Form 8-K FreightCar America, Inc. For: Aug 08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
On August 8, 2022, FreightCar America, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Exhibit 99.1 is being furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 |
|
Press release of FreightCar America, Inc., dated August 8, 2022. |
Exhibit 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FREIGHTCAR AMERICA, INC. |
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Date: August 8, 2022 |
By: |
/s/ Michael A. Riordan |
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Michael A. Riordan |
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Vice President, Finance, Chief Financial Officer and Treasurer |
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Exhibit 99.1
FreightCar America, Inc. Reports Second Quarter 2022 Results
Second quarter 2022 revenue up 52% year-over-year and gross margin of 11.6%
Company raises revenue and delivery outlook for fiscal year 2022
Chicago, IL, August 8, 2022-- FreightCar America, Inc. (NASDAQ: RAIL) (“FCA” or the “Company”), a diversified manufacturer of railroad freight cars, today reported results for the second quarter ended June 30, 2022.
Second Quarter 2022 Highlights
Jim Meyer, President and Chief Executive Officer of FreightCar America, commented, “FreightCar America reported solid results in the second quarter, recording positive Adjusted EBITDA on just 468 railcars due to planned line changeovers which temporarily curtailed production. The changeovers went smoothly and according to plan, and these results demonstrate our ability to generate superior margins even while producing far fewer units and against the continuing backdrop of high steel costs. For the balance of the year, we expect to produce upwards of 2,000 railcars.”
Meyer continued, “Our work to expand the Castaños facility continues, and we believe that we are well on our way to building a world class manufacturing footprint in Northern Mexico with equal focus on product flexibility, quality, and low cost. At the same time, our commercial team remains focused on growing our business in a margin-accretive manner.”
Second Quarter 2022 Results
1
Fiscal Year 2022 Outlook
Fiscal Year 2022 |
|
Revenue |
Between $340 million and $360 million |
Railcar Deliveries |
Between 3,000 and 3,200 railcars |
Mike Riordan, Chief Financial Officer, added, “We executed on our strategic and financial objectives in the second quarter, and while our production year-to-date was largely in line with our internal expectations, we are expecting a significant uptick in units delivered for the balance of fiscal 2022. Due to stronger levels of order activity, and a robust backlog, we are raising our previously stated 2022 outlook.”
Second Quarter 2022 Conference Call & Webcast Information
The Company will host a conference call and live webcast on Tuesday, August 9, 2022 at 11:00 a.m. (Eastern Time) to discuss its second quarter 2022 financial results. Investors, analysts, and members of the media interested in listening to the live presentation are encouraged to join a webcast of the call, available at:
Event URL: https://viavid.webcasts.com/starthere.jsp?ei=1558577&tp_key=e146d97490
Please note that the webcast is listen-only and webcast participants will not be able to participate in the question and answer portion of the conference call. Interested parties may also participate in the call by dialing (877) 407-0789 or (201) 689-8562 and entering the passcode 13731238. Interested parties are asked to dial in approximately 10 to 15 minutes prior to the start time of the call.
An audio replay of the conference call will be available beginning at 2:00 p.m. (Eastern Time) on August 9, 2022, until 12:00 a.m. (Eastern Time) on Wednesday August 23, 2022. To access the replay, please dial (844) 512-2921 or (412) 317-6671. The replay passcode is 13731238. An archived version of the webcast will also be available on the Company’s website.
About FreightCar America
FreightCar America, Inc. is a diversified manufacturer of railroad freight cars that also supplies railcar parts and leases freight cars through its FreightCar America Leasing Company subsidiaries. FreightCar America designs and builds high-quality railcars, including open top hopper cars, covered hopper cars, intermodal and non-intermodal flat cars, mill gondola cars, coil steel cars, boxcars and coal cars, and also specializes in the conversion of railcars for repurposed use. FreightCar America is headquartered in Chicago, Illinois and has facilities in the following locations: Castaños, Mexico; Johnstown, Pennsylvania; and Shanghai, People’s Republic of China. More information about FreightCar America is available on its website at www.freightcaramerica.com.
Forward-Looking Statements
This press release may contain statements relating to our expected financial performance and/or future business prospects, events and plans that are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our estimates and assumptions only as of the date of this press release. Our actual results may differ materially from the results described in or anticipated by our forward-looking statements due to certain risks and uncertainties. These potential risks and uncertainties include, among other things: risks relating to the potential financial and operational impacts of the COVID-19 pandemic; the cyclical nature of our business; adverse economic and market conditions; fluctuating costs of raw materials, including
2
steel and aluminum, and delays in the delivery of raw materials; our ability to maintain relationships with our suppliers of railcar components; our reliance upon a small number of customers that represent a large percentage of our sales; the variable purchase patterns of our customers and the timing of completion, delivery and customer acceptance of orders; the highly competitive nature of our industry; the risk of lack of acceptance of our new railcar offerings by our customers; and other competitive factors. We expressly disclaim any duty to provide updates to any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise.
INVESTOR & MEDIA CONTACT |
Lisa Fortuna or Stephen Poe |
TELEPHONE |
312-445-2870 |
# # #
3
FreightCar America, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
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June 30, |
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December 31, |
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Assets |
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(in thousands) |
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Current assets |
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Cash, cash equivalents and restricted cash equivalents |
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$ |
21,531 |
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$ |
26,240 |
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Accounts receivable, net |
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23,488 |
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9,571 |
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VAT receivable |
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13,307 |
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31,136 |
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Inventories, net |
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75,845 |
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56,012 |
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Related party asset |
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5,121 |
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8,680 |
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Prepaid expenses |
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11,188 |
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5,087 |
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Total current assets |
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150,480 |
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136,726 |
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Property, plant and equipment, net |
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19,284 |
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18,236 |
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Railcars available for lease, net |
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19,852 |
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20,160 |
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Right of use asset |
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16,033 |
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16,669 |
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Other long-term assets |
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6,705 |
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8,873 |
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Total assets |
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$ |
212,354 |
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$ |
200,664 |
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Liabilities and Stockholders’ Equity |
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Current liabilities |
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Accounts and contractual payables |
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$ |
46,767 |
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$ |
41,185 |
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Related party accounts payable |
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5,454 |
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8,870 |
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Accrued payroll and other employee costs |
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1,883 |
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2,912 |
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Reserve for workers' compensation |
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1,271 |
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1,563 |
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Accrued warranty |
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4,788 |
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2,533 |
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Customer deposits |
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18,706 |
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3,300 |
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Deferred income state and local incentives, current |
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— |
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1,291 |
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Lease liability, current |
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1,623 |
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1,955 |
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Other current liabilities |
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5,626 |
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5,711 |
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Total current liabilities |
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86,118 |
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69,320 |
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Long-term debt, net of current portion |
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81,960 |
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79,484 |
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Warrant liability |
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34,498 |
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32,514 |
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Accrued pension costs |
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— |
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35 |
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Deferred income state and local incentives, long-term |
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— |
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1,216 |
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Lease liability, long-term |
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15,995 |
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16,617 |
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Other long-term liabilities |
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3,934 |
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3,134 |
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Total liabilities |
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222,505 |
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202,320 |
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Stockholders’ deficit |
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Preferred stock |
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- |
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- |
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Common stock |
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198 |
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190 |
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Additional paid-in capital |
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86,380 |
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83,742 |
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Accumulated other comprehensive loss |
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(5,355 |
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(5,522 |
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Accumulated deficit |
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(91,374 |
) |
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(80,066 |
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Total stockholders' deficit |
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(10,151 |
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(1,656 |
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Total liabilities and stockholders’ deficit |
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$ |
212,354 |
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$ |
200,664 |
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4
FreightCar America, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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(In thousands, except for share and per share data) |
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Revenues |
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$ |
56,786 |
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$ |
37,354 |
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$ |
150,022 |
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$ |
69,724 |
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Cost of sales |
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50,197 |
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35,357 |
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133,375 |
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66,411 |
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Gross profit |
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6,589 |
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1,997 |
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16,647 |
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3,313 |
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Selling, general and administrative expenses |
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4,053 |
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6,294 |
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14,766 |
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15,445 |
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Restructuring and impairment charges |
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— |
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(120 |
) |
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— |
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6,530 |
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Operating income (loss) |
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2,536 |
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(4,177 |
) |
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1,881 |
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(18,662 |
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Interest expense |
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(5,757 |
) |
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(3,212 |
) |
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(11,462 |
) |
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(5,714 |
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Gain (loss) on change in fair market value of warrant liability |
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18,746 |
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3,452 |
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(1,984 |
) |
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(18,676 |
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Other income |
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661 |
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230 |
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2,157 |
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345 |
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Income (loss) before income taxes |
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16,186 |
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(3,707 |
) |
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(9,408 |
) |
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(42,707 |
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Income tax provision |
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1,647 |
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|
504 |
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1,900 |
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|
636 |
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Net income (loss) |
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$ |
14,539 |
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$ |
(4,211 |
) |
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$ |
(11,308 |
) |
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$ |
(43,343 |
) |
Net income (loss) per common share- basic |
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$ |
0.58 |
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$ |
(0.24 |
) |
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$ |
(0.47 |
) |
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$ |
(2.19 |
) |
Net income (loss) per common share - diluted |
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$ |
0.58 |
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$ |
(0.24 |
) |
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$ |
(0.47 |
) |
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$ |
(2.19 |
) |
Weighted average common shares outstanding – basic |
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24,499,784 |
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20,160,410 |
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23,994,327 |
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20,084,199 |
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Weighted average common shares outstanding – diluted |
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24,499,784 |
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20,160,410 |
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23,994,327 |
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20,084,199 |
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FreightCar America, Inc.
Segment Data
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenues: |
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Manufacturing |
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$ |
53,606 |
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$ |
35,158 |
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$ |
143,731 |
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$ |
65,177 |
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Corporate and Other |
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|
3,180 |
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|
|
2,196 |
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6,291 |
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|
|
4,547 |
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Consolidated revenues |
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$ |
56,786 |
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$ |
37,354 |
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$ |
150,022 |
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$ |
69,724 |
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Operating income (loss): |
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Manufacturing |
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$ |
4,900 |
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$ |
237 |
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$ |
13,416 |
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$ |
(5,781 |
) |
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Corporate and Other |
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|
(2,364 |
) |
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|
(4,414 |
) |
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(11,535 |
) |
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|
(12,881 |
) |
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Consolidated operating income (loss) |
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$ |
2,536 |
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$ |
(4,177 |
) |
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$ |
1,881 |
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$ |
(18,662 |
) |
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5
FreightCar America, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Six Months Ended June 30, |
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2022 |
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2021 |
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Cash flows from operating activities |
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(in thousands) |
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Net loss |
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$ |
(11,308 |
) |
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$ |
(43,343 |
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Adjustments to reconcile net loss to net cash flows used in operating activities: |
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Restructuring and impairment charges |
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— |
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6,530 |
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Depreciation and amortization |
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2,060 |
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|
2,196 |
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Non-cash lease expense on right-of-use assets |
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|
636 |
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|
887 |
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Recognition of deferred income from state and local incentives |
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|
(2,507 |
) |
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|
(1,110 |
) |
Loss on change in fair market value for warrant liability |
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|
1,984 |
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|
18,676 |
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Stock-based compensation recognized |
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|
1,490 |
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|
|
2,961 |
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Non-cash interest expense |
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|
7,472 |
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|
1,981 |
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Other non-cash items, net |
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|
— |
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|
96 |
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Changes in operating assets and liabilities, net of acquisitions: |
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||
Accounts receivable |
|
|
(13,917 |
) |
|
|
916 |
|
VAT receivable |
|
|
16,940 |
|
|
|
(16,814 |
) |
Inventories |
|
|
(16,926 |
) |
|
|
(6,814 |
) |
Other assets |
|
|
(7,281 |
) |
|
|
(6,263 |
) |
Related party asset, net |
|
|
143 |
|
|
|
(2,769 |
) |
Accounts and contractual payables |
|
|
3,525 |
|
|
|
10,633 |
|
Accrued payroll and employee benefits |
|
|
(1,028 |
) |
|
|
(802 |
) |
Income taxes payable |
|
|
1,036 |
|
|
|
(360 |
) |
Accrued warranty |
|
|
2,255 |
|
|
|
(2,366 |
) |
Lease liability |
|
|
(954 |
) |
|
|
(1,180 |
) |
Customer deposits |
|
|
15,406 |
|
|
|
— |
|
Other liabilities |
|
|
(1,527 |
) |
|
|
(6,749 |
) |
Accrued pension costs and accrued postretirement benefits |
|
|
105 |
|
|
|
(415 |
) |
Net cash flows used in operating activities |
|
|
(2,396 |
) |
|
|
(44,109 |
) |
|
|
|
|
|
|
|
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Cash flows from investing activities |
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|
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|
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Maturity of restricted certificates of deposit |
|
|
— |
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|
|
182 |
|
Purchase of property, plant and equipment |
|
|
(2,808 |
) |
|
|
(1,433 |
) |
Proceeds from sale of property, plant and equipment and railcars available for lease |
|
|
— |
|
|
|
433 |
|
Net cash flows used in investing activities |
|
|
(2,808 |
) |
|
|
(818 |
) |
|
|
|
|
|
|
|
|
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Cash flows from financing activities |
|
|
|
|
|
|
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Proceeds from issuance of long-term debt |
|
|
— |
|
|
|
16,000 |
|
Deferred financing costs |
|
|
— |
|
|
|
(480 |
) |
Borrowings on revolving line of credit |
|
|
49,282 |
|
|
|
7,220 |
|
Repayments on revolving line of credit |
|
|
(48,770 |
) |
|
|
(11,068 |
) |
Employee stock settlement |
|
|
(13 |
) |
|
|
(7 |
) |
Payment for stock appreciation rights exercised |
|
|
(4 |
) |
|
|
(55 |
) |
Net cash flows provided by financing activities |
|
|
495 |
|
|
|
11,610 |
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(4,709 |
) |
|
|
(33,317 |
) |
Cash, cash equivalents and restricted cash equivalents at beginning of period |
|
|
26,240 |
|
|
|
54,047 |
|
Cash, cash equivalents and restricted cash equivalents at end of period |
|
$ |
21,531 |
|
|
$ |
20,730 |
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
|
||
Interest paid |
|
$ |
3,990 |
|
|
$ |
2,813 |
|
Income tax refunds received, net of payments |
|
$ |
— |
|
|
$ |
5 |
|
Non-cash transactions |
|
|
|
|
|
|
||
Change in unpaid construction in process |
|
$ |
(8 |
) |
|
$ |
530 |
|
Accrued PIK interest paid through issuance of PIK Note |
|
$ |
722 |
|
|
$ |
553 |
|
Issuance of warrants |
|
$ |
8,560 |
|
|
$ |
— |
|
Issuance of equity fee |
|
$ |
2,000 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
6
7
FreightCar America, Inc.
Reconciliation of income before taxes to EBITDA(1) and Adjusted EBITDA(2)
(Unaudited)
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|||||||
|
|
2022 |
|
2021 |
|
|
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
$ |
16,186 |
$ |
(3,707) |
|
|
$ |
(9,408) |
$ |
(42,707) |
|
Depreciation & Amortization |
|
1,036 |
|
999 |
|
|
|
2,060 |
|
2,196 |
|
Interest Expense, net |
|
5,757 |
|
3,212 |
|
|
|
11,462 |
|
5,714 |
|
EBITDA |
|
22,979 |
|
504 |
|
|
|
4,114 |
|
(34,797) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Fair Value of Warrant (a) |
|
(18,746) |
|
(3,452) |
|
|
|
1,984 |
|
18,676 |
|
Restructuring and impairment charges (b) |
|
- |
|
(120) |
|
|
|
- |
|
6,530 |
|
Alabama Grant Amortization (c) |
|
- |
|
(555) |
|
|
|
(1,857) |
|
(1,110) |
|
Transaction Costs (d) |
|
- |
|
296 |
|
|
|
- |
|
296 |
|
Consulting Costs (e) |
|
412 |
|
- |
|
|
|
762 |
|
- |
|
Corporate Realignment (f) |
|
1,075 |
|
- |
|
|
|
1,260 |
|
- |
|
Legal Reserve (g) |
|
- |
|
- |
|
|
|
- |
|
500 |
|
Plant Transition Costs (h) |
|
- |
|
140 |
|
|
|
- |
|
2,386 |
|
Stock Based Compensation |
|
(2,754) |
|
299 |
|
|
|
1,490 |
|
2,961 |
|
Other, net |
|
(661) |
|
(230) |
|
|
|
(2,157) |
|
(345) |
|
Adjusted EBITDA |
$ |
2,305 |
$ |
(3,118) |
|
|
$ |
5,596 |
$ |
(4,903) |
(1) EBITDA represents earnings before interest, taxes, depreciation and amortization. We believe EBITDA is useful to investors in evaluating our operating performance compared to that of other companies in our industry. In addition, our management uses EBITDA to evaluate our operating performance. The calculation of EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending. These items may vary for different companies for reasons unrelated to the overall performance of the company’s business. EBITDA is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider EBITDA in isolation or as a substitute for net income, cash flows from operating activities or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of EBITDA is not necessarily comparable to that of other similar titled measures reported by other companies.
(2) Adjusted EBITDA represents EBITDA before the following charges:
We believe that Adjusted EBITDA is useful to investors evaluating our operating performance compared to that of other companies in our industry because it eliminates the impact of certain non-cash charges and other special items that affect the comparability of results in past quarters. Adjusted EBITDA is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when
8
analyzing our operating performance, investors should not consider Adjusted EBITDA in isolation or as a substitute for net income, cash flows from operating activities or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of Adjusted EBITDA is not necessarily comparable to that of other similarly titled measures reported by other companies.
9
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