Wabash National Corporation · NYSE:WNC
Wabash National — Merger or Acquisition (August 2017)
22 slides from Wabash National's merger presentation, Aug 9, 2017
Slide 1: Supreme Acquisition: Delivering on Our Strategic Plan
Supreme Acquisition: Delivering on Our Strategic Plan August 9, 2017 Dick Giromini, CEO Brent Yeagy, President & COO
Slide 2: Important Information and Safe Harbor Statement
IMPORTANT INFORMATION AND SAFE HARBOR STATEMENT No Offer or Solicitation The tender offer for Supreme Industries, Inc.’s outstanding common stock described in this presentation has not commenced, and this presentation is neither an offer to purchase nor a solicitation of an offer to sell shares of S
Slide 3: Wabash to Acquire Supreme
WABASH TO ACQUIRE SUPREME Wabash National Corporation Announces Agreement to Acquire Supreme Industries, Inc. * Accelerates Wabash National's organic growth in the approximately $2.08 final mile equipment market * Builds on Supreme’s 43-year heritage of truck body manufacturing and customer service,
Slide 4: Transaction Rationale
TRANSACTION RATIONALE Wabash entered the Final Mile segment in 2015. This acquisition allows Wabash to Delivers on benefit from increasing urbanization and growth in ecommerce and home delivery Final Mile Strategy As the #2 player in the truck body segment, Supreme accelerates Wabash’s strategy
Slide 5: Existing Products Supporting Final Mile Growth
EXISTING PRODUCTS SUPPORTING FINAL MILE GROWTH Accelerates key growth strategy – which Wabash entered in 2015 Cold Chain Series Refrigerated Truck Body Final Mile Series Dry Truck Body Available with molded structural composite thermal Utilizes industry-leading DuraPlate® panels technology: Ro
Slide 6: Growth in Final Mile
GROWTH IN FINAL MILE Why It Matters Key Drivers • Trend towards next day and same day delivery • The younger the consumer, the faster the expectation of delivery • Cold Chain Logistics market in North America forecasted to grow at double digits -- Amazon acquisition of Whole Foods • Evolving changes
Slide 7: Transaction Details
TRANSACTION DETAILS • Tender offer of $21 per share • Approximate enterprise value of $342M including the assumption of net debt • 2017 Forecasted Operating EBITDA of $34M (1) • Combination will strengthen Wabash’s foothold in the Company Overview rapidly growing Final Mile space and diversify its p
Slide 8: Supreme's Robust Business Portfolio
SUPREME’S ROBUST BUSINESS PORTFOLIO % of 2016 Revenue Broad Geographic Footprint Goshen, IN (Headquarters) Ligonier, IN Dry Freight (68%) Signature Van Iner-City Cutaway Jonestown, PA Refrigerated Moreno Valley, CA Griffin, GA (12%) Cleburne, TX Kold King Truck Plant Structural Laminating Specialty
Slide 9: Portfolio Expansion Through Addition of Class 2-5 Truck Bodies
PORTFOLIO EXPANSION THROUGH ADDITION OF CLASS 2-5 TRUCK BODIES Class 2 Class 3 Classes 4-5 Classes 6-8 6,000 – 10,000 lbs 10,000 – 14,000 lbs 14,000 – 16,000 lbs >19,500 lbs • Vans • Walk-In Vans • Small & Medium Duty • Heavy-Duty Truck Bodies • Pick-Ups • Small Truck Bodies Truck Bodies • 28’ Pup T
Slide 10: Opportunity to Grow in an Attractive Segment
OPPORTUNITY TO GROW IN AN ATTRACTIVE SEGMENT % of 2015 Truck Bodies Sold Manufacturers • 50+ U.S. manufacturers All Other Morgan / 30% Morgan-Olson • Fragmented space where over 40 42% manufacturers make up ~30% of sales Unicell Ltd. • Most are smaller, privately held regional 3% Supreme players Uti
Slide 11: Strong Backlog, Increasingly Beneficial Customer Mix
STRONG BACKLOG, INCREASINGLY BENEFICIAL CUSTOMER MIX Supreme Revenue and Gross Margin Supreme Operating EBITDA and Operating EBITDA Margin $400 24.0% $40 12.0% $33 $278 $299 $300 22.5% $30 11.0% 10.5% $236 $23 22.4% ($ mils) ($ mils) $200 21.0% $20 $17 8.4% 9.0% 19.5% 7.2% $100 19.5% $10 7.5% 18.6%
Slide 12: Supreme Will Significantly Reduce Dependency on Dry Van Demand
SUPREME WILL SIGNIFICANTLY REDUCE DEPENDENCY ON DRY VAN DEMAND Consolidated Revenue 2017: Supreme 2005 vs. 2016 vs. 2018E Industries, Inc. Acquisition All Other Products Dry Vans 2017: Little Falls $1.8B Facility Acquisition 2015: Truck $1.2B Highlights Bodies Launch Dry Vans Dry Vans 2012/13: Walke
Slide 13: Significant Synergy and Growth Potential
SIGNIFICANT SYNERGY AND GROWTH POTENTIAL Expected Annual Cost Synergies Derived from Various Channels ~$20M Supply Chain Savings Increased scale provides material purchasing savings Significant benefits from shop floor process Wabash Management improvements driven by Wabash’s best-in-class System Im
Slide 14: Combination Will Be Mutually Beneficial to Both Companies
COMBINATION WILL BE MUTUALLY BENEFICIAL TO BOTH COMPANIES Wabash Customers Expanding Into Final Mile Wabash’s Superior Material Technologies Honeycomb Core Full Launch Expected by Mid-2018 • Exclusive license to continuous honeycomb process technology for the containment and transportation industrie
Slide 15: Strategically Positioned Manufacturing and Distribution Footprint
STRATEGICALLY POSITIONED MANUFACTURING AND DISTRIBUTION FOOTPRINT Goshen, IN Jonestown, PA Ligonier, IN Lafayette, IN Moreno Valley, CA Griffin, GA Cleburne, TX Top 20 Metro Area by GDP (within 200 Miles) 13 Wabash Wabash Supreme 7 Supreme Manufacturing Plants (1) Corporate Office Corporate Office M
Slide 16: Pro Forma Company Structure
PRO FORMA COMPANY STRUCTURE Wabash National Corporation Commercial Trailer Products Diversified Products Final Mile Products • Dry & Refrigerated Vans • Tank Trailers & Truck-Mounted • Truck-Mounted Dry Bodies • Platform Trailers Tanks • Truck-Mounted Reefer Bodies • Fleet Used Trailers • Composite
Slide 17: Financial Information
FINANCIAL INFORMATION Wabash National Corporation Supreme 2016 Metrics Revenue $1,845M $299M Operating EBITDA (1) $253M $33M Operating EBITDA Margin 13.6% 10.9% EBIT $215M $29M EBIT Margin 11.6% 9.6% CapEx $20M $4M Employees 5,100 1,450 Note: 1. Operating EBITDA = Operating Income + Depreciation and
Slide 18: Delivering Growth and Diversification
DELIVERING GROWTH AND DIVERSIFICATION Strategic M&A Criteria Supreme Fits the Bill Value-added, engineered products $300M Platform and #2 market share leader 1 and services manufactured at scale where we can provide customer to produce built-to-order truck bodies for the Final Mile market solution
Slide 19: Appendix
WABASH NATIONAL CORPORATION Appendix
Slide 20: Reconciliation of Non-GAAP Measures: Wabash
RECONCILIATION OF NON-GAAP MEASURES: WABASH EBITDA Reconciliation ($Ms) Wabash EBITDA Reconciliation $Ms, unless stated 2016 Net Income $119 Interest Expense 16 Income Tax Expense 66 Depreciation and Amortization 37 Stock-based Compensation 12 Impairment Charges 2 Other Non-Operating Expenses 1 Oper
Slide 21: Reconciliation of Non-GAAP Measures: Supreme
RECONCILIATION OF NON-GAAP MEASURES: SUPREME EBITDA Reconciliation ($Ms) Supreme EBITDA Reconciliation $Ms, unless stated Twelve Months Ended December 31, 2014 2015 2016 2017 Forecast Net Income $8 $13 $19 $19 Interest Expense, net 1 0 1 1 Income Tax Expense 4 6 9 10 Depreciation and Amortization 4
Slide 22: Disclaimer
DISCLAIMER We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, off
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