued to Trailer Investments as a
part of the Securities Purchase Agreement entered into in July
2009. The increase results from the $74.6 million and $47.0 million
increases in fair value of the warrant recorded prior to the exercise of
16,137,500 warrant shares on May 28, 2010 and 9,349,032 warrant shares on
September 17, 2010, respectively.
Income
Taxes
We have experienced cumulative
operating losses over the most recent three year period. After
considering these operating losses and other available evidence, both positive
and negative, we determined that it was necessary to record a full valuation
allowance against our deferred tax assets created during the nine month period
ending September 30, 2010. As a result, the effective income tax
expense for the first nine months of 2010 was less than $0.1
million.
Liquidity and Capital
Resources
Capital
Structure
In July 2009, we entered into a
Securities Purchase Agreement (the “Securities Purchase Agreement”) with Trailer
Investments pursuant to which Trailer Investments purchased 20,000 shares of
Series E redeemable preferred stock (“Series E Preferred”), 5,000 shares of
Series F redeemable preferred stock (“Series F Preferred”), and 10,000 shares of
Series G redeemable preferred stock (“Series G Preferred”, and together with the
Series E Preferred and the Series F Preferred, the “Series E-G Preferred Stock”)
for an aggregate purchase price of $35.0 million. Trailer Investments
also received a warrant that was exercisable at $0.01 per share for 24,762,636
newly issued shares of our common stock (the “Warrant’) representing, on August
3, 2009, the date the Warrant was delivered, 44.21% of our issued and
outstanding common stock after giving effect to the issuance of the shares
underlying the Warrant, subject to upward adjustment to maintain that percentage
if currently outstanding options were exercised. The number of shares
of common stock subject to the Warrant was also subject to upward adjustment to
an amount equivalent to 49.99% of our issued and outstanding common stock
outstanding immediately after the closing after giving effect to the issuance of
the shares underlying the Warrant in specified circumstances where we would lose
our ability to utilize our net operating loss carryforwards, including as a
result of a stockholder acquiring greater than 5% of our outstanding common
stock.
25
Trailer Investments’ ownership of the
Series E-G Preferred Stock included significant rights pursuant to the
applicable certificates of designation for the Series E-G Preferred Stock and
pursuant to the Investor Rights Agreement dated August 3, 2009 between us and
Trailer Investments (the “Investor Rights Agreement”). As a result of the
Redemption (as defined and further described below), except for the payment in
connection with a change of control described below, the principal rights that
previously existed but are no longer held by Trailer Investments are (i) the
right to receive the preferred dividend, (ii) veto rights over certain
significant aspects of our operations and business, including payments of
dividends, issuance of securities, incurrence of indebtedness, liquidation and
sale of assets, changes in the size of our board of directors, amendments to our
organizational documents (including those of our subsidiaries), and other
material actions, subject to certain thresholds and limitations,
and (iii) a right of first refusal to participate in any future
private financings.
The Warrant contained several
conditions, including, among other things, an upward adjustment of shares upon
the occurrence of certain contingent events, and the holder had an option
pursuant to the terms of the Investor Rights Agreement to settle the Warrant for
cash in event of a specific default. These provisions resulted in the
classification of the Warrant as a liability that was adjusted to fair value at
each balance sheet date. The warrant liability was recorded initially
at fair value with subsequent changes in fair value reflected in
earnings. Estimating fair value of the Warrant required the use of
assumptions and inputs that were observable, either directly or indirectly, and
were likely to change over the duration of the Warrant with related changes in
internal and external market factors. In addition, option-based
techniques are highly volatile and sensitive to changes in the trading market
price of our common stock, which has a high historical
volatility. Because the Warrant was initially and subsequently
carried at fair value, our Statements of Operations reflected the volatility in
these estimate and assumption changes.
On May
28, 2010, we closed on a public offering of our common stock, par value $0.01
per share (the “Initial Offering”), which consisted of 11,750,000 shares of
common stock sold by us and 16,137,500 shares of common stock sold by Trailer
Investments as a selling stockholder, each at a purchase price of $6.50 per
share. The shares of common stock sold in the Initial Offering by
Trailer Investments included 3,637,500 shares sold pursuant to the underwriters’
exercise in full of their option to purchase additional shares to cover
over-allotments. All shares sold by Trailer Investments were issued
upon the partial exercise of the Warrant it held and the Replacement Warrant, as
defined below, was issued to Trailer Investments on May 28, 2010. We
did not receive any proceeds from the sale of the shares by Trailer
Investments. We generated gross proceeds from the Initial Offering of
$76.4 million and used the net proceeds to redeem all of our outstanding
preferred stock and to repay a portion of our outstanding indebtedness under our
revolving credit facility
.
From the net proceeds of the Initial
Offering, we redeemed (the “Redemption”) all outstanding shares of our Series
E-G Preferred Stock at a liquidation value of $1,000 per share, or $35.0
million, plus accrued and unpaid dividends and a premium adjustment of 20% as
required under the Securities Purchase Agreement for any redemption made prior
to August 2014. The Series E Preferred, Series F Preferred and Series
G Preferred paid an annual dividend rate of 15%, 16% and 18%, respectively,
based on liquidation value. Through the date of the Redemption,
accrued and unpaid dividends totaled approximately $4.8 million. The
premium adjustment for early redemption of $8.0 million was applied to the sum
of the liquidation value and accrued and unpaid dividends. The total
redemption price of the Series E-G Preferred Stock including all accrued and
unpaid dividends was approximately $47.8 million. Certificates of elimination
were filed on September 21, 2010 with the Secretary of State of the State of
Delaware to eliminate from the Company’s Certificate of Incorporation all
provisions that were set forth in the certificates of designation for the Series
E-G Preferred Stock.
26
If a change of control, meaning if more
than 50% of the voting power is transferred or acquired by any person other than
Trailer Investments and its affiliates, occurs within 12 months of the date of
the Redemption (by or before May 28, 2011), Trailer Investments will be entitled
to receive an aggregate payment equal to $74.6 million, representing the
difference between what it received in the Redemption and what it would have
been entitled to receive on the date of the Redemption if a change of control
had occurred on that date.
Also in connection with our Initial
Offering of common stock, we amended the warrant originally issued to Trailer
Investments on August 3, 2009 (the “Warrant,” and, as amended, the “Replacement
Warrant”). The Warrant was modified so that (i) the Warrant would no
longer adjust or increase based upon any limitation on our ability to fully
utilize our net operating loss (“NOL”) carryforwards and (ii) the Warrant was
increased by a fixed number of 750,000 warrant shares in lieu of the market
price anti-dilution adjustment that would have otherwise applied as a result of
the Initial Offering. The Initial Offering of common stock included
16,137,500 shares sold by Trailer Investments pursuant to a partial exercise of
the Warrant. The partial net exercise of the Warrant was made by
Trailer Investments via the forfeiture of 22,812 shares of common stock under
the Warrant.
In anticipation of an additional
offering by Trailer Investments, the Replacement Warrant was amended on
September 13, 2010 to modify its cashless exercise provision in order to
facilitate determination of the number of shares required to be withheld to pay
the exercise price of the Replacement Warrant when exercised in connection with
the anticipated offering.
On September 17, 2010, Trailer
Investments sold the Replacement Warrant to the several underwriters, who
exercised the Replacement Warrant in full and sold the 9,349,032 shares
underlying the Replacement Warrant in an underwritten public offering at a price
per share of $6.75 (the “Second Offering”). We did not offer or sell
any shares in the Second Offering nor did we receive any proceeds from the
Second Offering. The exercise of the Replacement Warrant was made via
the forfeiture of 13,549 shares of common stock. As a result of this
offering and the related cashless exercise, the Replacement Warrant was fully
exercised and is no longer outstanding. Pursuant to the terms of the
Investors Rights Agreement, Trailer Investments had significant rights that no
longer exist as a result of the consummation of the offering effective September
17, 2010. These rights included the ability to designate five persons
for election to the board of directors for so long as Trailer Investments and
its affiliates beneficially own at least 10% of our outstanding common
stock. On September 21, 2010, we received resignation letters
from each of the four board members designated by Trailer
Investments.
As a
result of the Initial Offering and our ability to use the net proceeds to redeem
all of our outstanding preferred stock and repay a portion of our outstanding
indebtedness under the revolving credit facility, we have been able to reduce
our total debt and significantly improve our overall capital structure providing
us the additional liquidity necessary to meet working capital requirements as
the overall demand in our industry grows. Our long-term objective is
to generate operating cash flows sufficient to fund working capital
requirements, to fund capital expenditures and to be positioned to take
advantage of market opportunities. For the remainder of 2010 we
expect to fund operating results, working capital requirements and capital
expenditures through cash flows from operations as well as available borrowings
under our Revolving Facility.
27
Debt
Agreements and Related Amendments
Concurrent with entering into the
Securities Purchase Agreement, in July 2009, we entered into a Third Amended and
Restated Loan and Security Agreement (the “Facility”) with our lenders,
effective August 3, 2009, with a maturity date of August 3, 2012. The
Facility is guaranteed by certain subsidiaries of ours and secured by
substantially all of our assets. The Facility has a capacity of $100
million, subject to a borrowing base and other discretionary
reserves. The Facility amends and restates our previous revolving
credit facility, and our lenders waived certain events of default that had
occurred under the previous revolving credit facility and waived the right to
receive default interest during the time the events of default had
continued.
In May 2010, we entered into the
Consent and Amendment No. 1 to the Third Amended and Restated Loan and Security
Agreement (the “Amended Facility”) with our lenders. The Amended
Facility amends and restates our previous revolving credit
facility. The Amended Facility was entered into to permit the early
redemption of our Series E-G Preferred Stock and required us to pay down our
revolving credit facility by at least $23.0 million. The repayment
did not reduce our revolving loan commitments. Pursuant to the
Amended Facility, if the availability under our revolving credit facility is
less than $15.0 million at any time before the earlier of August 14, 2011 or the
date that monthly financial statements are delivered for the month ending June
30, 2011, we would be required to maintain a varying minimum EBITDA and would be
restricted in the amount of capital expenditures we can make during such
period. If our availability is less than $20.0 million thereafter, we
would be required to maintain a fixed charge coverage ratio for the 12 month
period ending on the last day of the calendar month that ended most recently
prior to such time of not less than 1.1 to 1.0. In addition, the
Amended Facility modifies our borrowing base by eliminating a $12.5 million
facility reserve while reducing the fixed assets sub-limit by $12.5
million.
The interest rate on borrowings under
our revolving credit facility from the date of effectiveness through
July 31, 2010 was LIBOR plus 4.25% or the prime rate of Bank of America,
N.A. (the “Prime Rate”) plus 2.75%. After July 31, 2010, the
interest rate is based upon average unused availability and will range between
LIBOR plus 3.75% to 4.25% or the Prime Rate plus 2.25% to 2.75%. We
are required to pay a monthly unused line fee equal to 0.375% times the average
daily unused availability along with other customary fees and expenses of our
agent and lenders. All interest and fees are paid
monthly.
Our revolving credit facility contains
customary representations, warranties, affirmative and negative covenants,
including, without limitation, restrictions on mergers, dissolutions,
acquisitions, indebtedness, affiliate transactions, the occurrence of liens,
payments of subordinated indebtedness, disposition of assets, leases and changes
to organizational documents.
Our revolving credit facility contains
customary events of default including, without limitation, failure to pay
obligations when due under the facility, false and misleading representations,
breaches of covenants (subject in some instances to cure and grace periods),
defaults on certain other indebtedness, the occurrence of certain uninsured
losses, business disruptions for a period of time that materially adversely
affects the capacity to continue business on a profitable basis, changes of
control and the incurrence of certain judgments that are not stayed, released or
discharged within 30 days.
As of September 30, 2010, we were in
compliance with all covenants of the Amended Facility.
28
Cash
Flow
Cash used in operating activities for
the nine months ended September 30, 2010 was $35.2 million compared to $7.5
million used in operating activities in the same period of 2009. The
use of cash from operating activities for the current year period was the result
of $9.7 million of net losses, adjusted for various non-cash activities,
including depreciation, amortization, stock-based compensation and changes in
the fair value of our warrant, coupled with an increase in our working
capital. Changes in working capital accounted for a use of cash
totaling $25.5 million for the nine months ending September 30, 2010 as compared
to a source of cash totaling $33.8 million for the prior year
period. The increased production levels in the current year period as
compared to the previous year and the related increase in purchasing activities
have resulted in higher working capital requirements. Changes in key
working capital accounts for the first nine months of 2010 compared to the prior
year period are summarized below (in millions):
|
2010
|
2009
|
Change
|
||||||||||
|
Accounts
receivable
|
$ | (5.0 | ) | $ | 15.1 | $ | (20.1 | ) | ||||
|
Inventories
|
(77.6 | ) | 33.4 | (111.0 | ) | |||||||
|
Accounts
payable and accrued liabilities
|
53.7 | (17.0 | ) | 70.7 | ||||||||
For the
first nine months of 2010, accounts receivable increased by $5.0 million as
compared to a $15.1 million decrease in 2009. Days sales outstanding,
a measure of working capital efficiency that measures the amount of time a
receivable is outstanding, improved to approximately 13 days in 2010 compared to
26 days in 2009 due to timing of collections. The increase in
accounts receivable for 2010 was primarily the result of the timing of shipments
as trailer demands increased throughout the current year period and a 58.0%
increase in our consolidated net sales as compared to the prior year
period. Inventory increased $77.6 million during 2010 compared to a
decrease of $33.4 million in 2009. The increase in inventory for the
2010 period was due to higher new trailer inventories and raw materials
resulting from increased order levels for 2010 as compared to 2009; however,
inventory turns, a commonly used measure of working capital efficiency that
measures how quickly inventory turns per year, was unchanged at approximately
six times in 2010 and 2009. Accounts payable and accrued liabilities
increased $53.7 million in 2010 compared to a decrease of $17.0 million in
2009. The increase in the current year period was also due primarily
to higher production levels. Days payable outstanding, a measure of
working capital efficiency that measures the amount of time a payable is
outstanding, was 43 days for the 2010 period compared to 35 days for the same
period last year due to higher production levels in excess of shipments
throughout the current quarter.
Investing
activities provided $0.7 million during the first nine months of 2010 compared
to $0.5 million used in the prior year period. The uses of cash from
investing activities for both 2010 and 2009 periods have been limited to capital
spending for required replacement projects and other cost reduction
initiatives. The current year period includes the proceeds received
from the sale of our Transcraft production facilities located in Anna, Illinois
and Mt. Sterling, Kentucky.
Financing
activities provided $46.9 million during the first nine months of 2010 primarily
as a result of closing the Initial Offering of our common stock on May 28, 2010
as well as an increase in our borrowings against our revolving credit facility
due to higher working capital requirements necessary to fund operational
activities. We generated proceeds, net of underwriting discounts and
commissions, of $72.9 million from the Initial Offering and used it to redeem
all of our outstanding preferred stock and repay a portion of our outstanding
indebtedness on our revolving credit facility.
29
As of
September 30, 2010, our liquidity position, defined as cash on hand and
available borrowing capacity, net of availability reserves as established in our
revolving credit facility, amounted to $56.1 million, an improvement of $35.1
million from December 31, 2009. As a result of closing on the Initial
Offering of our common stock on May 28, 2010 and concurrent with our redemption
of all outstanding Series E-G Preferred Stock, as described in the Capital
Structure section above, we believe our liquidity is adequate to meet our
expected operating results, working capital needs and capital expenditures for
the remainder of 2010 and 2011.
In light
of current uncertain market and economic conditions, we continue to aggressively
manage our cost structure, capital expenditures and cash
position. During 2008 and 2009, we implemented various cost reduction
actions in the previous year that have provided reductions to our overhead and
operating costs, including, reductions in hourly and salary headcount,
compensation and benefits. In addition, we have optimized our
operations through plant, assembly line and warehouse consolidation
projects.
Capital
Expenditures
Capital
spending amounted to approximately $1.2 million for the first nine months of
2010 and is anticipated to be less than approximately $2.0 million in the
aggregate for 2010. Based on our efforts to manage cash flows and
enhance liquidity, capital spending for 2010 has been and is expected to be
limited to the consolidation of our Transcraft production facilities, required
replacement projects and cost reduction initiatives.
Off-Balance
Sheet Transactions
As of September 30, 2010, we had
approximately $1.4 million in operating lease commitments. We did not
enter into any material off-balance sheet debt or operating lease transactions
during the quarter ended September 30, 2010.
Contractual Obligations and
Commercial Commitments
We have
included a summary of our Contractual Obligations and Commercial Commitments in
our annual report on Form 10-K for the year ended December 31, 2009 and with the
exception of the early redemption of all our outstanding Series E-G Preferred
Stock in connection with the closing of our Initial Offering, as discussed in
Note 4 of the Condensed Consolidated Financial Statements, and the increase in
our outstanding borrowings on our Amended Facility there have been no material
changes to the summary provided in that report.
Backlog
Orders
that have been confirmed by customers in writing and can be produced during the
next 18 months are included in our backlog. Orders that comprise our backlog may
be subject to changes in quantities, delivery, specifications and
terms. Our backlog of orders was approximately $334 million at
September 30, 2010 compared to $137 million at December 31, 2009 and $96 million
at September 30, 2009. We expect to complete the majority of our
existing backlog orders within the next 12 months.
30
OUTLOOK
While the
demand environment for trailers is improving, as evidenced by our backlog, we
remain cautious as to its sustainability. According to the most
recent A.C.T. Research Company, LLC (“ACT”) estimates, total trailer industry
shipments for 2010 are expected to be up 46% from 2009 to approximately 115,000
units. By product type, ACT is estimating that van trailer shipments
will be up approximately 58% in 2010 compared to 2009. ACT is
forecasting that platform trailer shipments will increase approximately 3% and
dump trailer shipments will increase approximately 25% in 2010. For
2011, ACT estimates that shipments will grow approximately 49% to a total of
171,000 units. Downside concerns for 2010 relate to continued issues
with the global economy, unemployment, tight credit markets, as well as
depressed housing and construction-related markets in the U.S. Taking
into consideration recent economic and industry forecasts, as well as
discussions with customers and suppliers, management expects demand for new
trailers to improve as we move through the remainder of 2010 and the economy
continues to improve. Even so, the trailer industry will continue to
be challenged and, although our financial condition is expected to improve with
increased volume, we may incur additional net losses in 2010, which would
further reduce our stockholders’ equity.
We
believe we are well-positioned for long-term growth in the industry because: (1)
our core customers are among the dominant participants in the trucking industry;
(2) our DuraPlate
®
trailer
continues to have increased market acceptance; (3) our focus is on developing
solutions that reduce our customers’ trailer maintenance costs; and (4) we
expect some expansion of our presence into the mid-market carriers.
While our
expectations for industry volumes are generally in line with those of ACT,
pricing will continue to be difficult for the remainder of 2010 due to
overcapacity and fierce competitive activity. In addition, raw
material and component costs have risen and remain volatile as overall demand
will drive an increase in prices as the economy improves. As has been
our policy, we will endeavor to pass along raw material and component price
increases to our customers. We have a focus on continuing to develop
innovative new products that both add value to our customers’ operations and
allow us to continue to differentiate our products from the competition in order
to return to profitability.
Based on
industry forecasts, conversations with our customers regarding their current
requirements and our existing backlog of orders, we estimate that for the full
year 2010 total new trailers sold will be between 23,000 and 25,000, an increase
from 2009 of 80% to 95%.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
We have included a summary of our
Critical Accounting Policies and Estimates in our annual report on Form 10-K,
for the year ended December 31, 2009. There have been no material
changes to the summary provided in that report.
31
|
ITEM
3.
|
QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS
|
In addition to the risks inherent in
our operations, we have exposure to financial and market risk resulting from
volatility in commodity prices and interest rates. The following
discussion provides additional detail regarding our exposure to these
risks.
Commodity
Prices
We are
exposed to fluctuations in commodity prices through the purchase of raw
materials that are processed from commodities such as aluminum, steel, wood and
polyethylene. Given the historical volatility of certain commodity
prices, this exposure can materially impact product
costs. Historically, we have managed aluminum price changes by
entering into fixed price contracts with our suppliers. As of
September
30, 2010, we had $16.1 million in raw material purchase commitments through
December 2011 for materials that will be used in the production
process. We typically do not set prices for our products more than
45-90 days in advance of our commodity purchases and can, subject to competitive
market conditions, take into account the cost of the commodity in setting our
prices for each order. To the extent that we are unable to offset the
increased commodity costs in product prices, our results would be materially and
adversely affected.
Interest
Rates
As of
September 30, 2010, we had $51.2 million of floating rate debt outstanding under
our revolving facility. A hypothetical 100 basis-point change in the
floating interest rate from the current level would result in a corresponding
$0.5 million change in interest expense over a one-year period. This
sensitivity analysis does not account for the change in the competitive
environment indirectly related to the change in interest rates and the potential
managerial action taken in response to these changes.
|
ITEM
4.
|
CONTROLS AND
PROCEDURES
|
Disclosure
Controls and Procedures
Based on
an evaluation under the supervision and with the participation of the Company’s
management, the Company’s principal executive officer and principal financial
officer have concluded that the Company’s disclosure controls and procedures (as
defined in Rules 14a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) were effective as of September 30,
2010.
Changes
in Internal Controls
There were no changes in the Company’s
internal control over financial reporting, as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, during the first half of fiscal 2010 that have
materially affected or are reasonably likely to materially affect the Company’s
internal control over financial reporting.
32
|
ITEM
1.
|
LEGAL
PROCEEDINGS
|
Brazil
Joint Venture
In March 2001, Bernard Krone Indústria
e Comércio de Máquinas Agrícolas Ltda. ("BK") filed suit against the Company in
the Fourth Civil Court of Curitiba in the State of Paraná,
Brazil. Because of the bankruptcy of BK, this proceeding is now
pending before the Second Civil Court of Bankruptcies and Creditors
Reorganization of Curitiba, State of Paraná (No. 232/99).
The case grows out of a joint venture
agreement between BK and the Company related to marketing of RoadRailer trailers
in Brazil and other areas of South America. When BK was placed into
the Brazilian equivalent of bankruptcy late in 2000, the joint venture was
dissolved. BK subsequently filed its lawsuit against the Company
alleging that it was forced to terminate business with other companies because
of the exclusivity and non-compete clauses purportedly found in the joint
venture agreement. BK asserts damages of approximately $8.4
million.
We answered the complaint in May 2001,
denying any wrongdoing. We believe that the claims asserted by BK are
without merit and intend to vigorously defend our position. A trial
was held on March 30, 2010 in Curitiba, Paraná, Brazil. A ruling on
the evidence presented at the trial is not expected for several
months. We believe that the resolution of this lawsuit will not have
a material adverse effect on our financial position, liquidity or future results
of operations; however, at this stage of the proceeding no assurances can be
given as to the ultimate outcome of the case.
Environmental
Disputes
In
September 2003, we were noticed as a potentially responsible party (PRP) by the
U.S. Environmental Protection Agency (“EPA”) pertaining to the Motorola 52nd
Street, Phoenix, Arizona Superfund Site (the “Superfund Site”) pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act
(“CERCLA”). PRPs include current and former owners and operators of
facilities at which hazardous substances were allegedly disposed. The
EPA’s allegation that we were a PRP arises out of our acquisition of a former
branch facility located approximately five miles from the original Superfund
Site. We acquired this facility in 1997, operated the facility until
2000, and sold the facility to a third party in 2002. In June 2010,
we were contacted by the Roosevelt Irrigation District (“RID”) informing it that
the Arizona Department of Environmental Quality (“ADEQ”) had approved a
remediation plan in excess of $100 million for the RID portion of the Superfund
Site, and demanded that we contribute to the cost of the plan or be named as a
defendant in a CERCLA action to be filed in July 2010. We initiated
settlement discussions with the RID and the ADEQ in July 2010 to provide a full
release from the RID, and a covenant not-to-sue and contribution protection
regarding the former branch property from the ADEQ, in exchange for payment from
us. If the settlement is approved by all parties, it will prevent any
third party from successfully bringing claims against us for environmental
contamination relating to this former branch property. We are
awaiting approval from the ADEQ for the settlement we proposed in July 2010; we
do not expect to receive a response from the ADEQ for several
months. Based upon our limited period of ownership of the former
branch property, and the fact that we no longer own the former branch property,
we do not anticipate that the ADEQ will reject the proposed settlement, but no
assurance can be given at this time as to the ADEQ’s response to the settlement
proposal. The proposed settlement terms have been accrued and did not
have a material adverse effect on our financial condition or results of
operations, and we believe that any ongoing proceedings will not have a material
adverse effect on the Company’s financial condition or results of
operations.
33
|
ITEM
1A.
|
RISK
FACTORS
|
You
should carefully consider the risks described in our Annual Report on Form 10-K,
for the year ended December 31, 2009, including those under the heading “Risk
Factors” appearing in Item 1A of Part I of the Form 10-K and other information
contained in this Quarterly Report before investing in our
securities. Realization of any of these risks could have a material
adverse effect on our business, financial condition, cash flows and results of
operations.
|
ITEM
6
.
|
EXHIBITS
|
|
(a)
|
Exhibits
:
|
||
|
4.01
|
Certificate
of Elimination of Series E Redeemable Preferred Stock (Incorporated by
reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed on September 23, 2010 (File No. 1-10883))
|
||
|
4.02
|
Certificate
of Elimination of Series F Redeemable Preferred Stock (Incorporated by
reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K
filed on September 23, 2010 (File No. 1-10883))
|
||
|
4.03
|
Certificate
of Elimination of Series G Redeemable Preferred Stock (Incorporated by
reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K
filed on September 23, 2010 (File No. 1-10883))
|
||
|
10.01
|
Amendment
to Warrant to Purchase Shares of Common Stock issued on May 28, 2010
(Incorporated by reference to Exhibit 1.2 to the Registrant’s Current
Report on Form 8-K filed on September 17, 2010 (File No.
1-10883))
|
||
|
31.01
|
Certification
of Principal Executive Officer
|
||
|
31.02
|
Certification
of Principal Financial Officer
|
||
|
32.01
|
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
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 thereunto
duly authorized.
|
WABASH
NATIONAL CORPORATION
|
|||
|
Date: November
2, 2010
|
By:
|
/s/
Mark J. Weber
|
|
|
Mark
J. Weber
|
|||
|
Senior
Vice President and Chief Financial Officer
(Principal
Financial
Officer)
|
34
TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition 18Item 3. Quantitative and Qualitative Disclosures About Market Risks 32Item 4. Controls and Procedures 32Part II Other InformationItem 1. Legal Proceedings 33Item 1A. Risk Factors 34Item 6. Exhibits 34Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RisksItem 4. Controls and ProceduresPart II - Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 6. Exhibits