UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 2, 2016
Wabash National Corporation
(Exact name of registrant
as specified in its charter)
| Delaware |
|
1-10883 |
|
52-1375208 |
| (State or other jurisdiction |
|
(Commission File No.) |
|
(IRS Employer Identification No.) |
| of incorporation) |
|
|
|
|
1000 Sagamore Parkway South, Lafayette,
Indiana 47905
(Address
of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code:
(765) 771-5300
Not applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION
TO BE INCLUDED IN THE REPORT
Section 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition.
On
February 2, 2016, Wabash National Corporation (the “Company”) issued a press release announcing its financial results
for the quarter and year ended December 31, 2015. A copy of the Registrant’s press release is attached as Exhibit 99.1 and
is incorporated herein by reference.
Section 8 – Other Events
Item 8.01 Other Events.
On
February 2, 2016, Wabash National Corporation (“the Company”) authorized a share repurchase
program pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate repurchase
price not to exceed $100 million over a two year period. Stock repurchases may be made in the open market or in private transactions
at times and in amounts determined by the Company. A copy of a press release announcing the action taken by the board of directors
is attached hereto as Exhibit 99.2.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
99.1 Wabash National Corporation press
release dated February 2, 2016.
99.2 Wabash National Corporation press
release dated February 2, 2016.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
WABASH NATIONAL CORPORATION |
|
| |
|
|
|
| |
|
|
|
| Date: February 2, 2016 |
By: |
/s/ Jeffery L. Taylor
Jeffery L. Taylor
Senior Vice President and Chief Financial Officer |
|
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Wabash National Corporation Press Release dated February 2, 2016 |
| 99.2 |
|
Wabash National Corporation Press Release dated February 2, 2016 |
Exhibit 99.1
| Media Contact: |
 |
| Dana Stelsel |
| Corporate Communications Manager Marketing |
| (765) 771-5766 |
| dana.stelsel@wabashnational.com |
| |
| Investor Relations: |
| Mike Pettit |
| Vice President, Finance & Investor Relations |
| (765) 771-5581 |
| michael.pettit@wabashnational.com |
FOR IMMEDIATE RELEASE
Wabash National Corporation Announces
Record Fourth Quarter and Full Year 2015
Results
| · | Fourth quarter and full year GAAP earnings
of $0.50 and $1.50 per diluted share, up 85.2 percent and 76.5 percent, respectively, over prior year period |
| · | Fourth quarter and full year non-GAAP
adjusted earnings of $0.51 and $1.49 per diluted share, up 88.9 percent and 67.4 percent, respectively over prior year period |
| · | New $100 million share repurchase program
approved by Board of Directors |
| · | Net sales of $2.03 billion, a record
for the fourth consecutive year and up 9 percent over prior year |
| · | Record operating income for the fourth
consecutive year of $180.4 million, up 47 percent over prior year |
| · | Record quarterly net sales of $544
million, up 3.1 percent over prior year period |
LAFAYETTE, Ind. – February 2, 2016
– Wabash National Corporation (NYSE: WNC), a diversified industrial manufacturer and
North America’s leading producer of semi-trailers and liquid transportation systems, today reported results for the fourth
quarter and full year periods ending December 31, 2015.
Net income for the fourth quarter of 2015
was $33.3 million, or $0.50 per diluted share, compared to fourth quarter 2014 net income of $19.1, or $0.27 per diluted share.
Fourth quarter 2015 non-GAAP adjusted earnings increased $15.0 million as compared to the prior year period to $34.1 million, or
$0.51 per diluted share. Non-GAAP adjusted earnings for the fourth quarter of 2015 includes the impairment of certain intangible
assets of $1.1 million related to streamlining of product branding and an early extinguishment of debt charge of $0.2 million incurred
with regards to the Company’s repurchase of a portion of the outstanding convertible senior notes. Net sales for the fourth
quarter increased 3 percent to a record $544 million from $527 million in the prior year quarter and operating income increased
60 percent to $54.7 million compared to operating income of $34.1 million for the fourth quarter of 2014. Operating EBITDA, a non-GAAP
measure that excludes the effects of certain recurring and non-recurring items, for the fourth quarter of 2015 was $68.6 million,
an increase of $22.5 million compared to operating EBITDA for the previous year quarter.
For the twelve months ended December 31,
2015, the Company reported net income of $104.3 million, or $1.50 per diluted share, on record net sales of $2.03 billion, compared
to net income of $60.9 million, or $0.85 per diluted share, on net sales of $1.86 billion for the twelve months ended December
31, 2014. Full year 2015 results included the benefit for adjustments, net of tax, totaling $0.9 million, or $0.01 per diluted
share, as gains realized on the sale of the Company’s former retail branch locations were offset by charges for the impairment
of certain intangible assets related to streamlining of product branding and the early extinguishment of debt incurred in connection
with the refinancing of the Company’s term loan credit facility and repurchases of a portion of the outstanding convertible
senior notes. Excluding the impact of these items, non-GAAP adjusted earnings for the full year 2015 were $103.4 million, or $1.49
per diluted share. Full year 2014 results included one-time charges net of tax totaling $2.0 million, or $0.03 per diluted share,
related to the early extinguishment of debt incurred with the Company’s term loan prepayments, the transition of three Retail
branch locations to independent dealer facilities and the revaluation of deferred income taxes due to changes in statutory tax
rates. Excluding the impact of these items, non-GAAP adjusted earnings for the full year 2014 were $63.0 million, or $0.89 per
diluted share.
For full year 2015, the Company achieved
record operating EBITDA of $229.5 million, or 11.3 percent of net sales, as compared to $169.0 million, or 9.1 percent of net sales,
for the previous year. The year-over-year improvement in operating performance is attributable to the successful execution of the
Company’s growth and diversification strategies as well as operational improvements across the Company’s manufacturing
facilities.
The following is a summary of select operating
and financial results for the past five quarters:
| | |
Three Months Ended | |
| (Dollars in thousands, except | |
December 31, | | |
March 31, | | |
June 30, | | |
September 30, | | |
December 31, | |
| per share amounts) | |
2014 | | |
2015 | | |
2015 | | |
2015 | | |
2015 | |
| | |
| | |
| | |
| | |
| | |
| |
| Net Sales | |
$ | 527,477 | | |
$ | 437,597 | | |
$ | 514,831 | | |
$ | 531,350 | | |
$ | 543,711 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross Profit Margin | |
| 11.9 | % | |
| 13.1 | % | |
| 14.1 | % | |
| 16.2 | % | |
| 16.2 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income from Operations | |
$ | 34,137 | | |
$ | 27,263 | | |
$ | 42,054 | | |
$ | 56,389 | | |
$ | 54,663 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income from Operations Margin | |
| 6.5 | % | |
| 6.2 | % | |
| 8.2 | % | |
| 10.6 | % | |
| 10.1 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net Income | |
$ | 19,088 | | |
$ | 10,474 | | |
$ | 28,649 | | |
$ | 31,880 | | |
$ | 33,286 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Diluted EPS | |
$ | 0.27 | | |
$ | 0.15 | | |
$ | 0.41 | | |
$ | 0.47 | | |
$ | 0.50 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP Measures(1): | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating EBITDA | |
$ | 46,147 | | |
$ | 39,135 | | |
$ | 53,655 | | |
$ | 68,030 | | |
$ | 68,643 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating EBITDA Margin | |
| 8.7 | % | |
| 8.9 | % | |
| 10.4 | % | |
| 12.8 | % | |
| 12.6 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted Earnings | |
$ | 19,088 | | |
$ | 13,788 | | |
$ | 23,586 | | |
$ | 31,880 | | |
$ | 34,138 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted Diluted EPS | |
$ | 0.27 | | |
$ | 0.19 | | |
$ | 0.33 | | |
$ | 0.47 | | |
$ | 0.51 | |
Notes:
| (1) | See “Non-GAAP Measures” below for explanation of the non-GAAP
results included above. |
Dick Giromini, president and chief executive
officer, stated, “We are extremely pleased with our results for 2015 as we set new records across several key financial metrics.
The overall strength in the Company’s operating performance highlights the success of our growth and diversification initiatives
driven by our long-term strategic plan to transform the Company into a diversified industrial manufacturer with a higher growth
and margin profile, while maintaining our focus and expertise in lean and six sigma optimization initiatives. This is demonstrated
by the achievement of record net sales and operating income for the fourth consecutive year of $2.03 billion and $180.4 million,
respectively, as well as a 230 basis point improvement in operating income margin to a record level of 8.9 percent. Our performance
for the year further substantiates the significant progress we have made in our transformation efforts, and underscores our commitment
to long-term profitable growth.”
Mr. Giromini continued, “New trailer
shipments of 64,700 for the year exceeded our previous guidance due to strong customer pick-up and represents an increase of 7,350
trailers, or 12.8 percent, as compared to the previous year. We look forward to 2016 with a healthy backlog of orders totaling
$1.2 billion, representing an increase of 10 percent as compared to the prior year period, and a trailer demand expected to be
well above replacement levels for a fifth consecutive year. Fleet age, customer profitability, used trailer values, regulatory
compliance and access to financing all support continued strong trailer demand and provide a favorable pricing environment within
specific product lines.”
Fourth Quarter Business Segment Highlights
The table below is a summary of select
segment operating and financial results prior to the elimination of intersegment sales for the fourth quarter of 2015 and 2014,
respectively. A more complete disclosure of the results by individual segment is included in the tables following this release.
| (dollars in thousands) | |
Commercial | | |
Diversified | | |
| |
| | |
Trailer Products | | |
Products | | |
Retail | |
| Three months ended December 31, | |
| | | |
| | | |
| | |
| 2015 | |
| | | |
| | | |
| | |
| New trailers shipped | |
| 16,100 | | |
| 750 | | |
| 450 | |
| Net sales | |
$ | 413,329 | | |
$ | 105,872 | | |
$ | 36,774 | |
| Gross profit | |
$ | 58,513 | | |
$ | 24,974 | | |
$ | 4,405 | |
| Gross profit margin | |
| 14.2 | % | |
| 23.6 | % | |
| 12.0 | % |
| Income from operations | |
$ | 51,412 | | |
$ | 11,557 | | |
$ | 590 | |
| Income from operations margin | |
| 12.4 | % | |
| 10.9 | % | |
| 1.6 | % |
| | |
| | | |
| | | |
| | |
| 2014 | |
| | | |
| | | |
| | |
| New trailers shipped | |
| 15,750 | | |
| 1,050 | | |
| 900 | |
| Net sales | |
$ | 378,319 | | |
$ | 123,003 | | |
$ | 47,694 | |
| Gross profit | |
$ | 30,848 | | |
$ | 26,557 | | |
$ | 4,703 | |
| Gross profit margin | |
| 8.2 | % | |
| 21.6 | % | |
| 9.9 | % |
| Income from operations | |
$ | 25,193 | | |
$ | 14,236 | | |
$ | 595 | |
| Income from operations margin | |
| 6.7 | % | |
| 11.6 | % | |
| 1.2 | % |
Commercial Trailer Products achieved new
quarterly records for revenues, gross profit, operating income and operating margin. Net sales were $413 million, an increase of
$35 million, or 9.3 percent, on shipments of 16,100 trailers, representing 350 more trailers than the prior year period. This increase
in revenue was primarily due to an improved pricing environment and the 2.2 percent increase in new trailer shipments during the
quarter. Supported by the improved pricing environment, continued strong demand and outstanding operational execution, gross profit
and gross profit margin increased $27.7 million and 600 basis points to $58.5 million and 14.2%, respectively, and operating income
increased by $26.2 million, or 104.1 percent, to $51.4 million compared to the same period last year.
Diversified Products’ net sales decreased
$17 million, or 13.9 percent, as compared to the previous year period as decreases in tank trailer shipments were only partially
offset by increased sales of the Company’s aviation refuelers and composite product offerings. Gross profit decreased $1.6
million, or 6.0 percent, on lower sales; however, gross profit margin improved 200 basis points as compared to the prior year period
to 23.6 percent as a result of strong operational execution. Operating income margin, excluding the charges for impairment of intangible
assets during the current quarter, was 11.9 percent, an improvement of 30 basis points as compared to the prior year period.
Retail’s net sales of $37 million
decreased 22.9 percent compared with the prior year period primarily due to lower shipments of new trailers as a result of channel
optimization activities and early depletion of build slots, which were partially offset by the continued strong demand for parts
and service activities. Gross profit margin increased 210 basis points compared to the prior year period to 12.0 percent due to
a shift in product mix favoring the higher-margined parts and service sales. Operating income for the fourth quarter of 2015 was
$0.6 million, consistent with the same period last year.
2016 Outlook
Mr. Giromini further commented, “We
enter 2016 with great momentum from a record 2015, a strong trailer demand environment generating a strong backlog, continued excellence
in operational performance across all business segments and the potential for organic growth through diversification and innovative
new product introductions. With that backdrop, coupled with a strong industry demand forecast, our current expectations are for
2016 to deliver a very strong year.”
Capital Allocation
During the fourth quarter, Wabash National
repurchased $19 million of shares and fully exhausted the $60 million share repurchase program authorized by the Board of Directors
in December 2014. Additionally, in December 2015 the Company entered into agreements with existing holders of a portion of its
outstanding Convertible Senior Notes due 2018 to purchase up to $54.2 million in principal, of which $19.0 million was purchased
in December 2015, with the remaining amount to be acquired in February 2016. Jeff Taylor, senior vice president and chief financial
officer, said, "Our continuing strong business performance, solid backlog and outlook, and financial position provided us
the opportunity to take these actions as part of our ongoing commitment to prudently manage the overall financial risks of the
Company, returning capital to our shareholders and deleveraging our balance sheet. The actions taken during 2015 will lower our
overall balance sheet risk while maintaining the flexibility to continue to execute our strategy.”
New Stock Repurchase Program
As previously announced, the Company’s
Board of Directors approved the repurchase of up to an additional $100 million of its common stock over a two-year period as the
previously authorized repurchase program in December 2014 has been completed. Stock repurchases under this program may be made
in the open market or in private transactions at times and in amounts determined by the Company. The Company, at its sole discretion,
may limit or terminate the stock repurchase program at any time based on market conditions, liquidity needs or other factors. The
program is intended to enhance shareholder value by reducing the overall number of outstanding shares, including by offsetting
dilution resulting from stock-based compensation programs.
Non-GAAP Measures
In addition to disclosing financial results
calculated in accordance with United States generally accepted accounting principles (GAAP), the financial information included
in this release contains non-GAAP financial measures, including operating EBITDA, operating EBITDA margin, adjusted earnings and
adjusted earnings per diluted share.
These non-GAAP measures should not be considered
a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net income, and
reconciliations to GAAP financial statements should be carefully evaluated.
Operating EBITDA is defined as earnings
before interest, taxes, depreciation, amortization, stock-based compensation, impairment of intangibles and other non-operating
income and expense. Management believes operating EBITDA provides useful information to investors regarding the Company’s
results of operations. The Company provides this measure because we believe it is useful for investors to understand the Company’s
performance period to period with the exclusion of the recurring and non-recurring items identified above. Management believes
the presentation of operating EBITDA, when combined with the primary GAAP presentation of operating income, is beneficial to an
investor’s understanding of the Company’s operating performance. A reconciliation of operating EBITDA to net income
is included in the tables following this release.
Adjusted earnings and adjusted earnings
per diluted share reflect adjustments for income recognized on the sale of former retail branch locations as well as charges related
to losses incurred in connection with the Company’s impairment of intangible assets and the extinguishment of debt. Historically,
we have excluded from these measures the revaluation of deferred income tax assets due to changes in statutory tax rates. Management
believes providing this measure and excluding these items facilitate comparisons to the Company’s prior year periods and,
when combined with the primary GAAP presentation of net income and diluted net income per share, is beneficial to an investor’s
understanding of the Company’s performance. A reconciliation of adjusted earnings and adjusted earnings per diluted share
to net income and diluted net income per share is included in the tables following this release.
Fourth Quarter 2015 Conference Call
Wabash National
will conduct a conference call to review and discuss its fourth quarter results on February 3, 2016, at 10:00 a.m. EST. Access
to the live webcast will be available on the Company’s website at www.wabashnational.com.
For those unable to participate in the live webcast, the call will be archived at www.wabashnational.com
within three hours of the conclusion of the live call and will remain available through May 3, 2016. Meeting access also
will be available via conference call at 888-771-4371, participant code 41621715.
About Wabash National Corporation
Headquartered in Lafayette, Indiana, Wabash
National Corporation (NYSE: WNC) is a diversified industrial manufacturer and North America’s leading producer of semi-trailers
and liquid transportation systems. Established in 1985, the Company manufactures a diverse range of products including: dry freight
and refrigerated trailers, platform trailers, bulk tank trailers, dry and refrigerated truck bodies, truck-mounted tanks, intermodal
equipment, aircraft refueling equipment, structural composite panels and products, trailer aerodynamic solutions, and specialty
food grade and pharmaceutical equipment. Its innovative products are sold under the following brand names: Wabash National(R),
Beall(R), Benson(R), Brenner(R) Tank, Bulk Tank International, DuraPlate(R), Extract
Technology(R), Garsite, Progress Tank, Transcraft(R), Walker Engineered Products, and Walker Transport. Visit
www.wabashnational.com to learn more.
Safe Harbor Statement
This press release contains certain forward-looking
statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company’s
current expectations or forecasts of future events. All statements contained in this press release other than statements of historical
fact are forward-looking statements. These forward-looking statements include, among other things, the statements above under “2016
Outlook” as well as all statements regarding the Company’s outlook for trailer shipments, backlog, expectations regarding
demand levels for trailers, non-trailer equipment and our other engineered products, pricing, profitability and earnings, cash
flow and liquidity, opportunity to capture higher margin sales, new product innovations, execution of our capital allocation strategy
and the Company’s ability to repurchase shares of common stock of the Company and the expectations regarding the Company’s
growth and diversification strategies. These and the Company’s other forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Without
limitation, these risks and uncertainties include the uncertain economic conditions including the possibility that customer demand
may not meet our expectations, increased competition, reliance on certain customers and corporate partnerships, risks of customer
pick-up delays, shortages and costs of raw materials, risks in implementing and sustaining improvements in the Company’s
manufacturing capacity and cost containment, dependence on industry trends and timing and costs of indebtedness. Readers should
review and consider the various disclosures made by the Company in this press release and in the Company’s reports to its
stockholders and periodic reports on Forms 10-K and 10-Q.
# # #
WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(Dollars in thousands, except per share
amounts)
(Unaudited)
| | |
Three Months Ended
December 31, | | |
Twelve Months Ended
December 31, | |
| | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| | |
| | |
| | |
| | |
| |
| Net sales | |
$ | 543,711 | | |
$ | 527,477 | | |
$ | 2,027,489 | | |
$ | 1,863,315 | |
| Cost of sales | |
| 455,892 | | |
| 464,756 | | |
| 1,724,046 | | |
| 1,630,681 | |
| Gross profit | |
| 87,819 | | |
| 62,721 | | |
| 303,443 | | |
| 232,634 | |
| | |
| | | |
| | | |
| | | |
| | |
| General and administrative expenses | |
| 19,738 | | |
| 16,804 | | |
| 73,495 | | |
| 61,694 | |
| Selling expenses | |
| 7,017 | | |
| 6,315 | | |
| 27,233 | | |
| 26,676 | |
| Amortization of intangibles | |
| 5,314 | | |
| 5,465 | | |
| 21,259 | | |
| 21,878 | |
| Other operating expenses | |
| 1,087 | | |
| - | | |
| 1,087 | | |
| - | |
| Income from operations | |
| 54,663 | | |
| 34,137 | | |
| 180,369 | | |
| 122,386 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| (4,789 | ) | |
| (5,261 | ) | |
| (19,548 | ) | |
| (22,165 | ) |
| Other, net | |
| (10 | ) | |
| (133 | ) | |
| 2,490 | | |
| (1,759 | ) |
| Income before income taxes | |
| 49,864 | | |
| 28,743 | | |
| 163,311 | | |
| 98,462 | |
| Income tax expense | |
| 16,578 | | |
| 9,655 | | |
| 59,022 | | |
| 37,532 | |
| Net income | |
$ | 33,286 | | |
$ | 19,088 | | |
$ | 104,289 | | |
$ | 60,930 | |
| Basic net income per share | |
$ | 0.50 | | |
$ | 0.28 | | |
$ | 1.55 | | |
$ | 0.88 | |
| Diluted net income per share | |
$ | 0.50 | | |
$ | 0.27 | | |
$ | 1.50 | | |
$ | 0.85 | |
| | |
| | | |
| | | |
| | | |
| | |
| Comprehensive income | |
| | | |
| | | |
| | | |
| | |
| Net income | |
$ | 33,286 | | |
$ | 19,088 | | |
$ | 104,289 | | |
$ | 60,930 | |
| Foreign currency translation adjustment | |
| (121 | ) | |
| (574 | ) | |
| (863 | ) | |
| (619 | ) |
| Net comprehensive income | |
$ | 33,165 | | |
$ | 18,514 | | |
$ | 103,426 | | |
$ | 60,311 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic net income per share: | |
| | | |
| | | |
| | | |
| | |
| Net income applicable to common stockholders | |
$ | 33,286 | | |
$ | 19,088 | | |
$ | 104,289 | | |
$ | 60,930 | |
| Undistributed earnings allocated to participating securities | |
| - | | |
| (98 | ) | |
| - | | |
| (481 | ) |
| Net income applicable to common
stockholders excluding amounts applicable to participating securities | |
$ | 33,286 | | |
$ | 18,990 | | |
$ | 104,289 | | |
$ | 60,449 | |
| Weighted average common shares outstanding | |
| 65,994 | | |
| 68,993 | | |
| 67,201 | | |
| 68,895 | |
| Basic net income per share | |
$ | 0.50 | | |
$ | 0.28 | | |
$ | 1.55 | | |
$ | 0.88 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted net income per share: | |
| | | |
| | | |
| | | |
| | |
| Net income applicable to common stockholders | |
$ | 33,286 | | |
$ | 19,088 | | |
$ | 104,289 | | |
$ | 60,930 | |
| Undistributed earnings allocated to participating securities | |
| - | | |
| (98 | ) | |
| - | | |
| (481 | ) |
| Net income applicable to common
stockholders excluding amounts applicable to participating securities | |
$ | 33,286 | | |
$ | 18,990 | | |
$ | 104,289 | | |
$ | 60,449 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding | |
| 65,994 | | |
| 68,993 | | |
| 67,201 | | |
| 68,895 | |
Dilutive shares from assumed conversion of convertible senior
notes | |
| 125 | | |
| - | | |
| 1,128 | | |
| 1,354 | |
| Dilutive stock options and restricted stock | |
| 1,099 | | |
| 692 | | |
| 1,039 | | |
| 814 | |
| Diluted weighted average common shares outstanding | |
| 67,218 | | |
| 69,685 | | |
| 69,368 | | |
| 71,063 | |
| Diluted net income per share | |
$ | 0.50 | | |
$ | 0.27 | | |
$ | 1.50 | | |
$ | 0.85 | |
WABASH NATIONAL CORPORATION
SEGMENTS AND RELATED INFORMATION
(Dollars in thousands)
(Unaudited)
Three Months Ended
December 31,
2015 | |
Commercial
Trailer Products | | |
Diversified
Products | | |
Retail | | |
Corporate and
Eliminations | | |
Consolidated | |
| New trailers shipped | |
| 16,100 | | |
| 750 | | |
| 450 | | |
| (350 | ) | |
| 16,950 | |
| Used trailers shipped | |
| 350 | | |
| - | | |
| 200 | | |
| - | | |
| 550 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| New Trailers | |
$ | 399,706 | | |
$ | 48,416 | | |
$ | 13,208 | | |
$ | (8,300 | ) | |
$ | 453,030 | |
| Used Trailers | |
| 6,374 | | |
| 1,145 | | |
| 2,971 | | |
| (404 | ) | |
| 10,086 | |
| Components, parts and service | |
| 1,670 | | |
| 21,204 | | |
| 19,753 | | |
| (3,254 | ) | |
| 39,373 | |
| Equipment and other | |
| 5,579 | | |
| 35,107 | | |
| 842 | | |
| (306 | ) | |
| 41,222 | |
| Total net external sales | |
$ | 413,329 | | |
$ | 105,872 | | |
$ | 36,774 | | |
$ | (12,264 | ) | |
$ | 543,711 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
$ | 58,513 | | |
$ | 24,974 | | |
$ | 4,405 | | |
$ | (73 | ) | |
$ | 87,819 | |
| Income (Loss) from operations | |
$ | 51,412 | | |
$ | 11,557 | | |
$ | 590 | | |
$ | (8,896 | ) | |
$ | 54,663 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| 2014 | |
| | | |
| | | |
| | | |
| | | |
| | |
| New trailers shipped | |
| 15,750 | | |
| 1,050 | | |
| 900 | | |
| (850 | ) | |
| 16,850 | |
| Used trailers shipped | |
| 100 | | |
| 50 | | |
| 250 | | |
| - | | |
| 400 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| New Trailers | |
$ | 369,724 | | |
$ | 64,755 | | |
$ | 23,758 | | |
$ | (18,181 | ) | |
$ | 440,056 | |
| Used Trailers | |
| 1,788 | | |
| 1,248 | | |
| 3,976 | | |
| - | | |
| 7,012 | |
| Components, parts and service | |
| 1,071 | | |
| 19,405 | | |
| 18,971 | | |
| (3,375 | ) | |
| 36,072 | |
| Equipment and other | |
| 5,736 | | |
| 37,595 | | |
| 989 | | |
| 17 | | |
| 44,337 | |
| Total net external sales | |
$ | 378,319 | | |
$ | 123,003 | | |
$ | 47,694 | | |
$ | (21,539 | ) | |
$ | 527,477 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
$ | 30,848 | | |
$ | 26,557 | | |
$ | 4,703 | | |
$ | 613 | | |
$ | 62,721 | |
| Income (Loss) from operations | |
$ | 25,193 | | |
$ | 14,236 | | |
$ | 595 | | |
$ | (5,887 | ) | |
$ | 34,137 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
Twelve Months Ended December 31,
2015 | |
| | | |
| | | |
| | | |
| | | |
| | |
| New trailers shipped | |
| 61,350 | | |
| 3,400 | | |
| 2,500 | | |
| (2,550 | ) | |
| 64,700 | |
| Used trailers shipped | |
| 1,000 | | |
| 150 | | |
| 950 | | |
| (50 | ) | |
| 2,050 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| New Trailers | |
$ | 1,467,029 | | |
$ | 218,028 | | |
$ | 67,639 | | |
$ | (60,467 | ) | |
$ | 1,692,229 | |
| Used Trailers | |
| 19,962 | | |
| 4,558 | | |
| 13,622 | | |
| (2,562 | ) | |
| 35,580 | |
| Components, parts and service | |
| 6,300 | | |
| 93,251 | | |
| 83,115 | | |
| (12,646 | ) | |
| 170,020 | |
| Equipment and other | |
| 16,089 | | |
| 112,184 | | |
| 2,915 | | |
| (1,528 | ) | |
| 129,660 | |
| Total net external sales | |
$ | 1,509,380 | | |
$ | 428,021 | | |
$ | 167,291 | | |
$ | (77,203 | ) | |
$ | 2,027,489 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
$ | 186,772 | | |
$ | 98,839 | | |
$ | 19,871 | | |
$ | (2,039 | ) | |
$ | 303,443 | |
| Income (Loss) from operations | |
$ | 158,805 | | |
$ | 47,940 | | |
$ | 4,401 | | |
$ | (30,777 | ) | |
$ | 180,369 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| 2014 | |
| | | |
| | | |
| | | |
| | | |
| | |
| New trailers shipped | |
| 53,550 | | |
| 3,550 | | |
| 3,450 | | |
| (3,200 | ) | |
| 57,350 | |
| Used trailers shipped | |
| 3,150 | | |
| 150 | | |
| 1,550 | | |
| - | | |
| 4,850 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| New Trailers | |
$ | 1,250,264 | | |
$ | 227,382 | | |
$ | 89,041 | | |
$ | (72,862 | ) | |
$ | 1,493,825 | |
| Used Trailers | |
| 23,576 | | |
| 4,593 | | |
| 16,946 | | |
| - | | |
| 45,115 | |
| Components, parts and service | |
| 3,475 | | |
| 100,764 | | |
| 80,533 | | |
| (14,183 | ) | |
| 170,589 | |
| Equipment and other | |
| 16,849 | | |
| 133,499 | | |
| 3,560 | | |
| (122 | ) | |
| 153,786 | |
| Total net external sales | |
$ | 1,294,164 | | |
$ | 466,238 | | |
$ | 190,080 | | |
$ | (87,167 | ) | |
$ | 1,863,315 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
$ | 104,800 | | |
$ | 103,379 | | |
$ | 20,728 | | |
$ | 3,727 | | |
$ | 232,634 | |
| Income (Loss) from operations | |
$ | 81,141 | | |
$ | 54,879 | | |
$ | 3,785 | | |
$ | (17,419 | ) | |
$ | 122,386 | |
WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
| | |
December 31, | | |
December 31, | |
| | |
2015 | | |
2014 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 178,853 | | |
$ | 146,113 | |
| Accounts receivable | |
| 152,824 | | |
| 135,206 | |
| Inventories | |
| 166,982 | | |
| 177,144 | |
| Deferred income taxes | |
| 22,431 | | |
| 16,993 | |
| Prepaid expenses and other | |
| 8,417 | | |
| 10,203 | |
| Total current assets | |
$ | 529,507 | | |
$ | 485,659 | |
| | |
| | | |
| | |
| Property, plant and equipment | |
| 140,438 | | |
| 142,892 | |
| | |
| | | |
| | |
| Deferred income taxes | |
| 1,358 | | |
| - | |
| | |
| | | |
| | |
| Goodwill | |
| 149,718 | | |
| 149,603 | |
| | |
| | | |
| | |
| Intangible assets | |
| 114,616 | | |
| 137,100 | |
| | |
| | | |
| | |
| Other assets | |
| 14,489 | | |
| 13,397 | |
| | |
$ | 950,126 | | |
$ | 928,651 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Current portion of long-term debt | |
$ | 37,611 | | |
$ | 496 | |
| Current portion of capital lease obligations | |
| 806 | | |
| 1,458 | |
| Accounts payable | |
| 79,618 | | |
| 96,213 | |
| Other accrued liabilities | |
| 93,042 | | |
| 88,690 | |
| Total current liabilities | |
$ | 211,077 | | |
$ | 186,857 | |
| | |
| | | |
| | |
| Long-term debt | |
| 275,341 | | |
| 324,777 | |
| | |
| | | |
| | |
| Capital lease obligations | |
| 1,875 | | |
| 5,796 | |
| | |
| | | |
| | |
| Deferred income taxes | |
| 1,497 | | |
| 2,349 | |
| | |
| | | |
| | |
| Other noncurrent liabilities | |
| 20,525 | | |
| 18,040 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders' equity | |
| 439,811 | | |
| 390,832 | |
| | |
$ | 950,126 | | |
$ | 928,651 | |
WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS
(Dollars in thousands)
(Unaudited)
| | |
Twelve Months Ended December 31, | |
| | |
2015 | | |
2014 | |
| | |
| | |
| |
| Cash flows from operating activities | |
| | | |
| | |
| Net income | |
$ | 104,289 | | |
$ | 60,930 | |
| Adjustments to reconcile net income to net cash provided by (used in)
operating activities | |
| | | |
| | |
| Depreciation | |
| 16,739 | | |
| 16,951 | |
| Amortization of intangibles | |
| 21,259 | | |
| 21,878 | |
| Net (gain) loss on the sale of assets | |
| (8,299 | ) | |
| 13 | |
| Deferred income taxes | |
| (7,749 | ) | |
| 16,573 | |
| Loss on debt extinguishment | |
| 5,808 | | |
| 1,042 | |
| Stock-based compensation | |
| 10,010 | | |
| 7,833 | |
| Non-cash interest expense | |
| 5,222 | | |
| 5,994 | |
| Impairment of intangibles | |
| 1,087 | | |
| - | |
| Changes in operating assets and liabilities | |
| | | |
| | |
| Accounts receivable | |
| (17,618 | ) | |
| (14,848 | ) |
| Inventories | |
| 10,162 | | |
| 3,116 | |
| Prepaid expenses and other | |
| 1,786 | | |
| (571 | ) |
| Accounts payable and accrued liabilities | |
| (12,243 | ) | |
| (26,787 | ) |
| Other, net | |
| 1,342 | | |
| 511 | |
| Net cash provided by operating activities | |
$ | 131,795 | | |
$ | 92,635 | |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Capital expenditures | |
| (20,847 | ) | |
| (19,957 | ) |
| Proceeds from the sale of property, plant & equipment | |
| 13,203 | | |
| 87 | |
| Other, net | |
| - | | |
| 4,113 | |
| Net cash (used in) investing activities | |
$ | (7,644 | ) | |
$ | (15,757 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Proceeds from exercise of stock options | |
| 2,012 | | |
| 1,921 | |
| Borrowings under revolving credit facilities | |
| 1,134 | | |
| 806 | |
| Payments under revolving credit facilities | |
| (1,134 | ) | |
| (806 | ) |
| Principal payments under capital lease obligations | |
| (4,201 | ) | |
| (1,898 | ) |
| Proceeds from issuance of term loan credit facility | |
| 192,845 | | |
| - | |
| Principal payments under term loan credit facility | |
| (194,291 | ) | |
| (42,078 | ) |
| Principal payments under industrial revenue bond | |
| (496 | ) | |
| (475 | ) |
| Debt issuance costs paid | |
| (2,587 | ) | |
| - | |
| Convertible notes repurchase | |
| (22,936 | ) | |
| - | |
| Stock repurchase | |
| (61,757 | ) | |
| (1,497 | ) |
| Net cash (used in) financing activities | |
$ | (91,411 | ) | |
$ | (44,027 | ) |
| | |
| | | |
| | |
| Net increase (decrease) in cash and cash equivalents | |
$ | 32,740 | | |
$ | 32,851 | |
| Cash and cash equivalents at beginning of period | |
| 146,113 | | |
| 113,262 | |
| Cash and cash equivalents at end of period | |
$ | 178,853 | | |
$ | 146,113 | |
WABASH NATIONAL CORPORATION
RECONCILIATION OF GAAP FINANCIAL MEASURES
TO
NON-GAAP FINANCIAL MEASURES
(Dollars in thousands, except per share
amounts)
(Unaudited)
Operating
EBITDA1:
| | |
Three Months Ended
December 31, | | |
Twelve Months Ended
December 31, |
| | |
2015 | | |
2014 | | |
2015 | | |
2014 |
| Net income | |
$ | 33,286 | | |
$ | 19,088 | | |
$ | 104,289 | | |
$ | 60,930 |
| Income tax expense | |
| 16,578 | | |
| 9,655 | | |
| 59,022 | | |
| 37,532 |
| Interest expense | |
| 4,789 | | |
| 5,261 | | |
| 19,548 | | |
| 22,165 |
| Depreciation and amortization | |
| 9,538 | | |
| 9,686 | | |
| 37,997 | | |
| 38,829 |
| Stock-based compensation | |
| 3,355 | | |
| 2,324 | | |
| 10,010 | | |
| 7,833 |
| Impairment of intangibles | |
| 1,087 | | |
| - | | |
| 1,087 | | |
| - |
| Other non-operating expense
(income) | |
| 10 | | |
| 133 | | |
| (2,490 | ) | |
| 1,759 |
| Operating EBITDA | |
$ | 68,643 | | |
$ | 46,147 | | |
$ | 229,463 | | |
$ | 169,048 |
| | |
| | | |
| | | |
| | | |
| |
| | |
| | |
| | |
| | |
|
| | |
Three Months Ended |
| | |
March 31,
2015 | | |
June 30,
2015 | | |
September 30,
2015 | | |
December 31,
2015 |
| Net income | |
$ | 10,474 | | |
$ | 28,649 | | |
$ | 31,880 | | |
$ | 33,286 |
| Income tax expense | |
| 6,234 | | |
| 16,672 | | |
| 19,538 | | |
| 16,578 |
| Interest expense | |
| 5,173 | | |
| 4,802 | | |
| 4,784 | | |
| 4,789 |
| Depreciation and amortization | |
| 9,452 | | |
| 9,482 | | |
| 9,525 | | |
| 9,538 |
| Stock-based compensation | |
| 2,420 | | |
| 2,119 | | |
| 2,116 | | |
| 3,355 |
| Impairment of intangibles | |
| - | | |
| - | | |
| - | | |
| 1,087 |
| Other non-operating expense (income) | |
| 5,382 | | |
| (8,069 | ) | |
| 187 | | |
| 10 |
| Operating EBITDA | |
$ | 39,135 | | |
$ | 53,655 | | |
$ | 68,030 | | |
$ | 68,643 |
Adjusted Earnings2:
| | |
Three
Months Ended December 31, | | |
Twelve
Months Ended December 31, |
| | |
2015 | | |
2014 | | |
2015 | | |
2014 |
| | |
$ | | |
Per
Share | | |
$ | | |
Per
Share | | |
$ | | |
Per
Share | | |
$ | | |
Per
Share |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Net
Income | |
$ | 33,286 | | |
$ | 0.50 | | |
$ | 19,088 | | |
$ | 0.27 | | |
$ | 104,289 | | |
$ | 1.50 | | |
$ | 60,930 | | |
$ | 0.86 |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| Adjustments: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| Revaluation
of net deferred income tax assets due to changes in statutory tax rates | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,041 | | |
| 0.01 |
| Branch
Transactions, net of taxes3 | |
| - | | |
| - | | |
| - | | |
| - | | |
| (5,274 | ) | |
| (0.07 | ) | |
| 376 | | |
| 0.01 |
| Impairment
of intangibles, net of taxes | |
| 726 | | |
| - | | |
| - | | |
| - | | |
| 726 | | |
| 0.01 | | |
| - | | |
| - |
| Loss
on debt extinguishment, net of taxes | |
| 126 | | |
| - | | |
| - | | |
| - | | |
| 3,651 | | |
| 0.05 | | |
| 645 | | |
| 0.01 |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| Adjusted
earnings | |
$ | 34,138 | | |
$ | 0.51 | | |
$ | 19,088 | | |
$ | 0.27 | | |
$ | 103,392 | | |
$ | 1.49 | | |
$ | 62,992 | | |
$ | 0.89 |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| Weighted
Average # of Diluted Shares O/S | |
| 67,218 | | |
| | | |
| 69,685 | | |
| | | |
| 69,368 | | |
| | | |
| 71,063 | | |
| |
| | |
Three
Months Ended |
| | |
March
31, 2015 | | |
June
30, 2015 | | |
September
30, 2015 |
| | |
$ | | |
Per
Share | | |
$ | | |
Per
Share | | |
$ | | |
Per
Share |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Net
Income | |
$ | 10,474 | | |
$ | 0.15 | | |
$ | 28,649 | | |
$ | 0.41 | | |
$ | 31,880 | | |
$ | 0.47 |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| Adjustments: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| Loss
on debt extinguishment, net of taxes | |
| 3,314 | | |
| 0.05 | | |
| 211 | | |
| - | | |
| - | | |
| - |
| Branch
Transactions, net of taxes | |
| - | | |
| - | | |
| (5,274 | ) | |
| (0.07 | ) | |
| - | | |
| - |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| Adjusted
earnings | |
$ | 13,788 | | |
$ | 0.19 | | |
$ | 23,586 | | |
$ | 0.33 | | |
$ | 31,880 | | |
$ | 0.47 |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
| Weighted
Average # of Diluted Shares O/S | |
| 71,557 | | |
| | | |
| 70,694 | | |
| | | |
| 68,042 | | |
| |
| 1 | Operating EBITDA is defined as earnings before interest,
taxes, depreciation, amortization, stock-based compensation, impairment of intangibles and other non-operating income and expense. |
| 2 | Adjusted earnings and adjusted earnings per diluted
share reflect adjustments for non-recurring income recognized on the sale of former retail branch locations as well as charges
related to losses incurred in connection with the Company’s impairment of intangible assets and the extinguishment of debt.
Historically, we have excluded from these measures the revaluation of deferred income tax assets due to changes in statutory tax
rates. |
| 3 | Branch Transactions are comprised of the sale of assets
for three West Coast Retail branches in 2014 and the real estate associated with these same branches in 2015 |
Exhibit 99.2
| Media Contact: |
|
| Dana Stelsel |
| Corporate Communications Manager |
| Wabash National Corporation |
| (765) 771-5766 |
| dana.stelsel@wabashnational.com |
| |
| Investor Relations: |
| Mike Pettit |
| Vice President – Finance and Investor Relations |
| (765) 771-5581 |
| michael.pettit@wabashnational.com |
WABASH NATIONAL CORPORATION ANNOUNCES
$100 MILLION
STOCK REPURCHASE PROGRAM
LAFAYETTE, Ind., -- February 2, 2016
-- Wabash National Corporation (“Wabash” or “the Company”) (NYSE: WNC) today announced that its board of
directors has authorized the Company to repurchase up to $100 million of its common stock over a two-year
period. This is a new repurchase authorization as the $60 million previously authorized in December 2014 has been fully utilized.
Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined
by the Company. The Company, at its sole discretion, may limit or terminate the stock repurchase program at any time based on market
conditions, liquidity needs or other factors. The program is intended to enhance shareholder value by reducing the overall number
of outstanding shares, including by offsetting dilution resulting from stock-based compensation programs.
Dick Giromini, President and Chief Executive
Officer, said, "Board authorization of a new share repurchase program validates our continued commitment to a balanced capital
allocation plan that includes a return of capital to our shareholders. We are taking this action as part of our ongoing commitment
to reward shareholders based on the confidence we have in Wabash’s earnings, cash flow, and growth potential while continuing
to execute our capital allocation strategy. We remain confident that we will have sufficient cash flow to continue an active share
repurchase program and grow the business while also maintaining strong liquidity, deleveraging our balance sheet and growing the
business."
About Wabash National Corporation
Headquartered
in Lafayette, Indiana, Wabash National Corporation (NYSE: WNC) is a diversified industrial manufacturer and North America’s
leading producer of semi-trailers and liquid transportation systems. Established in 1985, the company manufactures a diverse range
of products including: dry freight and refrigerated trailers, platform trailers, bulk tank trailers, dry and refrigerated truck
bodies, truck-mounted tanks, intermodal equipment, aircraft refueling equipment, structural composite panels and products, trailer
aerodynamic solutions, and specialty food grade and pharmaceutical equipment. Its innovative products are sold under the following
brand names: Wabash National®, Beall®, Benson®, Brenner® Tank, Bulk
Tank International, DuraPlate®, Extract Technology®, Garsite, Progress Tank, Transcraft®,
Walker Engineered Products, and Walker Transport. Visit www.wabashnational.com to learn more.
Safe Harbor Statement
This press release contains certain forward-looking
statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company’s
current expectations or forecasts of future events. All statements contained in this press release other than statements of historical
fact are forward-looking statements, including statements regarding the implementation of the repurchase program and the Company’s
capital allocation strategy. These forward-looking statements are subject to certain risks and uncertainties that could cause actual
results to differ materially from those implied by the forward-looking statements. Without limit, these risks and uncertainties
include changes in economic conditions, changes in the Company’s business and results of operations, access to capital, availability
of alternative uses of capital, and other risks, including those set forth in the various disclosures made by the Company’s
filings with the SEC.
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