FREIGHTCAR AMERICA, INC., 10-K filed on 3/22/2022
Annual Report
v3.22.1
Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Mar. 11, 2022
Jun. 30, 2021
Document Information [Line Items]        
Document Type 10-K      
Document Annual Report true      
Current Fiscal Year End Date --12-31      
Document Period End Date Dec. 31, 2021      
Document Fiscal Year Focus 2021      
Document Transition Report false      
Entity File Number 000-51237      
Entity Registrant Name FREIGHTCAR AMERICA, INC      
Entity Incorporation, State or Country Code DE      
Entity Tax Identification Number 25-1837219      
Entity Address, Address Line One 125 S. Wacker Drive      
Entity Address, Address Line Two Suite 1500      
Entity Address, City or Town Chicago      
Entity Address, State or Province IL      
Entity Address, Postal Zip Code 60606      
City Area Code 800      
Local Phone Number 458-2235      
Title of 12(b) Security Common stock, par value $0.01 per share      
Trading Symbol RAIL      
Security Exchange Name NASDAQ      
Entity Well-known Seasoned Issuer No      
Entity Voluntary Filers No      
Entity Current Reporting Status Yes      
Entity Interactive Data Current Yes      
Entity Filer Category Non-accelerated Filer      
Entity Small Business true      
Entity Emerging Growth Company false      
Entity Shell Company false      
ICFR Auditor Attestation Flag false      
Entity Public Float       $ 72.8
Entity Common Stock, Shares Outstanding     16,475,266  
Amendment Flag false      
Document Fiscal Period Focus FY      
Entity Central Index Key 0001320854      
Documents Incorporated by Reference

DOCUMENTS INCORPORATED BY REFERENCE

Documents

Part of Form 10-K

Portions of the registrant’s definitive Proxy Statement for the 2022 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days of the end of the registrant’s fiscal year ended December 31

Part III
     
Auditor Name Grant Thornton LLP Deloitte & Touche LLP    
Auditor Location Chicago, Illinois Chicago, Illinois    
Auditor Firm ID 248 34    
v3.22.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Current assets    
Cash, cash equivalents and restricted cash equivalents $ 26,240 $ 54,047
Restricted certificates of deposit 182
Accounts receivable, net of allowance for doubtful accounts of $323 and $1,235 respectively 9,571 9,421
VAT receivable 31,136 4,462
Inventories, net 56,012 38,831
Assets held for sale 10,383
Related party asset 8,680
Prepaid expenses 5,087 3,652
Total current assets 136,726 120,978
Property, plant and equipment, net 18,236 19,642
Railcars available for lease, net 20,160 20,933
Right of use asset 16,669 18,152
Other long-term assets 8,873 3,037
Total assets 200,664 182,742
Current liabilities    
Accounts and contractual payables 41,185 17,840
Related party accounts payable 8,870 814
Accrued payroll and other employee costs 2,912 2,505
Reserve for workers’ compensation 1,563 2,645
Accrued warranty 2,533 5,216
Customer deposits 3,300 4,351
Deferred income state and local incentives, current 1,291 2,219
Lease liability, current 1,955 11,635
Current portion of long-term debt 17,605
Other current liabilities 5,711 6,319
Total current liabilities 69,320 71,149
Long-term debt, net of current portion 79,484 37,668
Warrant liability 32,514 12,730
Accrued pension costs 35 7,046
Deferred income state and local incentives, long-term 1,216 2,503
Lease liability, long-term 16,617 18,549
Other long-term liabilities 3,134 2,600
Total liabilities 202,320 152,245
Stockholders' (deficit) equity    
Preferred stock, $0.01 par value, 2,500,000 shares authorized (100,000 shares each designated as Series A voting and Series B non-voting, 0 shares issued and outstanding at December 31, 2021 and December 31, 2020)
Common stock, $0.01 par value, 50,000,000 shares authorized, 15,947,228 and 15,861,406 shares issued at December 31, 2021 and December 31, 2020, respectively 190 159
Additional paid in capital 83,742 82,064
Treasury stock, at cost, 0 and 327,577 shares at December 31, 2021 and December 31, 2020, respectively (1,344)
Accumulated other comprehensive loss (5,522) (11,763)
Accumulated deficit (80,066) (38,619)
Total stockholders' (deficit) equity (1,656) 30,497
Total liabilities and stockholders' (deficit) equity $ 200,664 $ 182,742
v3.22.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Allowance for doubtful accounts $ 323 $ 1,235
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 2,500,000 2,500,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 50,000,000 50,000,000
Common stock, shares issued 15,947,228 15,861,406
Treasury stock, shares at cost 0 327,577
Series A Preferred Stock [Member]    
Preferred stock, shares authorized 100,000 100,000
Series B Preferred Stock [Member]    
Preferred stock, shares authorized 100,000 100,000
v3.22.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Consolidated Statements of Operations [Abstract]    
Revenues $ 203,050 $ 108,447
Cost of sales 191,592 121,949
Gross profit (loss) 11,458 (13,502)
Selling, general and administrative expenses 27,532 29,815
Impairment on leased railcars 158 18,951
Restructuring and impairment charges 6,530 18,325
Operating loss (22,762) (80,593)
Interest expense (13,317) (2,225)
Loss on change in fair market value of warrant liability (14,894) (3,657)
Gain on extinguishment of debt 10,122 0
Other income 817 576
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total (40,034) (85,899)
Income tax provision 1,413 199
Net loss (41,447) (86,098)
Less Net loss attributable to noncontrolling interest in JV (1,655)
Net loss attributable to FreightCar America $ (41,447) $ (84,443)
Net loss per common share attributable to FreightCar America- basic $ (2.00) $ (6.29)
Net loss per common share attributable to FreightCar America- diluted $ (2.00) $ (6.29)
Weighted average common shares outstanding - basic 20,766,398 13,432,428
Weighted average common shares outstanding - diluted 20,766,398 13,432,428
v3.22.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Consolidated Statements of Comprehensive Loss [Abstract]    
Net loss $ (41,447) $ (86,098)
Other comprehensive income net of tax:    
Pension and postretirement liability adjustments, net of tax 6,241 (983)
Comprehensive loss $ (35,206) $ (87,081)
v3.22.1
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid In Capital [Member]
Treasury Stock [Member]
Accumulated Other Comprehensive Loss [Member]
Retained Earnings [Member]
Noncontrolling Interest [Member]
Balance at Dec. 31, 2019 $ 117,154 $ 127 $ 83,027 $ (989) $ (10,780) $ 45,824 $ (55)
Balance (Shares) at Dec. 31, 2019   12,731,678   (44,855)      
Net loss (86,098)         (84,443) (1,655)
Acquisition of JV non-controlling interest 171 $ 23 (1,904)       1,710
Acquisition of JV non-controlling interest, shares   2,257,234          
Other comprehensive Income (983)       (983)    
Restricted stock awards   $ 9 (9)        
Restricted stock awards, shares   872,494          
Employee stock settlement (9)     $ 9      
Employee stock settlement, shares       5,717      
Forfeiture of restricted stock awards     346 $ (346)      
Forfeiture of restricted stock awards, shares       277,005      
Stock-based compensation recognized 604   604        
Balance at Dec. 31, 2020 30,497 $ 159 82,064 $ (1,344) (11,763) (38,619) 0
Balance (Shares) at Dec. 31, 2020   15,861,406   (327,577)      
Net loss (41,447)         (41,447)  
Other comprehensive Income 6,241       6,241    
Restricted stock awards   $ 2 (2)        
Restricted stock awards, shares   213,465          
Employee stock settlement (12)   5 $ 7      
Employee stock settlement, shares   1,638   2,215      
Forfeiture of restricted stock awards (1) $ (2) 432 $ (431)      
Forfeiture of restricted stock awards, shares   144,026   116,795      
Exercise of stock appreciation rights 54 54        
Exercise of stock appreciation rights, shares   10,237          
Stock-based compensation recognized 762   762        
Equity Fees 2,250 $ 31 437 $ 1,782      
Equity Fees, Shares   7,784   446,587      
Balance at Dec. 31, 2021 $ (1,656) $ 190 $ 83,742 $ 0 $ (5,522) $ (80,066) $ 0
Balance (Shares) at Dec. 31, 2021   15,947,228   0      
v3.22.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Cash flows from operating activities    
Net loss $ (41,447) $ (86,098)
Adjustments to reconcile net loss to net cash flows used in operating activities:    
Restructuring and impairment charges 6,530 18,325
Depreciation and amortization 4,304 9,202
Non-cash lease expense on right-of-use assets 1,483 7,063
Recognition of deferred income from state and local incentives (2,215) (2,219)
Loss on change in fair market value of warrant liability 14,894 3,657
Impairment on leased railcars 158 18,951
Stock-based compensation recognized 2,977 1,034
Non-cash interest expense 5,502 1,023
Gain on extinguishment of debt (10,122) 0
Other non-cash items, net 529 4,192
Changes in operating assets and liabilities, net of acquisitions:    
Accounts receivable (150) (2,430)
VAT receivable (24,675) (4,462)
Inventories (12,369) (17,942)
Other assets (674) 1,763
Related party asset, net (624) 813
Accounts and contractual payables 7,878 3,162
Accrued payroll and employee benefits 487 (2,027)
Income taxes payable 349 1,127
Accrued warranty (2,683) (3,172)
Lease liability (2,106) (11,553)
Customer deposits (1,051) (772)
Other liabilities (1,571) 1,812
Accrued pension costs and accrued postretirement benefits (801) (354)
Net cash flows used in operating activities (55,397) (58,905)
Cash flows from investing activities    
Purchase of restricted certificates of deposit 0 (4,219)
Maturity of restricted certificates of deposit 182 7,806
Purchase of property, plant and equipment (2,290) (9,849)
Proceeds from sale of property, plant and equipment and railcars available for lease 433 170
Net cash flows used in investing activities (1,675) (6,092)
Cash flows from financing activities    
Proceeds from issuance of long-term debt 16,000 50,000
Deferred financing costs (1,688) (3,811)
Borrowings on revolving line of credit 48,400 6,874
Repayments on revolving line of credit (33,378) (95)
Cash paid to acquire JV non-controlling interest 0 (172)
Employee stock settlement (12) (9)
Payment for stock appreciation rights exercised (57)
Net cash flows provided by financing activities 29,265 52,787
Net decrease in cash and cash equivalents (27,807) (12,210)
Cash, cash equivalents and restricted cash equivalents at beginning of year 54,047 66,257
Cash, cash equivalents and restricted cash equivalents at end of year 26,240 54,047
Supplemental cash flow information    
Interest paid 6,537 421
Income tax refunds received, net of payments 5 938
Stock issued for acquisition 0 3,237
Non-cash transactions    
Change in unpaid construction in process 122 (489)
Accrued PIK interest paid through issuance of PIK Note 1,278 0
Issuance of warrants $ 4,891 $ 9,073
v3.22.1
Description of the Business
 12 Months Ended
Dec. 31, 2021
Description of the Business [Abstract]  
Description of the Business

Note 1 – Description of the Business

 

FreightCar America, Inc. (“FreightCar”) operates primarily in North America through its direct and indirect subsidiaries, and manufactures a wide range of railroad freight cars, supplies railcar parts and leases freight cars. The Company designs and builds high-quality railcars, including coal cars, bulk commodity cars, covered hopper cars, intermodal and non-intermodal flat cars, mill gondola cars, coil steel cars and boxcars, and also specializes in the conversion of railcars for re-purposed use. The Company is headquartered in Chicago, Illinois and has facilities in the following locations: Johnstown, Pennsylvania; Shanghai, People’s Republic of China, and Castaños, Coahuila, Mexico (“Castaños”).

 

During 2019, the Company entered into a joint venture arrangement with Fabricaciones y Servicios de México, S.A. de C.V. (“Fasemex”), a Mexican company with operations in both Mexico and the United States, to manufacture railcars in Castaños, in exchange for a 50% interest in the operation. Production of railcars at the Castaños facility began during the third quarter of 2020. On October 16, 2020, the Company acquired Fasemex’s 50% ownership in the joint venture. As of March 2021, the Company moved all of its production to the Castaños facility.

 

The Company ceased operations at its Roanoke, Virginia manufacturing facility (the “Roanoke Facility”) and vacated the facility as of March 31, 2020. On September 10, 2020, the Company announced its plan to permanently close its manufacturing facility in Cherokee, Alabama (the “Shoals Facility”) in light of the ongoing cyclical industry downturn, which has been magnified by the COVID-19 pandemic. The closure will reduce costs and align the Company’s manufacturing capacity with the current rail car market. The Company ceased production at the Shoals Facility in February 2021. See Note 8–Restructuring and Impairment Charges.

 

The Company is closely monitoring the spread and impact of the COVID-19 pandemic and is continually assessing its potential effects on the Company's business and its financial performance as well as the businesses of its customers and vendors. The Company cannot predict the duration or severity of the COVID-19 pandemic, and it cannot reasonably estimate the financial impact the COVID-19 outbreak will have on the Company's results and significant estimates going forward.
v3.22.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2021
Summary of Significant Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of FreightCar America, Inc. and all of its direct and indirect subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, useful lives of long-lived assets, warranty accruals, workers’ compensation accruals, pension benefit assumptions, stock compensation, evaluation of property, plant and equipment for impairment and the valuation of deferred taxes. Actual results could differ from those estimates.

 

Reclassifications

 

Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation.

 

Cash and Cash Equivalents

 

On a daily basis, cash in excess of current operating requirements is invested in various highly liquid investments. The Company considers all unrestricted short-term investments with maturities of three months or less when

acquired to be cash equivalents. The amortized cost of cash equivalents approximate fair value because of the short maturity of these instruments.

 

The Company’s cash and cash equivalents are primarily deposited with one U.S. financial institution. Such deposits are in excess of federally insured limits.

 

Restricted Cash and Restricted Certificates of Deposit

 

The Company establishes restricted cash balances and restricted certificates of deposit to collateralize certain standby letters of credit with respect to purchase price payment guarantees and performance guarantees. The restrictions expire upon completing the Company’s related obligation.

 

Financial Instruments

 

Management estimates that all financial instruments (including cash equivalents, restricted cash and restricted certificates of deposit, accounts receivable, accounts payable and long-term debt) as of December 31, 2021 and 2020, have fair values that approximate their carrying values.

 

Fair Value Measurements

 

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and the placement within the fair value hierarchy levels.

 

The Company classifies the inputs to valuation techniques used to measure fair value as follows:

 

Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities.

 

Level 2 — Inputs other than quoted prices for Level 1 inputs that are either directly or indirectly observable for the asset or liability including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means.

 

Level 3 — Unobservable inputs for the asset or liability, including situations where there is little, if any, market activity for the asset or liability.

 

Inventories

 

Inventories are stated at the lower of cost or market value. Cost is determined on a first-in, first-out basis and includes material, labor and manufacturing overhead. The Company’s inventory consists of work in progress and finished goods for individual customer contracts, used railcars acquired upon trade-in and railcar parts retained for sale to external parties.

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at acquisition cost less accumulated depreciation. Depreciation is provided using the straight-line method over the original estimated useful lives of the assets or lease term if shorter, which are as follows:

 

 

 

Description of Assets

Life

Buildings and improvements

15-40 years

Leasehold improvements

6-19 years

Machinery and equipment

3-7 years

Software

3-7 years

 

Long-Lived Assets

 

The Company tests long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These changes in circumstances may include a significant decrease in the market price of an asset group, a significant adverse change in the manner or extent in which an asset group is used, a current year operating loss combined with history of operating losses, or a current expectation that, more likely than not, a long-lived asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

 

For assets to be held and used, the Company groups a long-lived asset or assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Estimates of future cash flows used to test the recoverability of a long-lived asset group include only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group. Recoverability of the carrying value of the asset group is determined by comparing the carrying value of the asset group to total undiscounted future cash flows of the asset group. If the carrying value of the asset group is not recoverable, an impairment loss is measured based on the excess of the carrying amount of asset group over the estimated fair value of the asset group. An impairment loss for an asset group reduces only the carrying amounts of a long-lived asset or assets of the group being evaluated.

 

Income Taxes

 

For federal income tax purposes, the Company files a consolidated federal tax return. The Company also files state tax returns in states where the Company has operations. In conformity with ASC 740, Income Taxes, the Company provides for deferred income taxes on differences between the book and tax bases of its assets and liabilities and for items that are reported for financial statement purposes in periods different from those for income tax reporting purposes. The Company’s deferred tax liability or asset amounts are based upon the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax liability or asset is expected to be settled or realized.

 

Management evaluates net deferred tax assets and provides a valuation allowance when it believes that it is more likely than not that some portion of these assets will not be realized. In making this determination, management evaluates both positive evidence, such as cumulative pre-tax income for previous years, the projection of future taxable income, the reversals of existing taxable temporary differences and tax planning strategies, and negative evidence, such as any recent history of losses and any projected losses. Management also considers the expiration dates of net operating loss carryforwards in the evaluation of net deferred tax assets. Management evaluates the realizability of the Company’s net deferred tax assets and assesses the valuation allowance on a quarterly basis, adjusting the amount of such allowance as necessary.

 

Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the appropriate taxing authority has completed its examination even though the statute of limitations remains open, or the statute of limitation expires. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.

 

Product Warranties

 

Warranty terms are based on the negotiated railcar sales contracts. The Company generally warrants that new railcars will be free from defects in material and workmanship under normal use and service identified for a period of up to five years from the time of sale. The Company also provides limited warranties with respect to certain rebuilt railcars. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. We provide for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assess the adequacy of the resulting reserves on a quarterly basis.

 

State and Local Incentives

 

The Company records state and local incentives when there is reasonable assurance that the incentive will be received. State and local incentives related to assets are recorded as deferred income and recognized on a straight-line basis over the useful life of the related long-lived assets of seven to sixteen years.

 

Revenue Recognition

 

The following table disaggregates the Company’s revenues by major source:

 

 

 

 

Year Ended

 

 

December 31,

 

 

2021

 

 

2020

 

Railcar sales

$

189,579

 

 

$

94,455

 

Parts sales

 

10,228

 

 

 

9,597

 

Revenues from contracts with customers

 

199,807

 

 

 

104,052

 

Leasing revenues

 

3,243

 

 

 

4,395

 

Total revenues

$

203,050

 

 

$

108,447

 

 

The Company generally recognizes revenue at a point in time as it satisfies a performance obligation by transferring control over a product or service to a customer. Revenue is measured at the transaction price, which is based on the amount of consideration that the Company expects to receive in exchange for transferring the promised goods or services to the customer.

 

Railcar Sales

 

Performance obligations are typically completed and revenue is recognized for the sale of new and rebuilt railcars when the finished railcar is transferred to a specified railroad connection point. In certain sales contracts, revenue is recognized when a certificate of acceptance has been issued by the customer and control has been transferred to the customer. At that time, the customer directs the use of, and obtains substantially all of the remaining benefits from, the asset. When a railcar sales contract contains multiple performance obligations, the Company allocates the transaction price to the performance obligations based on the relative stand-alone selling price of the performance obligation determined at the inception of the contract based on an observable market price, expected cost plus margin or market price of similar items. The Company treats shipping costs that occur after control is transferred as fulfillment costs. Accordingly, gross revenue is recognized, and shipping cost is accrued, when control transfers to the customer. The Company does not provide discounts or rebates in the normal course of business.

 

As a practical expedient, the Company recognizes the incremental costs of obtaining contracts, such as sales commissions, as an expense when incurred since the amortization period of the asset that the Company otherwise would have recognized is generally one year or less.

 

Parts Sales

 

The Company sells forged, cast and fabricated parts for all of the railcars it produces, as well as those manufactured by others. Performance obligations are satisfied and the Company recognizes revenue from most parts sales when the parts are shipped to customers.

 

Leasing Revenue

 

The Company recognizes operating lease revenue on Railcars Available for Lease on a straight-line basis over the contract term. The Company recognizes revenue from the sale of Railcars Available for Lease on a net basis as Gain (Loss) on Sale of Railcars Available for Lease since the sale represents the disposal of a long-term operating asset.

 

Contract Balances and Accounts Receivable

 

Accounts receivable payments for railcar sales are typically due within 5 to 10 business days of invoicing while payments from parts sales are typically due within 30 to 45 business days of invoicing. The Company has not experienced significant historical credit losses.

 

Contract assets represent the Company’s rights to consideration for performance obligations that have been satisfied but for which the terms of the contract do not permit billing at the reporting date. The Company has no contract assets as of December 31, 2021. The Company has approximately $445 in contract assets as of December 31, 2020. The Company may receive cash payments from customers in advance of the Company satisfying performance obligations under its sales contracts resulting in deferred revenue or customer deposits, which are considered contract liabilities. Deferred revenue and customer deposits are classified as either current or long-term in the Consolidated Balance Sheet based on the timing of when the Company expects to recognize the related revenue. Deferred revenue and customer deposits included in customer deposits, other current liabilities and other long-term liabilities in the Company’s Consolidated Balance Sheet as of December 31, 2021 and 2020 were $4,807 and $6,930, respectively.

 

Performance Obligations

 

The Company is electing not to disclose the value of the remaining unsatisfied performance obligation with a duration of one year or less as permitted by the practical expedient in ASU 2014-09, Revenue from Contracts with Customers. The Company had remaining unsatisfied performance obligations as of December 31, 2021 with expected duration of greater than one year of $14,850.

 

Loss Per Share

 

The Company computes loss per share using the two-class method, which is a loss allocation formula that determines loss per share for common stock and participating securities. The Company’s participating securities are its grants of restricted stock which contain non-forfeitable rights to dividends. The Company allocates earnings between both classes however, in periods of undistributed losses, they are only allocated to common shares as the unvested restricted stockholders do not contractually participate in losses of the Company. Basic loss per share attributable to common shareholders is computed by dividing net income loss attributable to common shareholders by the weighted average common shares outstanding. Warrants issued in connection with the Company’s long-term debt were issued at a nominal exercise price and are considered outstanding at the date of issuance. The calculation of diluted earnings per share includes the effect of any dilutive equity incentive instruments. The Company uses the treasury stock method to calculate the effect of outstanding dilutive equity incentive instruments, which requires the Company to compute total proceeds as the sum of (1) the amount the employee must pay upon exercise of the award and (2) the amount of unearned stock-based compensation costs attributed to future services. Equity incentive instruments for which the total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on earnings per share during periods with net income from continuing operations, and accordingly, the Company excludes them from the calculation.

 

Recent Accounting Pronouncements

 

Accounting Pronouncements Recently Adopted

 

In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General, which modifies the disclosure requirements for defined benefit and other postretirement plans. ASU 2018-14 eliminates certain disclosures related to accumulated other comprehensive income, plan assets, related parties and the effects of interest rate basis point changes on assumed health care costs, and adds disclosures to address significant gains and losses related to changes in benefit obligations. ASU 2018-14 also clarifies disclosure requirements for projected benefit and accumulated benefit obligations. ASU 2018-14 is effective for fiscal years ending after December 15, 2020. Adoption on a retrospective basis for all periods presented is required. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

 

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

 

Recently Issued Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU simplifies the accounting for convertible debt instruments by removing certain accounting separation models as well as the accounting for debt instruments with embedded conversion features that are not required to be accounted for as derivative instruments. The ASU also updates and improves the consistency of earnings per share calculations for convertible instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Adoption of the new standard is not expected to have a material impact on our consolidated financial statements.  
v3.22.1
Leases
 12 Months Ended
Dec. 31, 2021
Leased Railcars [Abstract]  
Leases

Note 3 – Leases

 

The Company determines if an arrangement is a lease at inception of a contract. Substantially all of the Company’s leases are operating leases. A significant portion of the Company’s operating lease portfolio includes manufacturing sites, component warehouses and corporate offices. The remaining lease terms on the majority of the Company’s leases are between 1.5 and 19 years, some of which include options to extend the lease terms. Leases with initial term of 12 months or less are not recorded on the consolidated balance sheet. Operating lease ROU assets are presented within long term assets, the current portion of operating lease liabilities are presented within current liabilities and the non-current portion of operating lease liabilities are presented within long term liabilities on the consolidated balance sheet.

 

ROU assets represent the Company’s right to use an underlying asset during the lease term and the lease liabilities represent the Company’s obligation to make the lease payments arising during the lease. ROU assets and liabilities are recognized at commencement date based on the net present value of fixed lease payments over the lease term. The Company’s lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. The components of the lease costs were as follows:

 

 

 

 

Year Ended
 December 31, 2021

 

 

 

Year Ended
December 31, 2020

 

Operating lease costs:

 

 

 

 

 

 

 

Fixed

 

$

3,710

 

 

 

$

9,719

 

Short-term

 

 

761

 

 

 

 

843

 

Total lease cost

 

$

4,471

 

 

 

$

10,562

 

 

 

Supplemental balance sheet information related to leases were as follows:

 

 

 

 

 

 

 

December 31, 2021

 

 

 

December 31, 2020

 

Operating leases:

 

 

 

 

 

 

 

Right of use assets

 

$

16,669

 

 

 

$

18,152

 

 

 

 

 

 

 

 

 

Lease liabilities:

 

 

 

 

 

 

 

Lease liability, current

 

$

1,955

 

 

 

$

11,635

 

Lease liability, long-term

 

 

16,617

 

 

 

 

18,549

 

Total operating lease liabilities

 

$

18,572

 

 

 

$

30,184

 

 

 

Supplemental cash flow information is as follows:

 

 

 

 

 

 

 

Year Ended
December 31, 2021

 

 

 

Year Ended
December 31, 2020

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

4,315

 

 

 

$

14,209

 

Total

 

$

4,315

 

 

 

$

14,209

 

 

 

 

 

 

 

 

 

Right of use assets obtained in exchange for new lease obligations:

 

 

 

 

 

 

 

Operating leases

 

$

-

 

 

 

$

15,939

 

Total

 

$

-

 

 

 

$

15,939

 

 

 

The aggregate future lease payments for operating leases as of December 31, 2021 are as follows:

 

 

 

 

Operating leases

 

2022

 

$

4,050

 

2023

 

 

2,920

 

2024

 

 

2,177

 

2025

 

 

2,221

 

2026

 

 

2,432

 

Thereafter

 

 

33,278

 

Total lease payments

 

 

47,078

 

Less: interest

 

 

(28,506

)

Total

 

$

18,572

 

 

 

Weighted-average remaining lease term (years)

 

 

 

Operating leases

 

 

17.5

 

Weighted-average discount rate

 

 

 

Operating leases

 

 

12.9

%

 

On October 8, 2020, the Company reached an agreement with the Shoals Facility owner and Landlord, to shorten the Shoals lease term by amending the expiration date to the end of February 2021, with a single one-month extension of the new February 28, 2021 expiration date at the option of the Company. The lease termination resulted in a lease termination gain of $15,234 during 2020.

v3.22.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2021
Fair Value Measurements [Abstract]  
Fair Value Measurements

Note 4 – Fair Value Measurements

 

The following table sets forth by level within the ASC 820 Fair Value Measurement fair value hierarchy the Company’s financial assets that were recorded at fair value on a recurring basis and the Company’s non-financial assets that were recorded at fair value on a non-recurring basis.

 

 

Recurring Fair Value Measurements

 

As of December 31, 2021

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liability

 

$

-

 

 

$

32,514

 

 

$

-

 

 

$

32,514

 

 

 

Non-recurring Fair Value Measurements

 

During the Year Ended December 31, 2021

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Railcars available for lease, net

 

$

-

 

 

$

-

 

 

$

6,638

 

 

$

6,638

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring Fair Value Measurements

 

As of December 31, 2020

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liability

 

$

-

 

 

$

12,730

 

 

$

-

 

 

$

12,730

 

 

 

 

 

 

 

 

 

Non-recurring Fair Value Measurements

 

During the Year Ended December 31, 2020

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Assets held for sale

 

$

-

 

 

$

-

 

 

$

10,383

 

 

$

10,383

 

Right of use assets

 

$

-

 

 

$

-

 

 

$

28,960

 

 

$

28,960

 

Property, plant and equipment, net

 

$

-

 

 

$

-

 

 

$

11,515

 

 

$

11,515

 

Railcars available for lease, net

 

$

-

 

 

$

-

 

 

$

13,175

 

 

$

13,175

 

 

 

 

The fair value of the Company’s warrant liability recorded in the Company’s financial statements, determined using the quoted price of the Company’s common stock in an active market, exercise price ($0.01/share) and number of shares exercisable at December 31, 2021 and 2020, is a Level 2 measurement.

 

On September 10, 2020 the Company announced its plan to permanently close its Shoals Facility. In connection with the announcement, the Company estimated the fair value of the related asset group because it determined that an impairment trigger had occurred due to the shortened asset recoverability timeframe. Non-cash impairment charges of $8,978 for property, plant and equipment at the Shoals Facility and $17,540 for the right of use asset were recognized during 2020. Assets held for sale represents property, plant and equipment to be sold or transferred to the Shoals landlord as consideration for the landlord’s entry into the lease amendment. See Note 8 –Restructuring and Impairment Charges for more information regarding the non-recurring fair value measurement considerations during the year ended December 31, 2020 for the impairment charge related to the Shoals Facility.

 

See Note 7 for more information regarding the non-recurring fair value measurement considerations during the years ended December 31, 2021 and 2020, for the impairment charge related to our leased small cube covered hopper railcars.

v3.22.1
Restricted Cash and Restricted Cash Equivalents
 12 Months Ended
Dec. 31, 2021
Restricted Cash and Restricted Cash Equivalents [Abstract]  
Restricted Cash and Restricted Cash Equivalents

Note 5 – Restricted Cash and Restricted Cash Equivalents

The Company establishes restricted cash balances when required by customer contracts and to collateralize standby letters of credit. The carrying value of restricted cash and restricted cash equivalents approximates fair value.

 

The Company’s restricted cash balances are as follows:

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Restricted cash from customer deposit

 

$

282

 

 

$

3,204

 

Restricted cash to collateralize standby letters of credit

 

 

1,133

 

 

 

3,396

 

Restricted cash equivalents to collateralize standby letters of credit

 

 

3,542

 

 

 

3,855

 

Total restricted cash and restricted cash equivalents

 

$

4,957

 

 

$

10,455

 
v3.22.1
Inventories
 12 Months Ended
Dec. 31, 2021
Inventories [Abstract]  
Inventories

Note 6 – Inventories

 

Inventories, net of reserve for excess and obsolete items, consist of the following:

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Work in process

 

$

50,887

 

 

$

34,355

 

Parts inventory

 

 

5,125

 

 

 

4,476

 

Total inventories, net

 

$

56,012

 

 

$

38,831

 

 

Inventory on the Company’s consolidated balance sheets includes reserves of $1,621 and $9,836 relating to excess or slow-moving inventory for parts and work in process at December 31, 2021 and 2020, respectively.
v3.22.1
Leased Railcars
 12 Months Ended
Dec. 31, 2021
Leased Railcars [Abstract]  
Leased Railcars

Note 7 – Leased Railcars

 

Railcars available for lease at December 31, 2021 were $20,160 (cost of $23,717 and accumulated depreciation of $3,557) and at December 31, 2020 were $20,933 (cost of $24,054 and accumulated depreciation of $3,121). Depreciation expense on railcars available for lease was $646 and $1,015 for the years ended December 31, 2021 and 2020, respectively.

 

Leased railcars are subject to lease agreements with external customers with remaining terms of up to three and a half years and are accounted for as operating leases.

 

Future minimum rental revenues on leases at December 31, 2021 are as follows:

 

 

 

 

 

 

Year ending December 31, 2022

 

$

2,769

 

Year ending December 31, 2023

 

 

1,385

 

Year ending December 31, 2024

 

 

334

 

Year ending December 31, 2025

 

 

100

 

Year ending December 31, 2026

 

 

-

 

Thereafter

 

 

-

 

 

 

$

4,588

 

 

 

 

 

 

During the fourth quarter of 2020, the oil and gas proppants (or “frac sand”) industry continued to experience economic pressure created by low oil prices, reduced fracking activity, and the ongoing economic impact of COVID-19. In particular, small cube covered hopper railcars are primarily used in North America to serve the frac sand industry. Given the decline in global oil prices, reduced fracking activity, and pressure on the oil and gas industry to maintain a low-cost structure, fracking operations, have increasingly shifted away from the use of Northern White sand and towards the use of in-basin sand, which can be sourced locally rather than transporting by rail. Consequently, the cash flows and profitability of the frac sand industry continued to decline during the fourth quarter. As a result, certain small cube covered hopper customers requested rent relief that were renegotiated.

 

We believe that the events and circumstances that arose during the fourth quarter of 2020 constituted an impairment triggering event related to the small cube covered hopper car type in our leased railcar portfolio.

 

We performed a cash flow recoverability test of our small cube covered hopper railcars and compared the undiscounted cash flows to the carrying value of the assets. This analysis indicated that the carrying value exceeded the estimated undiscounted cash flows, and therefore, we were required to measure the fair value of our fleet of small cube covered hopper railcars and determine the amount of an impairment loss, if any.

 

The fair value of the asset group, which is part of the Company’s Manufacturing segment, was determined using both a market and cost approach, which we believe most accurately reflects a market participant's viewpoint in valuing these railcars. The results of our analysis indicated an estimated fair value of the asset group of approximately $13,175, in comparison to the asset group's carrying amount of $30,127. As a result, during the fourth quarter, we recorded a pre-tax non-cash impairment charge of $16,952 related to our small cube covered hopper railcars. Additionally, we evaluated the right-of-use asset associated with our leased railcar portfolio of small cube covered hopper railcars and determined that these assets were impaired based on consideration of an expected decline in future cash flows over the remaining lease term, which resulted in an additional pre-tax non-cash impairment charge of approximately $1,999. The aggregate impairment charge of $18,951 is reflected in the impairment of leased railcars line of our Consolidated Statements of Operations for the year ended December 31, 2020.

 

Significant management judgment was used to determine the key assumptions utilized in our impairment analysis, the substantial majority of which represent unobservable (Level 3) inputs. These assumptions include, but are not limited to: estimates regarding the remaining useful life over which the railcars are expected to generate cash flows (37 years); average contractual lease rates; and discount rate (5.8%). Management selected these estimates and assumptions based on our railcar industry expertise. Although we believe the estimates utilized in our analysis were reasonable, any change in these estimates could materially affect the amount of the impairment charge.
v3.22.1
Restructuring and Impairment Charges
 12 Months Ended
Dec. 31, 2021
Restructuring and Impairment Charges [Abstract]  
Restructuring and Impairment Charges

Note 8 – Restructuring and Impairment Charges

 

On September 10, 2020, the Company announced its plan to permanently close its Shoals Facility in light of the ongoing cyclical industry downturn, which has been magnified by the COVID-19 pandemic. The Company ceased production at the Shoals Facility in February 2021. In connection with the announcement, the Company estimated the fair value of the related asset group because it determined that an impairment trigger had occurred due to the shortened asset recoverability timeframe. Non-cash restructuring and impairment charges totaling $26,576 were recognized during 2020. These non-cash charges for 2020 related to the ROU asset ($17,540) and property, plant and equipment at the Shoals Facility ($9,036). In connection with the impairment the Company reassessed the estimated useful lives of equipment that continues to be used by the Company (primarily in Castaños) and is depreciating it over their remaining useful lives. Restructuring and impairment charges for 2020 included cash charges of $6,578 which included employee severance and retention charges and other costs to close the facility and transfer equipment to Castaños.

 

The fair value of the ROU asset was estimated using an income valuation approach known as the “sublease” discounted cash flow (“DCF”) model in which the cash flows were based on current market-based lease pricing ($3.5 per square foot) over the remaining term of the Shoals Facility lease (75 months). The cash flows were discounted to present value using a market-derived rate of return of 6.50%.

 

The Shoals Facility personal property was abandoned in place at the facility, sold, transferred to another FCA facility (primarily Castaños), or scrapped. The assets abandoned in place represent property, plant and equipment transferred to the Shoals landlord as consideration for the landlord’s entry into the lease amendment described below. The premise of fair value differs for each type of asset disposition. The fair value of the personal property assets abandoned in place at the Shoals Facility were analyzed under a fair value in continued use (“In-Use”) premise. This premise assumes that the assets will continue to be used in the ongoing operation of the facility and therefore includes installation, other assembly, freight, engineering, electrical set-up and process piping costs that would be required to make the assets fully operational. Assets sold or transferred were analyzed under the In-Exchange (“In-Exchange”) premise of fair value. Under this premise, we considered the value of the assets assuming an orderly sale on a stand-alone basis. It is assumed the assets were sold on an as-is, where-is basis and alternative uses for the assets from the originally designed purpose are considered. Any remaining personal property assets that were neither abandoned in place nor sold/transferred were considered unmarketable and were valued under a scrap value premise.

 

For both the aforementioned In-Use and In Exchange premises, in instances where an asset was found to have no used market resale exposure, we utilized the cost approach. For assets in which there was an active secondary market where recent sales comparables exist, the market approach was utilized. In instances where market data was available but deemed too incomplete to apply a complete market approach, we used the market relationship data available to influence, confirm, or adjust the cost approach results.

 

On October 8, 2020, the Company reached an agreement with the Shoals facility owner and landlord, to shorten the Shoals lease term by amending the expiration date to the end of February 2021. In addition, the landlord agreed to waive the base rent payable under the original lease for the months of October 2020 through February 2021. The lease termination resulted in a lease termination gain of $15,234 during 2020. Property, plant and equipment reported as Assets Held for Sale on the balance sheet as of December 31, 2020 with an estimated fair value of $10,148 was sold or transferred to the Shoals landlord during the 2021 as consideration for the landlord’s entry into the lease amendment and the aforementioned rent waiver. Restructuring and impairment charges related to the plant closure for 2021 primarily represented costs related to relocating some of the facility’s equipment to Castaños.

 

Restructuring and impairment charges are reported as a separate line item on the Company’s consolidated statements of operations for the years ended December 31, 2021 and 2020, and are detailed below:

 

 

 

 

 

 

 

Year Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Impairment and loss on right of use asset

 

$

-

 

 

$

17,540

 

Lease termination gain

 

 

-

 

 

 

(15,200

)

Impairment and loss on disposal of machinery and equipment

 

 

1,591

 

 

 

9,527

 

Employee severance and retention

 

 

(5

)

 

 

3,285

 

Other charges related to facility closure

 

 

4,944

 

 

 

3,173

 

Total restructuring and impairment costs

 

$

6,530

 

 

$

18,325

 

 

Accrued restructuring and impairment charges primarily related to the Manufacturing segment and are detailed below:

 

 

 

Accrued as of December 31, 2020

 

 

Cash
Charges

 

 

Non-cash charges

 

 

Cash payments

 

 

Accrued as of December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment and loss on disposal of machinery and
   equipment

 

$

-

 

 

$

-

 

 

$

269

 

 

$

-

 

 

$

-

 

Employee severance and retention

 

 

1,596

 

 

 

-

 

 

 

(80

)

 

 

(1,353

)

 

 

163

 

Other charges related to facility closure

 

 

251

 

 

 

6,437

 

 

 

(96

)

 

 

(6,688

)

 

 

-

 

Total restructuring and impairment costs

 

$

1,847

 

 

$

6,437

 

 

$

93

 

 

$

(8,041

)

 

$

163

 

 

 

 

 

Accrued as of December 31, 2019

 

 

Cash
Charges

 

 

Non-cash charges

 

 

Cash payments

 

 

Accrued as of December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment and loss on right of use asset

 

$

-

 

 

$

-

 

 

$

17,540

 

 

$

-

 

 

$

-

 

Impairment and loss on disposal of machinery and equipment

 

 

-

 

 

 

-

 

 

 

9,527

 

 

 

-

 

 

 

-

 

Lease termination gain

 

 

 

 

 

 

 

 

(15,200

)

 

 

 

 

 

 

Employee severance and retention

 

 

647

 

 

 

3,285

 

 

 

-

 

 

 

(2,336

)

 

 

1,596

 

Other charges related to facility closure

 

 

359

 

 

 

3,293

 

 

 

(120

)

 

 

(3,401

)

 

 

251

 

Total restructuring and impairment costs

 

$

1,006

 

 

$

6,578

 

 

$

11,747

 

 

$

(5,737

)

 

$

1,847

 

 

 

 

 
v3.22.1
Property, Plant and Equipment
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment

Note 9 – Property, Plant and Equipment

 

Property, plant and equipment consists of the following:

 

 

 

 

 

December 31,

 

 

 

 

2021

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

Buildings and improvements

 

 

$

162

 

 

 

$

162

 

Leasehold improvements

 

 

 

3,954

 

 

 

 

3,341

 

Machinery and equipment

 

 

 

33,808

 

 

 

 

33,243

 

Software

 

 

 

8,560

 

 

 

 

8,560

 

Construction in process

 

 

 

401

 

 

 

 

85

 

Total cost

 

 

 

46,885

 

 

 

 

45,391

 

Less: Accumulated depreciation and amortization

 

 

 

(28,649

)

 

 

 

(25,749

)

Total property, plant and equipment, net

 

 

$

18,236

 

 

 

$

19,642

 

 

Depreciation expense for the years ended December 31, 2021 and 2020, was $3,658 and $8,187, respectively.

v3.22.1
Product Warranties
 12 Months Ended
Dec. 31, 2021
Product Warranties [Abstract]  
Product Warranties

Note 10 – Product Warranties

 

Warranty terms are based on the negotiated railcar sales contracts. The Company generally warrants that new railcars produced by it will be free from defects in material and workmanship under normal use and service identified for a period of up to five years from the time of sale. The changes in the warranty reserve for the years ended December 31, 2021 and 2020, are as follows:

 

 

 

 

December 31,

 

 

 

 

 

2021

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

Balance at the beginning of the year

 

 

$

5,216

 

 

 

$

8,388

 

 

Current year provision

 

 

 

200

 

 

 

 

451

 

 

Reductions for payments, costs of repairs and other

 

 

 

(1,358

)

 

 

 

(1,756

)

 

Adjustments to prior warranties

 

 

 

(1,525

)

 

 

 

(1,867

)

 

Balance at the end of the year

 

 

$

2,533

 

 

 

$

5,216

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to prior warranties includes changes in the warranty reserve for warranties issued in prior periods due to expiration of the warranty period, revised warranty cost estimates and other factors.
v3.22.1
State and Local Incentives
 12 Months Ended
Dec. 31, 2021
State and Local Incentives [Abstract]  
State and Local Incentives

Note 11 – State and Local Incentives

 

During the year ended December 31, 2015, the Company received cash payments of $15,733 for Alabama state and local incentives related to the Company’s capital investment and employment levels at the Shoals Facility. In December 2016, the Company also qualified for an additional $1,410 in incentives at the Shoals Facility. This amount was received in January 2017. Under the incentive agreements, a certain portion of the incentives may be repayable by the Company if targeted levels of employment are not maintained for a period of six years from the date of the incentive. In the event that employment levels drop below the minimum targeted levels of employment and any portion of the incentives is required to be paid back, the amount is unlikely to exceed the deferred liability balance at December 31, 2021.

 

The changes in deferred income from these incentives for the years ended December 31, 2021 and 2020, are as follows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Balance at the beginning of the year

 

$

4,722

 

 

$

6,941

 

Recognition of state and local incentives as a reduction of cost of sales

 

 

(2,215

)

 

 

(2,219

)

Balance at the end of the year, including current portion

 

$

2,507

 

 

$

4,722

 

 

 
v3.22.1
Debt Financing and Revolving Credit Facilities
 12 Months Ended
Dec. 31, 2021
Debt Financing and Revolving Credit Facilities [Abstract]  
Debt Financing and Revolving Credit Facilities

Note 12 – Debt Financing and Revolving Credit Facilities

 

Term Loan Credit Agreement

 

On October 13, 2020, the Company entered into a Credit Agreement (the “Term Loan Credit Agreement”) by and among the Company, as guarantor, FreightCar North America (“Borrower” and together with the Company and certain other subsidiary guarantors, collectively, the “Loan Parties”), CO Finance LVS VI LLC, as lender (the “Lender”), and U.S. Bank National Association, as disbursing agent and collateral agent (“Agent”). Pursuant to the Term Loan Credit Agreement, the Lender committed to the extension of a term loan credit facility in the principal amount of $40,000, consisting of a single term loan to be funded upon the satisfaction of certain conditions precedent set forth in the Term Loan Credit Agreement, including stockholder approval of the issuance of the

common stock underlying the Warrant described below (the funding date of such term loan, the “Closing Date”). FreightCar America, Inc. stockholders approved the issuance of the common stock underlying the Warrant at a special stockholders’ meeting on November 24, 2020. The $40,000 term loan closed and was funded on November 24, 2020. The Company incurred $2,872 in deferred financing costs related to the Term Loan Agreement. The deferred financing costs are presented as a reduction of the long-term debt balance and amortized to interest expense over the term of the Term Loan Agreement.

 

The Term Loan Credit Agreement has a term ending five years following the Closing Date. The term loan outstanding under the Term Loan Credit Agreement bears interest, at Borrower’s option and subject to the provisions of the Term Loan Credit Agreement, at Base Rate (as defined in the Term Loan Credit Agreement) or Eurodollar Rate (as defined in the Term Loan Credit Agreement) plus the Applicable Margin (as defined in the Term Loan Credit Agreement) for each such interest rate set forth in the Term Loan Credit Agreement. As of December 31, 2021, the interest rate on the original advance under the Term Loan Credit Agreement was 14.0%.

 

The Term Loan Credit Agreement has both affirmative and negative covenants, including, without limitation, minimum liquidity, limitations on indebtedness, liens and investments. The Term Loan Credit Agreement also provides for customary events of default. Pursuant to the terms and conditions set forth in the Term Loan Credit Agreement and the related loan documents, each of the Loan Parties granted to Agent a continuing lien upon all of such Loan Parties’ assets to secure the obligations of the Loan Parties under the Term Loan Credit Agreement.

 

On May 14, 2021, the Loan Parties entered into an Amendment No. 2 to the Term Loan Credit Agreement (the “Second Amendment” and together with the Term Loan Credit Agreement, the “Term Loan Credit Agreement”) with Lender and the Agent, pursuant to which the principal amount of the term loan credit facility was increased by $16,000 to a total of $56,000, with such additional $16,000 (the “Additional Loan”) to be funded upon the satisfaction of certain conditions precedent set forth in the Second Amendment. The Additional Loan closed and was funded on May 17, 2021. The Company incurred $480 in deferred financing costs related to the Second Amendment which are presented as a reduction of the long-term debt balance and amortized on a straight-line basis to interest expense over the term of the Second Amendment.

 

The Additional Loan bears interest, at Borrower’s option and subject to the provisions of the Term Loan Credit Agreement, at the Base Rate (as defined in the Term Loan Credit Agreement) or Eurodollar Rate (as defined in the Term Loan Credit Agreement) plus the Applicable Margin (as defined in the Term Loan Credit Agreement) for each such interest rate set forth in the Term Loan Credit Agreement. As of December 31, 2021, the interest rate on the Additional Loan was 14.0%.

 

Pursuant to the Second Amendment, in the event that the Additional Loan is not repaid in full by March 31, 2022, the Company shall issue to the Lender and/or an affiliate of the Lender a warrant (the “March 2022 Warrant”) to purchase a number of shares of the Company’s common stock, par value $0.01 per share, equal to 5% of the Company’s outstanding common stock on a fully-diluted basis at the time the March 2022 Warrant is exercised (after giving effect to such issuance). The March 2022 Warrant, if issued, will have an exercise price of $0.01 and a term of ten years.

 

Pursuant to the Second Amendment, the Company was required to, among other things, i) obtain a term sheet for additional financing of no less than $15,000 by July 31, 2021 and ii) file a registration statement on Form S-3 registering Company securities, including the shares of Company common stock issuable upon exercise of the March 2022 Warrant, by no later than August 31, 2021. The Company has met each of the aforementioned obligations. The Form S-3 registering Company securities, including the shares of Company stock issuable upon exercise of the March 2022 Warrant was filed with the Securities and Exchange Commission on August 27, 2021 and became effective on September 9, 2021.

 

On July 30, 2021, the Loan Parties entered into an Amendment No. 3 to Credit Agreement (the “Third Amendment” and together with the Credit Agreement, as amended, the “Term Loan Credit Agreement”) with the Lender and the Agent, pursuant to which, among other things, Lender obtained a standby letter of credit (as may be amended from time to time, the “Third Amendment Letter of Credit”) from Wells Fargo Bank, N.A., in the principal amount of

$25,000 for the account of the Company and for the benefit of Siena Lending Group LLC (the “Revolving Loan Lender”).

 

On December 30, 2021, the Loan Parties entered into an Amendment No. 4 to Credit Agreement (the “Fourth Amendment” and together with the Credit Agreement, the “Term Loan Credit Agreement”) with the Lender and the Agent, pursuant to which the principal amount of the term loan credit facility was increased by $15,000 to a total of $71,000, with such additional $15,000 (the “Delayed Draw Loan”) to be funded, at the Borrower’s option, upon the satisfaction of certain conditions precedent set forth in the Fourth Amendment. The Borrower has the option to draw on the Delayed Draw Loan through January 31, 2023 and may choose not to do so.

 


The Delayed Draw Loan, if funded, will bear interest, at Borrower’s option and subject to the provisions of the Term Loan Credit Agreement, at the Base Rate (as defined in the Term Loan Credit Agreement) or Eurodollar Rate (as defined in the Term Loan Credit Agreement) plus the Applicable Margin (as defined in the Term Loan Credit Agreement) for each such interest rate set forth in the Term Loan Credit Agreement.

 

Reimbursement Agreement

 

Pursuant to the Third Amendment, on July 30, 2021, the Company, the Lender, Alter Domus (US) LLC, as calculation agent, and the Agent entered into a reimbursement agreement (the “Reimbursement Agreement”), pursuant to which, among other things, the Company agreed to reimburse the Agent, for the account of the Lender, in the event of any drawings under the Third Amendment Letter of Credit by the Revolving Loan Lender.

 

In addition, pursuant to the Reimbursement Agreement, the Company shall make certain other payments as set forth below, so long as the Third Amendment Letter of Credit remains outstanding:

 

Letter of Credit Fee

 

The Company shall pay to Agent, for the account of Lender, an annual fee of $500, which shall be due and payable quarterly beginning on August 2, 2021, and every three months thereafter.

 

Equity Fee

 

Every three months (the “Measurement Period”), commencing on August 6, 2021, the Company shall pay to the Lender (or, so long as Lender is the sole provider of the Third Amendment Letter of Credit, to OC III LVS XII LP, if Lender has timely notified the Company in writing of such designation) a fee (the “Equity Fee”) payable in shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The Equity Fee shall be calculated by dividing $1,000 by the volume weighted average price of the Company’s Common Stock on the Nasdaq Capital Market for the ten (10) trading days ending on the last business day of the applicable Measurement Period. The Company can opt to pay the Equity Fee in cash, in the amount of $1,000, if, and only if, (x) the Company has already issued as Equity Fees a number of shares of its Common Stock equal to (I) 5.0% multiplied by (II) the total number of shares of Common Stock outstanding as of July 30, 2021, rounded down to the nearest whole share of Common Stock, and (y) the Company has at least $15,000 of Repayment Liquidity after giving effect to such payment. The term Repayment Liquidity, as defined in the Term Loan Credit Agreement, means (a) all unrestricted and unencumbered cash and cash equivalents of the Loan Parties, plus (b) the undrawn and available portion of the commitments under that certain Amended and Restated Loan and Security Agreement by and among the Loan Parties and the Revolving Loan Lender (as described below), minus (c) all accounts payable of the Loan Parties that are more than 30 days past due.

 

The Equity Fee shall no longer be paid once the Company has issued to Lender and/or OC III LVS XII LP Equity Fees in an amount of Common Stock equal to 9.99% multiplied by the total number of shares of Common Stock outstanding as of July 30, 2021, rounded down to the nearest whole share of Common Stock (the “Maximum Equity”).

 

The issuance of each Equity Fee under the Reimbursement Agreement will be made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act for offers and sales of securities that do not involve a “public offering.”

 

Cash Fee

 

The Company shall pay to the Agent, for the account of the Lender (or, so long as the Lender is the sole provider of the Third Amendment Letter of Credit, to OC III LVS XII LP, if the Lender has timely notified the Company in writing of such designation) a cash fee (the “Cash Fee”) which shall be due and payable in cash quarterly beginning on the date that the Maximum Equity has been issued and thereafter on the business day immediately succeeding the last business day of the applicable Measurement Period. The Cash Fee shall be equal to $1,000, provided that, in the quarter in which the Maximum Equity is issued, such fee shall be equitably reduced by the value of any Equity Fee issued by the Company that quarter.

 

Warrant

 

In connection with the entry into the Term Loan Credit Agreement, the Company issued to an affiliate of the Lender (the “Warrantholder”) a warrant (the “Warrant”), pursuant to that certain warrant acquisition agreement, dated as of October 13, 2020 (the “Warrant Acquisition Agreement”), by and between the Company and the Lender to purchase a number of shares of the Company’s common stock, par value $0.01 per share, equal to 23% of the outstanding common stock on a fully-diluted basis at the time the Warrant is exercised (after giving effect to such issuance). The Warrant is exercisable for a term of ten years from the date of the issuance of the Warrant. The Warrant was issued on November 24, 2020 after the Company received stockholder approval of the issuance of the common stock issuable upon exercise of the Warrant by the Warrantholder. In connection with the issuance of the Warrant, the Company and the Lender entered into a registration rights agreement (the “Registration Rights Agreement”) as of the Closing Date of November 24, 2020. As of December 31, 2021 and December 31, 2020, the Warrant was exercisable for an aggregate of 6,098,217 and 5,307,539 shares, respectively, of common stock of the Company with a per share exercise price of $0.01. The Company determined that the Warrant should be accounted for as a derivative instrument and classified as a liability on its Consolidated Balance Sheets primarily due to the instrument obligating the Company to settle the Warrant in a variable number of shares of common stock. The Warrant was recorded at fair value and is treated as a discount on the term loan. The discount on the associated debt is amortized over the life of the Term Loan Credit Agreement and included in interest expense.

 

Pursuant to the Second Amendment, in the event that the Additional Loan is not repaid in full by March 31, 2022, the Company shall issue to the Lender and/or an affiliate of the Lender the March 2022 Warrant to purchase a number of shares of the Company’s common stock, par value $0.01 per share, equal to 5% of the Company’s outstanding common stock on a fully-diluted basis at the time the March 2022 Warrant is exercised (after giving effect to such issuance). The March 2022 Warrant, if issued, will have an exercise price of $0.01 and a term of ten years. The Company believes that it is probable that the March 2022 Warrant will be issued and as such has recorded an additional warrant liability of $7,351 during the third quarter of 2021.

 

Pursuant to the Fourth Amendment and a warrant acquisition agreement, dated as of December 30, 2021 (the “Warrant Acquisition Agreement”), the Company issued to the Lender a warrant (the “December 2021 Warrant”) to purchase a number of shares of the Company’s common stock, par value $0.01 per share, equal to 5% of the Company’s outstanding common stock on a fully-diluted basis at the time the December 2021 Warrant is exercised (after giving effect to such issuance). The December 2021 Warrant has an exercise price of $0.01 and a term of ten years. As of December 31, 2021, the December 2021 Warrant was exercisable for an aggregate of 1,325,699 shares of common stock of the Company with a per share exercise price of $0.01.

 

In addition, to the extent the Delayed Draw Loan is funded, the Company has agreed to issue to the Lender a warrant (the “3% Additional Warrant”) to purchase up to a number of shares of the Company’s common stock, par value $0.01 per share, equal to 3% of the Company’s outstanding common stock on a fully-diluted basis at the time the 3% Additional Warrant is exercised (after giving effect to such issuance). The 3% Additional Warrant, if issued, will have an exercise price of $0.01 and a term of ten years.

 

The following schedule shows the change in fair value of the Warrant as of December 31, 2021.

 

Warrant liability as of December 31, 2020

 

$

12,730

 

Change in fair value

 

 

14,894

 

Warrants issued

 

 

4,890

 

Warrant liability as of December 31, 2021

 

$

32,514

 

 

The change in fair value of the Warrant is reported on a separate line in the consolidated statement of operations. The Term Loan Credit Agreement is presented net of the unamortized discount and unamortized deferred financing costs.

 

Siena Loan and Security Agreement

 

On October 8, 2020, the Company entered into a Loan and Security Agreement (the “Siena Loan Agreement”) by and among the Company, as guarantor, and certain of its subsidiaries, as borrowers (together with the Company, the “Loan Parties”), and Siena Lending Group LLC, as lender (“Siena”). Pursuant to the Siena Loan Agreement, Siena provided an asset backed credit facility, in the maximum aggregate principal amount of up to $20,000, (the "Maximum Revolving Facility Amount") consisting of revolving loans (the Revolving Loans").

 

The Siena Loan Agreement replaced the Company’s prior revolving credit facility under the Credit and Security Agreement (the “BMO Credit Agreement”) dated as of April 12, 2019, among the Company and certain of its subsidiaries, as borrowers and guarantors, and BMO Harris Bank N.A., as lender, as amended from time to time, which was terminated effective October 8, 2020 and otherwise would have matured on April 12, 2024.

 

The Siena Loan Agreement provided for a revolving credit facility with maximum availability of $20,000, subject to borrowing base requirements set forth in the Siena Loan Agreement, which generally limited availability under the revolving credit facility to (a) 85% of the value of eligible accounts and (b) up to the lesser of (i) 50% of the lower of cost or market value of eligible inventory and (ii) 85% of the net orderly liquidation value of eligible inventory, and as reduced by reserves established by Siena from time to time in accordance with the Siena Loan Agreement.

 

On July 30, 2021, the Loan Parties and Siena entered into an Amended and Restated Loan and Security Agreement (the “Amended and Restated Loan and Security Agreement”), which amended and restated the terms and conditions of the Siena Loan Agreement in its entirety.

 

Pursuant to the Amended and Restated Loan and Security Agreement, the Maximum Revolving Facility Amount was increased to $25,000, provided, however, that the outstanding balance of all Revolving Loans may not exceed the lesser of (A) the Maximum Revolving Facility Amount minus the Availability Block and (B) an amount equal to the issued and undrawn portion of the Third Amendment Letter of Credit (as defined above) minus the Availability Block. The term “Availability Block”, as defined in the Amended and Restated Loan and Security Agreement, means 3.0% of the issued and undrawn amount under the Third Amendment Letter of Credit.

 

The Amended and Restated Loan and Security Agreement has a term ending on October 8, 2023. Revolving Loans outstanding under the Amended and Restated Loan and Security Agreement bear interest, subject to the provisions of the Amended and Restated Loan and Security Agreement, at an interest rate of 2% per annum in excess of the Base Rate (as defined in the Siena Loan Agreement). As of December 31, 2021, the interest rate on outstanding debt under the Amended and Restated Loan and Security Agreement was 5.26%.

 

The Amended and Restated Loan and Security Agreement contains affirmative and negative covenants, including, without limitation, limitations on future indebtedness, liens and investments. The Amended and Restated Loan and Security Agreement also provides for customary events of default. Pursuant to the terms and conditions set forth in the Amended and Restated Loan and Security Agreement, each of the Loan Parties granted Siena a continuing lien upon certain assets of the Loan Parties to secure the obligations of the Loan Parties under the Amended and Restated Loan and Security Agreement.

 

As of December 31, 2021, the Company had $24,026 in outstanding debt under the Siena Loan Agreement and remaining borrowing availability of $122. As of December 31, 2020, the Company had $6,874 in outstanding debt under the Siena Loan Agreement and remaining borrowing availability of $9,701. The Company incurred $1,101 in deferred financing costs related to the Siena Loan Agreement and incurred $1,037 in additional deferred financing costs related to the Amended and Restated Loan and Security Agreement. The deferred financing costs are presented as an asset and amortized to interest expense on a straight-line basis over the term of the Siena Loan Agreement.

 

SBA Paycheck Protection Program Loan

 

In March 2020, Congress passed the Paycheck Protection Program (“PPP”), authorizing loans to small businesses for use in paying employees that they continue to employ throughout the COVID-19 pandemic and for rent, utilities and interest on mortgages. In June 2020, Congress enacted the Paycheck Protection Program Flexibility Act (“PPPFA”), amending the PPP.

 

Loans obtained through the PPP, as amended, are eligible to be forgiven as long as the proceeds are used for qualifying purposes and certain other conditions are met. On April 16, 2020, the Company received a loan from BMO Harris Bank N.A. in the amount of $10,000 (the “PPP Loan”). Since the entire PPP Loan was used for payroll, utilities and interest, management anticipated that the majority of the PPP Loan would be forgiven. The Company filed an application for PPP Loan forgiveness on October 28, 2020 along with a request for extension of the term of the PPP Loan to five years. On July 14, 2021, the Company received a notification from BMO Harris Bank N.A. that the Small Business Administration approved the Company’s PPP Loan forgiveness application for the entire $10,000 balance, together with interest accrued thereon, of the PPP Loan and that the remaining balance of the PPP Loan was zero. The Company recognized a gain on extinguishment of debt of $10,129 related to PPP Loan forgiveness during 2021.

 

M&T Credit Agreement

 

On April 16, 2019, FreightCar America Leasing 1, LLC, an indirect wholly-owned subsidiary of the Company (“Freightcar Leasing Borrower”), entered into a Credit Agreement (the “M&T Credit Agreement”) with M & T Bank, N.A., as lender (“M&T”). Pursuant to the M&T Credit Agreement, M&T extended a revolving credit facility to Freightcar Leasing Borrower in an aggregate amount of up to $40,000 for the purpose of financing railcars which will be leased to third parties.

 

On April 16, 2019, Freightcar Leasing Borrower also entered into a Security Agreement (the “M&T Security Agreement”) pursuant to which it granted a security interest in all of its assets to M&T to secure its obligations under the M&T Credit Agreement.

 

On April 16, 2019, FreightCar America Leasing, LLC, a wholly-owned subsidiary of the Company and parent of Freightcar Leasing Borrower (“Freightcar Leasing Guarantor”), entered into (i) a Guaranty Agreement (the “M&T Guaranty Agreement”) pursuant to which Freightcar Leasing Guarantor guarantees the repayment and performance of certain obligations of Freightcar Leasing Borrower and (ii) a Pledge Agreement (the “M&T Pledge Agreement”) pursuant to which Freightcar Leasing Guarantor pledged all of the equity of Freightcar Leasing Borrower held by Freightcar Leasing Guarantor.

 

The loans under the M&T Credit Agreement are non-recourse to the assets of the Company or its subsidiaries other than the assets of Freightcar Leasing Borrower and Freightcar Leasing Guarantor.

 

The M&T Credit Agreement had a term ending on April 16, 2021 (the “Term End”). Loans outstanding thereunder will bear interest, accrued daily, at the Adjusted LIBOR Rate (as defined in the M&T Credit Agreement) or the Adjusted Base Rate (as defined in the M&T Credit Agreement). The M&T Credit Agreement has both affirmative and negative covenants, including, without limitation, maintaining an Interest Coverage Ratio (as defined in the

M&T Credit Agreement) of not less than 1.25:1.00, measured quarterly, and limitations on indebtedness, loans, liens and investments. The M&T Credit Agreement also provides for customary events of default.

 

On August 7, 2020, FreightCar Leasing Borrower received notice (the “First Notice”) from M&T that, based on an appraisal (the “Appraisal”) conducted by a third party at the request of M&T with respect to the railcars in FreightCar Leasing Borrower’s Borrowing Base (as defined in the M&T Credit Agreement) under the M&T Credit Agreement, the unpaid principal balance under the M&T Credit Agreement exceeded the availability under the M&T Credit Agreement as of the date of the Appraisal by $5,081 (the “Payment Demand Amount”). In the First Notice, M&T Bank: (a) asserted that an Event of Default under the M&T Credit Agreement has occurred because FreightCar Leasing Borrower did not pay the Payment Demand Amount to M&T within five days of the asserted change in availability; (b) demanded payment of the amount within five days of the date of the First Notice; and (c) terminated the commitment to advance additional loans under the M&T Credit Agreement.

 

On December 18, 2020, FreightCar Leasing Borrower received a revised notice (the “Second Notice,” and together with the First Notice, the “Notices”) from M&T asserting that: (a) as a result of the continuing Event of Default that M&T alleged to have occurred under the M&T Credit Agreement, M&T has declared a default and accelerated and demands immediate payment by FreightCar Leasing Borrower of $10,114 (the “Outstanding Amount”); (b) FreightCar Leasing Borrower is liable for all interest that continues to accrue on the Outstanding Amount; and (c) FreightCar Leasing Borrower is liable for all attorneys’ fees, costs and expenses as set forth in the M&T Credit Agreement.

 

On April 20, 2021, FreightCar Leasing Borrower received a notice from M&T that an Event of Default had occurred due to all amounts outstanding under the M&T Credit Agreement having not be paid by the Term End.

 

On December 28, 2021 (the “Execution Date”), FreightCar Leasing Borrower, FreightCar Leasing Guarantor (together with FreightCar Leasing Borrower, the “Obligors”), the Company, FreightCar America Railcar Management, LLC, a Delaware limited liability company (“FCA Management”), and M&T, entered into a Forbearance and Settlement Agreement (the “Forbearance Agreement”) with respect to M&T Credit Agreement and its related Credit Documents (as defined in the M&T Credit Agreement), as well as certain intercompany services agreements related thereto.

 

Pursuant to the Forbearance Agreement, the Obligors will continue to perform and comply with all of their performance obligations (as opposed to payment obligations) under certain provisions of the M&T Credit Agreement (primarily related to information obligations and the preservation of the collateral pledged by the Borrower to M&T pursuant to the M&T Security Agreement (the “Collateral”)) and all the provisions of the M&T Security Agreement. During the period from Execution Date until the termination of the Forbearance Agreement, M&T may not take any action against the Obligors or exercise or enforce any rights or remedies provided for in the Credit Documents or otherwise available to it. The M&T Credit Agreement is not being amended.

 

On December 1, 2023, or sooner if requested by the Lender (the “Turnover Date”), the Borrower shall execute and deliver to M&T documents required to deliver and assign to the Lender all the leased railcars and related leases serving as Collateral for the M&T Credit Agreement.

 

Upon the Turnover Date and the Obligors’ performance of their respective obligations under the Forbearance Agreement, including the delivery of certain Collateral to M&T upon the Turnover Date, all Obligations (as defined in the M&T Credit Agreement) shall be deemed satisfied in full, M&T shall no longer have any further claims against the Obligors under the Credit Documents and the Credit Documents shall automatically terminate and be of no further force or effect except for the provisions thereof that expressly survive termination.

 

The Forbearance Agreement contains customary releases at execution for all affiliates of the Company (other than the Obligors) and agreements to deliver final releases with respect to the Obligors upon their performance under the Forbearance Agreement. The Company also agreed to turn over to M&T on the Effective Date certain rents in the amount of $715 that it had previously collected as servicing agent for the Borrower, and to continue to provide such

services through the Turnover Date without a service fee, and after the Turnover Date through the return of the railcars serving as Collateral, for a service fee.

 

As of December 31, 2021 and December 31, 2020, FreightCar Leasing Borrower had $7,917 and $10,105, respectively, in outstanding debt under the M&T Credit Agreement, which was collateralized by leased railcars with a carrying value of $6,638 and $6,975, respectively. As of December 31, 2021, the interest rate on outstanding debt under the M&T Credit Agreement was 4.25%.

 

Long-term debt consists of the following as of December 31, 2021.

 

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

M&T Credit Agreement outstanding

 

$

7,917

 

 

$

10,105

 

SBA Payroll Protection Program Loan outstanding

 

 

-

 

 

 

10,000

 

Siena Loan Agreement outstanding

 

 

24,026

 

 

 

6,874

 

Term Loan Credit Agreement outstanding

 

 

57,278

 

 

 

40,000

 

Total debt

 

 

89,221

 

 

 

66,979

 

Less Term Loan Credit Agreement discount

 

 

(7,077

)

 

 

(8,892

)

Less Term Loan Credit Agreement deferred financing costs

 

 

(2,660

)

 

 

(2,814

)

Total debt, net of discount and deferred financing costs

 

 

79,484

 

 

 

55,273

 

Less amounts due within one year

 

 

-

 

 

 

(17,605

)

Long-term debt, net of current portion

 

$

79,484

 

 

$

37,668

 

 

The fair value of long-term debt approximates its carrying value as of December 31, 2021 and 2020.

 

Estimated annual maturities of long-term debt, including the current portion at December 31, 2021 are as follows based on the most recent debt agreements.

 

 

 

2022

 

$

-

 

2023

 

 

31,943

 

2024

 

 

-

 

2025

 

 

57,278

 

2026

 

 

-

 

Thereafter

 

 

-

 

 

 

 

89,221

 
v3.22.1
Accumulated Other Comprehensive Loss
 12 Months Ended
Dec. 31, 2021
Accumulated Other Comprehensive Loss [Abstract]  
Accumulated Other Comprehensive Loss

Note 13 – Accumulated Other Comprehensive Loss

 

The changes in accumulated other comprehensive loss consist of the following:

 

 

 

 

Pre-Tax

 

 

Tax

 

 

After-Tax

 

Year ended December 31, 2021

 

 

 

 

 

 

 

 

 

Pension liability activity:

 

 

 

 

 

 

 

 

 

Actuarial gain

 

$

5,620

 

 

$

-

 

 

$

5,620

 

Reclassification adjustment for amortization of net loss (pre-tax other income)

 

 

621

 

 

 

-

 

 

 

621

 

 

 

$

6,241

 

 

$

-

 

 

$

6,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Tax

 

 

Tax

 

 

After-Tax

 

Year ended December 31, 2020

 

 

 

 

 

 

 

 

 

Pension liability activity:

 

 

 

 

 

 

 

 

 

Actuarial loss

 

$

(1,544

)

 

$

-

 

 

$

(1,544

)

Reclassification adjustment for amortization of net loss (pre-tax other income)

 

 

561

 

 

 

-

 

 

 

561

 

 

 

$

(983

)

 

$

-

 

 

$

(983

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The components of accumulated other comprehensive loss consist of the following:

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Unrecognized pension cost, net of tax of $6,282 and $6,282, respectively

 

$

(5,522

)

 

$

(11,763

)
v3.22.1
Employee Benefit Plans
 12 Months Ended
Dec. 31, 2021
Employee Benefit Plans [Abstract]  
Employee Benefit Plans

Note 14 – Employee Benefit Plans

 

The Company has a qualified, defined benefit pension plan that was established to provide benefits to certain employees. The plan is frozen and participants are no longer accruing benefits. Generally, contributions to the plan are not less than the minimum amounts required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and not more than the maximum amount that can be deducted for federal income tax purposes. The plan’s assets are held by independent trustees and consist primarily of equity and fixed income securities.

 

The Company has elected to utilize a full yield curve approach in estimating the interest component for pension benefits by applying the specific spot rates along the yield curve used in determining the benefit obligation to the relevant projected cash flows.

 

The changes in benefit obligation, change in plan assets and funded status as of December 31, 2021 and 2020, are as follows:

 

 

 

 

Pension Benefits

 

 

 

 

2021

 

 

 

2020

 

Change in benefit obligation

 

 

 

 

 

 

 

 

Benefit obligation – Beginning of year

 

 

$

55,359

 

 

 

$

53,294

 

Interest cost

 

 

 

944

 

 

 

 

1,430

 

Actuarial (gain) loss

 

 

 

(2,098

)

 

 

 

3,870

 

Benefits paid

 

 

 

(3,267

)

 

 

 

(3,235

)

Benefit obligation – End of year

 

 

 

50,938

 

 

 

 

55,359

 

Change in plan assets

 

 

 

 

 

 

 

 

Plan assets – Beginning of year

 

 

 

48,314

 

 

 

 

46,784

 

Return on plan assets

 

 

 

5,856

 

 

 

 

4,765

 

Benefits paid

 

 

 

(3,267

)

 

 

 

(3,235

)

Plan assets at fair value – End of year

 

 

 

50,903

 

 

 

 

48,314

 

Funded status of plans – End of year

 

 

$

(35

)

 

 

$

(7,045

)

 

 

 

 

 

 

Pension Benefits

 

 

 

 

2021

 

 

 

2020

 

Amounts recognized in the Consolidated Balance Sheets

 

 

 

 

 

 

 

 

Current liabilities

 

 

$

-

 

 

 

$

-

 

Noncurrent liabilities

 

 

 

(35

)

 

 

 

(7,045

)

Net amount recognized at December 31

 

 

$

(35

)

 

 

$

(7,045

)

 

 

 

Amounts recognized in accumulated other comprehensive loss but not yet recognized in earnings at December 31, 2021 and 2020, are as follows:

 

 

 

 

 

 

 

 

Pension Benefits

 

 

 

 

2021

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

Net actuarial loss

 

 

$

11,803

 

 

 

$

18,045

 

 

 

 

$

11,803

 

 

 

$

18,045

 

 

Components of net periodic benefit cost for the years ended December 31, 2021 and 2020, are as follows:

 

 

 

 

 

 

 

 

 

Pension Benefits

 

 

 

 

2021

 

 

 

2020

 

Components of net periodic benefit cost

 

 

 

 

 

 

 

 

Interest cost

 

$

 

944

 

 

$

 

1,430

 

Expected return on plan assets

 

 

 

(2,335

)

 

 

 

(2,438

)

Amortization of unrecognized net loss (gain)

 

 

 

621

 

 

 

 

562

 

Total net periodic (income) benefit cost

 

$

 

(770

)

 

$

 

(446

)

 

The increase (decrease) in accumulated other comprehensive loss (pre-tax) for the years ended December 31, 2021 and 2020, are as follows:

 

 

 

 

 

 

 

 

 

Pension Benefits

 

 

 

 

2021

 

 

 

2020

 

Net actuarial (gain) loss

 

 

$

(5,620

)

 

 

$

1,544

 

Amortization of net actuarial (gain) loss

 

 

 

(621

)

 

 

 

(561

)

Total recognized in accumulated other comprehensive loss

 

 

$

(6,241

)

 

 

$

983

 

 

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as of December 31, 2021:

 

 

 

 

 

 

 

 

Pension Benefits

 

 

 

 

 

 

2022

 

 

$

3,206

 

2023

 

 

 

3,234

 

2024

 

 

 

3,195

 

2025

 

 

 

3,175

 

2026

 

 

 

3,139

 

2027 through 2031

 

 

 

14,897

 

 

The Company is not required to make any contributions to its pension plan in 2022 to meet its minimum funding requirements.

 

The assumptions used to determine end of year benefit obligations are shown in the following table:

 

 

 

 

 

 

 

Pension Benefits

 

 

 

2021

 

 

2020

Discount rates

 

 

2.84%

 

 

2.48%

 

 

The discount rate is determined using a yield curve model that uses yields on high quality corporate bonds (AA rated or better) to produce a single equivalent rate. The yield curve model excludes callable bonds except those with make-whole provisions, private placements and bonds with variable rates.

 

In October 2021, the Society of Actuaries issued base mortality table Pri-2012 which is split by retiree and contingent survivor tables and includes mortality improvement assumptions for U.S. plans, scale (MP-2021with COVID adjustment), which reflects additional data that the Social Security Administration has released since prior assumptions (MP-2020) were developed. The Company has historically utilized the Society of Actuaries’ published mortality data in its plan assumptions. Accordingly, the Company adopted Pri-2012 with MP-2021 for purposes of measuring its pension obligations at December 31, 2021.

 

The 2021 actuarial gain of $2,098 was largely the result of the change in the yield curve. The impact of the mortality improvement scale MP-2021also created a slight actuarial gain for 2021. The 2020 actuarial loss of $3,870 was largely the result of the change in the yield curve. The 2020 actuarial loss related to the change in the yield curve was partially offset by the impact of the mortality improvement scale MP-2020.

 

The assumptions used in the measurement of net periodic cost are shown in the following table:

 

 

 

 

 

 

 

Pension Benefits

 

 

 

2021

 

 

2020

Discount rate for benefit obligations

 

 

2.48%

 

 

3.22%

 

Expected return on plan assets

 

 

5.00%

 

 

5.40%

 

Rate for interest on benefit obligations

 

 

1.77%

 

 

2.78%

 

Discount rate for service cost

 

 

N/A

 

 

N/A

 

 

The Company’s pension plan’s weighted average asset allocations at December 31, 2021 and 2020, and target allocations for 2022, by asset category, are as follows:

 

 

 

 

 

Plan Assets at December 31,

 

 

 

 

 

 

 

 

 

 

Target Allocation

 

 

 

 

2021

 

 

2020

 

 

2022

 

Asset Category

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

2

%

 

 

0

%

 

0% - 5%

 

Equity securities

 

 

 

54

%

 

 

56

%

 

45% - 65%

 

Fixed income securities

 

 

 

33

%

 

 

35

%

 

30% - 50%

 

Real estate

 

 

 

11

%

 

 

9

%

 

4%-6%

 

 

 

 

 

100

%

 

 

100

%

 

 

100

%

 

The basic goal underlying the pension plan investment policy is to ensure that the assets of the plans, along with expected plan sponsor contributions, will be invested in a prudent manner to meet the obligations of the plans as those obligations come due under a broad range of potential economic and financial scenarios, maximize the long-term investment return with an acceptable level of risk based on such obligations, and broadly diversify investments across and within the capital markets to protect asset values against adverse movements in any one market. The Company’s investment strategy balances the requirement to maximize returns using potentially higher return

generating assets, such as equity securities, with the need to manage the risk of such investments with less volatile assets, such as fixed-income securities. Investment practices must comply with the requirements of ERISA and any other applicable laws and regulations. The Company, in consultation with its investment advisors, has determined a targeted allocation of invested assets by category and it works with its advisors to reasonably maintain the actual allocation of assets near the target. The long term return on assets was estimated based upon historical market

performance, expectations of future market performance for debt and equity securities and the related risks of various allocations between debt and equity securities. Numerous asset classes with differing expected rates of return, return volatility and correlations are utilized to reduce risk through diversification.

 

The Company’s pension plan assets are invested in one mutual fund for each fund classification. The following table presents the fair value of pension plan assets classified under the appropriate level of the ASC 820 fair value hierarchy (see Note 2, Summary of Significant Accounting Policies for a description of the fair value hierarchy) as of December 31, 2021 and 2020:

 

 

   Pension Plan Assets

 

 

As of December 31, 2021

 

 

 

 

Level 1

 

 

 

Level 2

 

 

 

Level 3

 

 

 

Total

 

Mutual funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income funds

 

 

$

16,645

 

 

 

$

-

 

 

 

$

-

 

 

 

$

16,645

 

Large cap funds

 

 

 

16,238

 

 

 

 

-

 

 

 

 

-

 

 

 

 

16,238

 

Small cap funds

 

 

 

4,877

 

 

 

 

-

 

 

 

 

-

 

 

 

 

4,877

 

International funds

 

 

 

6,607

 

 

 

 

-

 

 

 

 

-

 

 

 

 

6,607

 

Real estate funds

 

 

 

5,529

 

 

 

 

-

 

 

 

 

-

 

 

 

 

5,529

 

Cash and equivalents

 

 

 

1,007

 

 

 

 

-

 

 

 

 

-

 

 

 

 

1,007

 

Total

 

 

$

50,903

 

 

 

$

-

 

 

 

$

-

 

 

 

$

50,903

 

 

 Pension Plan Assets

 

 

As of December 31, 2020

 

 

 

 

Level 1

 

 

 

Level 2

 

 

 

Level 3

 

 

 

Total

 

Mutual funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income funds

 

 

$

16,670

 

 

 

$

-

 

 

 

$

-

 

 

 

$

16,670

 

Large cap funds

 

 

 

16,033

 

 

 

 

-

 

 

 

 

-

 

 

 

 

16,033

 

Small cap funds

 

 

 

4,558

 

 

 

 

-

 

 

 

 

-

 

 

 

 

4,558

 

International funds

 

 

 

6,338

 

 

 

 

-

 

 

 

 

-

 

 

 

 

6,338

 

Real estate funds

 

 

 

4,576

 

 

 

 

-

 

 

 

 

-

 

 

 

 

4,576

 

Cash and equivalents

 

 

 

139

 

 

 

 

-

 

 

 

 

-

 

 

 

 

139

 

Total

 

 

$

48,314

 

 

 

$

-

 

 

 

$

-

 

 

 

$

48,314

 

 

 

 

 

 

 

 

The Company also maintains qualified defined contribution plans, which provide benefits to their employees based on employee contributions and employee earnings, with discretionary contributions allowed. Expenses related to these plans were $118 for the year ended December 31, 2021. The Company reinstated the employer contribution to its defined contribution plans effective April 1, 2021 after employer contributions were suspended for fifteen months.
v3.22.1
Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Taxes [Abstract]  
Income Taxes

Note 15 - Income Taxes

 

The provision (benefit) for income taxes for the periods indicated includes current and deferred components as follows:

 

 

 

 

 

 

 

Year Ended December 31

 

 

 

 

2021

 

 

 

2020

 

Current Tax Expense/(Benefit)

 

 

 

 

 

 

 

 

Federal

 

$

 

(10

)

 

$

 

(92

)

Foreign

 

 

 

1,533

 

 

 

 

137

 

State

 

 

 

26

 

 

 

 

17

 

 

 

 

 

1,549

 

 

 

 

62

 

Deferred Tax Expense/(Benefit)

 

 

 

 

 

 

 

 

Federal

 

 

 

-

 

 

 

 

1

 

Foreign

 

 

 

(136

)

 

 

 

136

 

 

 

 

 

(136

)

 

 

 

137

 

Total

 

$

 

1,413

 

 

$

 

199

 

 

 

The (provision) benefit for income taxes for the periods indicated differs from the amounts computed by applying the federal statutory rate as follows:

 

 

 

 

 

 

 

 

 

Year Ended December 31

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

Statutory U.S. federal income tax rate

 

 

21.0

 

%

 

 

 

21.0

 

%

State income taxes, net of federal tax benefit

 

 

0.7

 

%

 

 

 

3.9

 

%

Valuation allowance

 

 

(20.4

)

%

 

 

 

(23.5

)

%

Foreign Rate Differential

 

 

(1.0

)

%

 

 

 

(0.1

)

%

State rate and other changes on deferred taxes

 

 

0.4

 

%

 

 

 

(0.4

)

%

Federal and state tax credits

 

 

0.0

 

%

 

 

 

0.1

 

%

Nondeductible expenses and other

 

 

(4.2

)

%

 

 

 

(1.4

)

%

Effective income tax rate

 

 

(3.5

)

%

 

 

 

(0.4

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes result from temporary differences in the financial and tax basis of assets and liabilities.

Components of deferred tax assets (liabilities) consisted of the following:

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Description

Assets

 

 

Liabilities

 

 

Assets

 

 

Liabilities

 

Accrued post-retirement and pension benefits

 

$

149

 

 

$

-

 

 

$

1,663

 

 

$

-

 

Intangible assets

 

 

-

 

 

 

(22

)

 

 

-

 

 

 

(17

)

Accrued expenses

 

 

1,367

 

 

 

-

 

 

 

2,027

 

 

 

-

 

Deferred state and local incentive revenue

 

 

537

 

 

 

-

 

 

 

1,132

 

 

 

-

 

Inventory valuation

 

 

496

 

 

 

-

 

 

 

3,145

 

 

 

-

 

Property, plant and equipment and railcars on operating leases

 

 

103

 

 

 

-

 

 

 

-

 

 

 

(2,018

)

Net operating loss and tax credit carryforwards

 

 

62,536

 

 

 

-

 

 

 

48,738

 

 

 

-

 

Stock-based compensation expense

 

 

1,539

 

 

 

-

 

 

 

1,127

 

 

 

-

 

Other

 

 

99

 

 

 

-

 

 

 

1,135

 

 

 

-

 

Right of use asset

 

 

-

 

 

 

(4,780

)

 

 

-

 

 

 

(5,543

)

Lease liability

 

 

5,175

 

 

 

-

 

 

 

8,086

 

 

 

-

 

 

 

 

72,001

 

 

 

(4,802

)

 

 

67,053

 

 

 

(7,578

)

Valuation Allowance

 

 

(67,204

)

 

 

-

 

 

 

(59,613

)

 

 

-

 

Deferred tax assets (liabilities)

 

$

4,797

 

 

$

(4,802

)

 

$

7,440

 

 

$

(7,578

)

Increase (decrease) in valuation allowance

 

$

7,591

 

 

 

 

 

$

19,821

 

 

 

 

 

 

A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management has concluded that, based on evaluation of the positive and negative evidence, primarily the history of operating losses, we will not more likely than not realize the benefit of the deferred tax assets. The Company has certain pretax state net operating loss carryforwards of $242,795 which will expire between 2022 and 2041, for which a full valuation allowance has been recorded. The Company also has federal net operating loss carryforwards, tax credits, and interest carryforwards of $202,231, $2,016, and $12,620, respectively, which will begin to expire in 2032, for which a full valuation allowance also has been recorded. The Company has foreign net operating loss carryforwards of $323 which will begin to expire in 2022 for which a full valuation allowance also has been recorded.

 

The Company does not have any unrecognized tax benefit that, if recognized, would affect the Company's effective tax rate as of December 31, 2021 and 2020. The Company's income tax provision included $0 of expenses related to interest and penalties for the years ended December 31, 2021 and 2020. The Company records interest and penalties

as a component of income tax expense. However, as there are no unrecognized tax benefits for the year ended 2021 and 2020, the Company has zero penalties or interest accrued at December 31, 2021 and 2020, respectively.

 

The Company and/or its subsidiaries file income tax returns with the U.S. federal government and in various state and foreign jurisdictions. A summary of tax years that remain subject to examination is as follows:

 

 

Jurisdiction

 

 

 

 

 

Earliest Year

U.S. Federal

 

 

 

 

 

2018

States:

 

 

 

 

 

 

Pennsylvania

 

 

 

 

 

2001

Texas

 

 

 

 

 

2018

Illinois

 

 

 

 

 

2010

Virginia

 

 

 

 

 

2018

Colorado

 

 

 

 

 

2010

Indiana

 

 

 

 

 

2018

Nebraska

 

 

 

 

 

2016

Alabama

 

 

 

 

 

2016

Foreign:

 

 

 

 

 

 

China

 

 

 

 

 

2018

Mexico

 

 

 

 

 

2020
v3.22.1
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2021
Stock-Based Compensation [Abstract]  
Stock-Based Compensation

Note 16 - Stock-Based Compensation

 

The Company’s incentive compensation plans, titled “The 2005 Long Term Incentive Plan” (as restated to incorporate all amendments, the “2005 Plan”) and “The FreightCar America, Inc. 2018 Long Term Incentive Plan (the “2018 Plan” and, collectively, the “Incentive Plans”), were approved by the Company’s board of directors and ratified by the stockholders. The Incentive Plans provide for the grant to eligible persons of stock options, share appreciation rights (“SAR”), restricted shares, restricted share units (“RSU”), performance shares, performance units, dividend equivalents and other share-based awards, referred to collectively as the awards. Time-vested stock option awards generally vest based on one to three years of service and have 10 year contractual terms. Share awards generally vest over one to three years. Certain option and share awards provide for accelerated vesting if there is a change in control (as defined in the Incentive Plans). The Company accounts for forfeitures of stock-based awards as incurred. The 2005 Plan will terminate as to future awards on May 17, 2023 and the 2018 Plan will terminate as to future awards on May 10, 2028. Under the 2005 Plan, 2,459,616 shares of common stock have been reserved for issuance (from either authorized but unissued shares or treasury shares), of which 39,671 were available for issuance at December 31, 2021. Under the 2018 Plan, 2,800,000 shares of common stock have been reserved for issuance (from either authorized but unissued shares or treasury shares), of which 1,184,809 were available for issuance at December 31, 2021.

 

Stock Options

 

The Company recognizes stock-based compensation expense for time-vested stock option awards based on the fair value of the award on the grant date using the Black-Scholes option valuation model. Expected life in years for time-vested stock option awards was determined using the simplified method. The Company believes that it is appropriate to use the simplified method in determining the expected life for time-vested stock options because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for time-vested stock options. Expected volatility was based on the historical volatility of the Company’s stock. The risk-free interest rate was based on the U.S. Treasury bond rate for the expected life of the option. The expected dividend yield was based on the latest annualized dividend rate and the current market price of the underlying common stock on the date of the grant. The Company recognizes stock-based compensation for restricted stock awards over the vesting period based on the fair market value of the stock on the date of the award, calculated as the average of the high and low trading prices for the Company’s common stock on the award date.

 

Grant date fair values of time-vested stock option awards were estimated using the Black-Scholes option valuation model with the following assumptions:

 

 

 

 

 

 

 

 

 

 

 

Expected

 

Risk Free

 

Grant Date

 

 

 

 

 

 

 

Expected

 

Dividend

 

Interest

 

Fair Value

 

Grant Year

 

Grant Date

 

Expected Life

 

Volatility

 

Yield

 

Rate

 

Per Award

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

1/28/2021

 

6 years

 

64.75%

 

0.00%

 

0.55%

 

$

2.21

 

2021

 

2/15/2021

 

6 years

 

64.89%

 

0.00%

 

0.64%

 

$

2.31

 

2021

 

4/19/2021

 

6 years

 

70.34%

 

0.00%

 

1.00%

 

$

3.48

 

2021

 

5/10/2021

 

6 years

 

71.78%

 

0.00%

 

0.97%

 

$

4.38

 

2021

 

5/24/2021

 

6 years

 

72.58%

 

0.00%

 

0.98%

 

$

3.55

 

2021

 

7/29/2021

 

6 years

 

74.05%

 

0.00%

 

0.84%

 

$

3.41

 

2021

 

8/2/2021

 

6 years

 

74.06%

 

0.00%

 

0.77%

 

$

3.27

 

2021

 

8/30/2021

 

6 years

 

73.90%

 

0.00%

 

0.87%

 

$

3.40

 

2021

 

9/29/2021

 

6 years

 

73.98%

 

0.00%

 

1.12%

 

$

2.93

 

2021

 

10/18/2021

 

6 years

 

73.91%

 

0.00%

 

1.25%

 

$

2.84

 

2021

 

11/1/2021

 

6 years

 

73.88%

 

0.00%

 

1.28%

 

$

2.89

 

 

A summary of the Company’s time-vested stock options activity and related information at December 31, 2021 and 2020, and changes during the years then ended, is presented below:

 

 

 

 

 

 

December 31,

 

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

 

Weighted-

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

Exercise

 

 

 

 

 

Exercise

 

 

 

Options

 

 

Price

 

 

Options

 

 

Price

 

 

 

Outstanding

 

 

(per share)

 

 

Outstanding

 

 

(per share)

 

Outstanding at the beginning of the year

 

 

211,361

 

 

$

11.68

 

 

 

313,317

 

 

$

12.70

 

Granted

 

 

608,485

 

 

 

4.04

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited or expired

 

 

(85,879

)

 

 

9.02

 

 

 

(101,956

)

 

 

14.81

 

Outstanding at the end of the year

 

 

733,967

 

 

$

5.66

 

 

 

211,361

 

 

$

11.68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at the end of the year

 

 

111,516

 

 

$

13.86

 

 

 

103,458

 

 

$

14.93

 

 

 

 

 

 

A summary of the Company’s time vested stock options outstanding as of December 31, 2021 is presented below:

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Weighted-

 

 

 

 

 

 

 

 

 

Remaining

 

 

Average

 

 

 

 

 

 

 

 

 

Contractual

 

 

Exercise

 

 

Aggregate

 

 

 

Options

 

 

Term

 

 

Price

 

 

Intrinsic

 

 

 

Outstanding

 

 

(in years)

 

 

(per share)

 

 

Value

 

Options outstanding

 

 

733,967

 

 

 

8.5

 

 

$

5.66

 

 

$

-

 

Vested or expected to vest

 

 

733,967

 

 

 

8.5

 

 

$

5.66

 

 

$

-

 

Options exercisable

 

 

111,516

 

 

 

5.5

 

 

$

13.86

 

 

$

-

 

 

 

 

There were no time-vested stock options exercised during 2021 or 2020. As of December 31, 2021 , there was $1,015 of total unrecognized compensation expense related to time-vested stock options, which will be recognized over the average remaining requisite service period of 26 months.

 

Stock Appreciation Rights

 

2020 Grants of Stock Appreciation Rights

 

During 2020, the Company granted 1,164,464 cash settled stock appreciation rights to certain employees. Each stock appreciation right represents the right to receive a payment measured by the increase in the fair market value of one share of the Company’s stock from the date of grant of the stock appreciation right to the date of exercise of the stock appreciation right. The cash settled stock appreciation rights vest ratably over three years and have a contractual life of 10 years. Cash settled stock appreciation rights are classified as liabilities. The Company measures the fair value of unvested cash settled stock appreciation rights using the Black-Scholes option valuation model and remeasures the fair value of the award each reporting period until the award is vested. Once vested the Company immediately recognizes compensation cost for any changes in fair value of cash settled stock appreciation rights until settlement. Fair value of vested cash settled stock appreciation rights represents the fair market value of one share of the Company’s stock on the measurement date less the exercise price per share. Compensation cost for cash settled stock appreciation rights is trued up each reporting period for changes in fair value pro-rated for the portion of the requisite service period rendered.

 

2021 Grants of Stock Appreciation Rights

 

During 2021, the Company granted 1,735,500 cash settled stock appreciation rights to certain employees. Each of the 2021 cash settled stock appreciation rights allows the holder to receive, upon exercise, and subject to the vesting restrictions, a distribution in cash equal to the excess of the fair market value of a share of the Company’s stock on the date of exercise over the exercise price. The 2021 cash settled stock appreciation rights vest ratably over three years and have a contractual life of 10 years. Vesting of the 2021 cash settled stock appreciation rights is contingent upon the achievement of a thirty-day trailing average fair market value of a share of the Company’s common stock of 133.3% ($3.17) or more of the exercise price per share ($2.38). When vesting of an award of stock-based compensation is dependent upon the attainment of a target stock price, the award is considered to be subject to a market condition.

 

The 2021 cash settled stock appreciation rights are classified as liabilities. Because vesting of the 2021 cash settled stock appreciation rights included a market condition, the grant date fair market value of the 2021 cash settled stock appreciation rights of $1.74 was calculated using a Monte Carlo simulation model. During 2021, the market condition for the 2021 cash settled stock appreciation rights was met. Thereafter the Company measures the fair value of the 2021 cash settled stock appreciation rights using the Black-Scholes option valuation model and remeasures the fair value of the award each reporting period until the award is vested. Once vested, the Company immediately recognizes compensation cost for any changes in fair value of the 2021 cash settled stock appreciation rights until settlement. Fair value of vested 2021 cash settled stock appreciation rights represents the fair market value of one share of the Company’s stock on the measurement date less the exercise price per share. Compensation cost for the 2021 cash settled stock appreciation rights is trued up each reporting period for changes in fair value pro-rated for the portion of the requisite service period rendered.

 

The estimated fair value of the cash settled stock appreciation rights as of December 31, 2021 was $2,409. Stock-based compensation for cash settled stock appreciation rights was $2,145 and $398 for the year ended December 31, 2021 and 2020, respectively.

 

The fair value of cash settled stock appreciation rights as of December 31, 2021 was estimated using the Black-Scholes option valuation model with the following assumptions:

 

 

 

 

 

 

 

 

 

 

Expected

 

Risk Free

 

 

 

 

 

 

 

 

 

Expected

 

Dividend

 

Interest

 

Fair Value

 

Grant Year

 

Grant Date

 

Expected Life

 

Volatility

 

Yield

 

Rate

 

Per Award

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

1/24/2020

 

4.3 years

 

82.08%

 

0.00%

 

1.14%

 

$

2.79

 

2020

 

9/14/2020

 

5.0 years

 

78.20%

 

0.00%

 

1.25%

 

$

2.70

 

2020

 

11/30/2020

 

5.2 years

 

77.58%

 

0.00%

 

1.27%

 

$

2.58

 

2021

 

1/5/2021

 

5.0 years

 

77.94%

 

0.00%

 

1.26%

 

$

2.61

 

 

A summary of the Company’s cash settled stock appreciation rights activity and related information at December 31, 2021 and 2020 and changes during the year is presented below:

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

 

Weighted-

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

Exercise

 

 

 

 

 

Exercise

 

 

 

SARS

 

 

Price

 

 

SARS

 

 

Price

 

 

 

Outstanding

 

 

(per share)

 

 

Outstanding

 

 

(per share)

 

Outstanding at the beginning of the year

 

 

853,967

 

 

$

1.69

 

 

 

-

 

 

$

-

 

Granted

 

 

1,735,500

 

 

 

2.38

 

 

 

1,164,464

 

 

 

1.68

 

Exercised

 

 

(42,652

)

 

 

1.64

 

 

 

-

 

 

 

-

 

Forfeited or expired

 

 

(383,476

)

 

 

1.92

 

 

 

(310,497

)

 

 

1.64

 

Outstanding at the end of the year

 

 

2,163,339

 

 

$

2.20

 

 

 

853,967

 

 

$

1.69

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at the end of the year

 

 

192,387

 

 

$

1.71

 

 

 

-

 

 

$

-

 

 

A summary of the Company’s cash settled stock appreciation rights outstanding as of December 31, 2021 is presented below:

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Weighted-

 

 

 

 

 

 

 

 

 

Remaining

 

 

Average

 

 

 

 

 

 

 

 

 

Contractual

 

 

Exercise

 

 

Aggregate

 

 

 

SARS

 

 

Term

 

 

Price

 

 

Intrinsic

 

 

 

Outstanding

 

 

(in years)

 

 

(per share)

 

 

Value

 

SARS outstanding

 

 

2,163,339

 

 

 

8.8

 

 

$

2.20

 

 

$

3,214,378

 

Vested or expected to vest

 

 

2,163,339

 

 

 

8.8

 

 

$

2.20

 

 

$

3,214,378

 

SARS exercisable

 

 

192,387

 

 

 

8.1

 

 

$

1.71

 

 

$

381,366

 

 

Restricted Shares

 

A summary of the Company’s nonvested restricted shares as of December 31, 2021 and 2020, and changes during the years then ended is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

Grant Date

 

 

 

 

 

Grant Date

 

 

 

 

 

 

Fair Value

 

 

 

 

 

Fair Value

 

 

 

Shares

 

 

(per share)

 

 

Shares

 

 

(per share)

 

Nonvested at the beginning of the year

 

 

849,723

 

 

$

2.86

 

 

 

327,345

 

 

$

8.49

 

Granted

 

 

213,465

 

 

 

4.23

 

 

 

872,494

 

 

 

1.43

 

Vested

 

 

(311,128

)

 

 

2.26

 

 

 

(73,111

)

 

 

8.18

 

Forfeited

 

 

(260,821

)

 

 

3.49

 

 

 

(277,005

)

 

 

3.63

 

Nonvested at the end of the year

 

 

491,239

 

 

$

3.50

 

 

 

849,723

 

 

$

2.86

 

Expected to vest

 

 

491,239

 

 

$

3.50

 

 

 

849,723

 

 

$

2.86

 

 

The fair value of stock awards vested during the years ended December 31, 2021 and 2020, was $1,942 and $138, respectively, based on the value at vesting date. As of December 31, 2021, there was $690 of unrecognized compensation expense related to nonvested restricted stock awards, which will be recognized over the average remaining requisite service period of 19 months.

 

Stock-based compensation expense of $2,977 and $1,034 is included within selling, general and administrative expense for the years ended December 31, 2021 and 2020, respectively.

v3.22.1
Risks and Contingencies
 12 Months Ended
Dec. 31, 2021
Risks and Contingencies [Abstract]  
Risks and Contingencies

Note 17 - Risks and Contingencies

 

The Company is involved in various warranty and repair claims and, in certain cases, related pending and threatened legal proceedings with its customers in the normal course of business. In the opinion of management, the Company’s potential losses in excess of the accrued warranty and legal provisions, if any, are not expected to be material to the Company’s consolidated financial condition, results of operations or cash flows.

 

As part of a settlement agreement reached with one of its customers during 2019, the Company agreed to pay $7,500 to settle all claims related to a prior year’s commercial dispute. During the years ended December 31, 2021 and 2020, the Company paid $2,000 and $1,000, respectively, of the settlement amount and the remaining $1,000 will be paid during the first quarter of 2022.

 

In addition to the foregoing, the Company is involved in certain other pending and threatened legal proceedings, including commercial disputes and workers’ compensation and employee matters arising out of the conduct of its business. The Company has reserved $756 to cover probable and estimable liabilities with respect to these matters.
v3.22.1
Earnings Per Share
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Earnings Per Share

Note 18 – Earnings Per Share

 

The weighted average common shares outstanding are as follows:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

15,023,853

 

 

 

12,881,403

 

Issuance of warrants

 

 

5,742,545

 

 

 

551,025

 

Weighted average common shares outstanding - basic

 

 

20,766,398

 

 

 

13,432,428

 

Weighted average common shares outstanding - diluted

 

 

20,766,398

 

 

 

13,432,428

 

 

The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and participating securities. The Company’s participating securities are its grants of restricted stock which contain non-forfeitable rights to dividends. The Company allocates earnings between both classes; however, in periods of undistributed losses, they are only allocated to common shares as the unvested restricted stockholders do not contractually participate in losses of the Company. The Company computes basic earnings per share by dividing net income allocated to common shareholders by the weighted average number of shares outstanding during the year. Warrants issued in connection with the Company's long-term debt were issued at a nominal exercise price and are considered outstanding at the date of issuance. Diluted earnings per share is calculated to give effect to all potentially dilutive common shares that were outstanding during the year. Weighted average diluted common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and the assumed vesting of nonvested share awards. For the years ended December 31, 2021 and 2020, 1,321,396 and 1,078,409 shares, respectively, were not included in the weighted average common shares outstanding calculation as they were anti-dilutive.

v3.22.1
Revenue Sources and Concentration of Sales
 12 Months Ended
Dec. 31, 2021
Revenue Sources and Concentration of Sales [Abstract]  
Revenue Sources and Concentration of Sales

Note 19 – Revenue Sources and Concentration of Sales

 

The following table sets forth the Company’s sales resulting from various revenue sources for the periods indicated below:

 

 

Year Ended December 31,

 

 

2021

 

 

2020

 

Railcar sales

$

189,579

 

 

$

94,455

 

Parts sales

 

10,228

 

 

 

9,597

 

Leasing revenues

 

3,243

 

 

 

4,395

 

Total revenues

$

203,050

 

 

$

108,447

 

 

 

Due to the nature of its operations, the Company is subject to significant concentration of risks related to business with a few customers. Sales to the Company’s top three customers accounted for 46%, 12% and 8%, respectively, of revenues for the year ended December 31, 2021. Sales to the Company’s top three customers accounted for 44%, 21% and 12%, respectively, of revenues for the year ended December 31, 2020. The Company had no sales to customers outside the United States in 2021. The Company’s sales to customers outside the United States were $1,350 in 2020. As of December 31, 2021, 62% of the accounts receivable balance of $9,571 reported on the consolidated balance sheet was receivable from one customer. As of December 31, 2020, 48% of the accounts receivable balance of $9,421 reported on the consolidated balance sheet was receivable from one customer and 28% was receivable from a second customer.

 
v3.22.1
Segment Information
 12 Months Ended
Dec. 31, 2021
Segment Information [Abstract]  
Segment Information

Note 20 – Segment Information

 

The Company’s operations comprise two operating segments, Manufacturing and Parts, and one reportable segment, Manufacturing. The Company’s Manufacturing segment includes new railcar manufacturing, used railcar sales, railcar leasing and major railcar rebuilds. The Company’s Parts operating segment is not significant for reporting purposes and has been combined with corporate and other non-operating activities as Corporate and Other.

 

Segment operating income is an internal performance measure used by the Company’s Chief Operating Decision Maker to assess the performance of each segment in a given period. Segment operating income includes all external revenues attributable to the segments as well as operating costs and income that management believes are directly attributable to the current production of goods and services. The Company’s management reporting package does not include interest revenue, interest expense or income taxes allocated to individual segments and these items are not considered as a component of segment operating income. Segment assets represent operating assets and exclude intersegment accounts, deferred tax assets and income tax receivables. The Company does not allocate cash and cash equivalents to its operating segments as the Company’s treasury function is managed at the corporate level. Intersegment revenues were not material in any period presented.

 

 

 

 

Year Ended

 

 

 

 

December 31,

 

 

 

 

2021

 

 

2020

 

 

Revenues:

 

 

 

 

 

 

 

Manufacturing

 

$

192,807

 

 

$

98,706

 

 

Corporate and Other

 

 

10,243

 

 

 

9,741

 

 

Consolidated revenues

 

$

203,050

 

 

$

108,447

 

 

 

 

 

 

 

 

 

 

Operating loss:

 

 

 

 

 

 

 

Manufacturing (1)

 

$

(757

)

 

$

(59,031

)

 

Corporate and Other

 

 

(22,005

)

 

 

(21,562

)

 

Consolidated operating loss

 

 

(22,762

)

 

 

(80,593

)

 

Consolidated interest expense

 

 

(13,317

)

 

 

(2,225

)

 

Gain (loss) on change in fair market value of warrant liability

 

 

(14,894

)

 

 

(3,657

)

 

Gain on extinguishment of debt

 

 

10,122

 

 

 

-

 

 

Consolidated other income

 

 

817

 

 

 

576

 

 

Consolidated loss before income taxes

 

$

(40,034

)

 

$

(85,899

)

 

 

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

 

 

Manufacturing

 

$

3,648

 

 

$

8,434

 

 

Corporate and Other

 

 

656

 

 

 

768

 

 

Consolidated depreciation and amortization

 

$

4,304

 

 

$

9,202

 

 

 

 

 

 

 

 

 

 

Capital expenditures:

 

 

 

 

 

 

 

Manufacturing

 

$

1,880

 

 

$

8,715

 

 

Corporate and Other

 

 

410

 

 

 

1,134

 

 

Consolidated capital expenditures

 

$

2,290

 

 

$

9,849

 

 

 

 

 

 

 

 

 

 

(1) Results for the year ended December 31, 2021 include restructuring and impairment charges of $6,530. Results for the year ended December 31, 2020 include restructuring and impairment charges of $18,325.

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Assets:

 

 

 

 

 

 

Manufacturing

 

$

154,068

 

 

$

114,669

 

Corporate and Other

 

 

46,417

 

 

 

68,046

 

Total operating assets

 

 

200,485

 

 

 

182,715

 

Consolidated income taxes receivable

 

 

179

 

 

 

27

 

Consolidated assets

 

$

200,664

 

 

$

182,742

 

 

Geographic Information

 

 

 

Revenues

 

 

Long Lived Assets(a)

 

 

 

Year Ended

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

United States

 

$

202,978

 

 

$

108,447

 

 

$

24,967

 

 

$

48,126

 

Mexico

 

 

72

 

 

 

-

 

 

 

30,098

 

 

 

20,984

 

Total

 

$

203,050

 

 

$

108,447

 

 

$

55,065

 

 

$

69,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Long lived assets include property, plant and equipment, net, railcars available for lease, and ROU assets.

 

 
v3.22.1
Acquisition
 12 Months Ended
Dec. 31, 2021
Acquisition [Abstract]  
Acquisition

Note 21 – Acquisition

 

On October 16, 2020, FreightCar America, Inc. (the “Company”), through its wholly owned subsidiary, FreightCar North America, LLC (f/k/a FCAI Holdings, LLC) (“FreightCar North America”), entered into an equity purchase agreement (the “Equity Purchase Agreement”) with Fasemex, Inc. (the “US Seller”), Fabricaciones y Servicios de México, S.A. de C.V. (“Fasemex Mexico”) and Agben de Mexico, S.A. de C.V. (“Agben” and, together with Fasemex Mexico, the “MX Sellers”, and the MX Sellers, together with the US Seller, the “Sellers”). Pursuant to the Equity Purchase Agreement, FreightCar North America acquired from Sellers 50% of the outstanding equity interests (the “Seller Interests”) of FCA-Fasemex, LLC, a Delaware limited liability company (the “ US JV”), FCA-Fasemex, S. de R.L. de C.V., an entity organized under the laws of Mexico (“Production JV”), and FCA-Fasemex Enterprise, S. de R.L. de C.V., an entity organized under the laws of Mexico (“ Services JV,” and, collectively, with the Production JV and the US JV, the “ JV Companies”).

 

The JV Companies collectively represented the Company’s joint venture with the Sellers to manufacture railcars in Castaños, which was formed in September 2019. Prior to the execution of the Equity Purchase Agreement, FreightCar North America owned a 50% interest in each of the JV Companies and, as a result of the acquisition of the Seller Interests, the JV Companies are now wholly-owned by FreightCar North America.

 

The consideration for the Seller Interests includes $173 in cash and the issuance of an aggregate of 2,257,234 shares of the Company’s common stock, par value $0.01 per share (the “EPA Shares”), to the Sellers. In addition, the Company and certain of its subsidiaries entered into several ancillary agreements including an investor rights agreement, a restated lease agreement and a royalty agreement. The fair value of the EPA Shares was determined to be $3,237 based on the share price as of the date of the transaction, less a discount for lack of marketability given the shares are unregistered.

 

The Equity Purchase Agreement contains certain customary representations, warranties, indemnities and covenants, including a non-competition covenant from the Sellers and their affiliates until the later of three years after closing and such time that the Sellers cease to beneficially own, in the aggregate, common stock of the Company equal to at least 5% of the issued and outstanding shares of the Company’s common stock.
v3.22.1
Related Parties
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Parties

Note 22 – Related Parties

 

The following persons are owners of Fasemex: Jesus Gil, VP Operations and director of the Company; Alejandro Gil and Salvador Gil, siblings of Jesus Gil. Fasemex provides steel fabrication services to the Company and, at December 31, 2021, was the lessor for the Company’s leased facility in Castaños. The Company paid $89,984 to Fasemex during the year ended December 31, 2021, related to rent payment, security deposit, fabrication services and royalty payments. Distribuciones Industriales JAS S.A. de C.V. (“Distribuciones Industriales”) is owned by Alejandro Gil and Salvador Gil. The Company paid $1,735 to Distribuciones Industriales related to material and safety supplies during the year ended December 31, 2021. Maquinaria y equipo de transporte Jova S.A. de C.V is owned by Jorge Gil, sibling of Jesus Gil. The Company paid $1,163 to Maquinaria y equipo de transporte Jova S.A. de C.V related to trucking services during ,the year ended December 31, 2021. Related party asset on the condensed consolidated balance sheet of $8,680 as of December 31, 2021 includes prepaid inventory of $4,134 and other receivables of $4,546 from Fasemex. Related party accounts payable on the condensed consolidated balance sheet of $8,870 as of December 31, 2021 includes $8,291 payable to Fasemex, $291 payable to Distribuciones Industriales and $288 payable to Maquinaria y equipo de transporte Jova S.A. de C.V. Related party accounts payable on the condensed consolidated balance sheet of $814 as of December 31, 2020 represents the payable to Fasemex.

 

The Company paid $480 to the Warrantholder in relation to the Amendment described in Note 12 Debt Financing and Revolving Credit Facilities during the year ended December 31, 2021. The Company paid $7,533 to the Warrantholder during the year ended December 31, 2021, for term loan interest. Additionally, the Company paid $1,870 in equity fees to the Warrantholder related to the standby letter of credit described in Note 12 Debt Financing and Revolving Credit Facilities during the year ended December 31, 2021.
v3.22.1
Subsequent Events
 12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events

Note 23 – Subsequent Events

 

On February 23, 2022, the Loan Parties and Siena Lending Group LLC ( the "Revolving Loan Lender") entered into a First Amendment to Amended and Restated Loan and Security Agreement (the “First Amendment to Amended and Restated Loan and Security Agreement”), pursuant to which, among other things, the Maximum Revolving Facility Amount was increased to $35,000; provided, however, that after giving effect to each Revolving Loan and each letter of credit made available to the Loan Parties, (A) the outstanding balance of all Revolving Loans and the Letter of Credit Balance (which is defined in the Amended and Restated Loan and Security Agreement as the sum of (a) the aggregate undrawn face amount of all outstanding Letters of Credit and (b) all interest, fees and costs due or, in Lender’s estimation, likely to become due in connection therewith) will not exceed the lesser of (x) the Maximum Revolving Facility Amount and (y) the Borrowing Base (as defined in the First Amendment to Amended and Restated Loan and Security Agreement), and (B) none of the other Loan Limits (as defined in the First Amendment to Amended and Restated Loan and Security Agreement) for Revolving Loans will be exceeded.

 

Revolving Loans outstanding under the First Amendment to Amended and Restated Loan and Security Agreement bear interest, subject to the provisions of the First Amendment to Amended and Restated Loan and Security Agreement, at a rate of 2% per annum in excess of the Base Rate (as defined in the Amended and Restated Loan and Security Agreement). Notwithstanding the foregoing, Revolving Loans made in respect of Excess Availability (as defined in the First Amendment to Amended and Restated Loan and Security Agreement) arising from clause (b) of the definition of “Borrowing Base” bear interest, subject to the provisions of the First Amendment to Amended and Restated Loan and Security Agreement, at a rate of 1.5% per annum in excess of the Base Rate (as defined in the Amended and Restated Loan and Security Agreement).

v3.22.1
Summary of Significant Accounting Policies (Policy)
 12 Months Ended
Dec. 31, 2021
Summary of Significant Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of FreightCar America, Inc. and all of its direct and indirect subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, useful lives of long-lived assets, warranty accruals, workers’ compensation accruals, pension benefit assumptions, stock compensation, evaluation of property, plant and equipment for impairment and the valuation of deferred taxes. Actual results could differ from those estimates.

Reclassifications

Reclassifications

 

Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation.
Cash and Cash Equivalents

Cash and Cash Equivalents

 

On a daily basis, cash in excess of current operating requirements is invested in various highly liquid investments. The Company considers all unrestricted short-term investments with maturities of three months or less when

acquired to be cash equivalents. The amortized cost of cash equivalents approximate fair value because of the short maturity of these instruments.

 

The Company’s cash and cash equivalents are primarily deposited with one U.S. financial institution. Such deposits are in excess of federally insured limits.
Restricted Cash and Restricted Certificates of Deposit

Restricted Cash and Restricted Certificates of Deposit

 

The Company establishes restricted cash balances and restricted certificates of deposit to collateralize certain standby letters of credit with respect to purchase price payment guarantees and performance guarantees. The restrictions expire upon completing the Company’s related obligation.
Financial Instruments

Financial Instruments

 

Management estimates that all financial instruments (including cash equivalents, restricted cash and restricted certificates of deposit, accounts receivable, accounts payable and long-term debt) as of December 31, 2021 and 2020, have fair values that approximate their carrying values.
Fair Value Measurements

Fair Value Measurements

 

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and the placement within the fair value hierarchy levels.

 

The Company classifies the inputs to valuation techniques used to measure fair value as follows:

 

Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities.

 

Level 2 — Inputs other than quoted prices for Level 1 inputs that are either directly or indirectly observable for the asset or liability including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means.

 

Level 3 — Unobservable inputs for the asset or liability, including situations where there is little, if any, market activity for the asset or liability.
Inventories

Inventories

 

Inventories are stated at the lower of cost or market value. Cost is determined on a first-in, first-out basis and includes material, labor and manufacturing overhead. The Company’s inventory consists of work in progress and finished goods for individual customer contracts, used railcars acquired upon trade-in and railcar parts retained for sale to external parties.
Property, Plant and Equipment

Property, Plant and Equipment

 

Property, plant and equipment are stated at acquisition cost less accumulated depreciation. Depreciation is provided using the straight-line method over the original estimated useful lives of the assets or lease term if shorter, which are as follows:

 

 

 

Description of Assets

Life

Buildings and improvements

15-40 years

Leasehold improvements

6-19 years

Machinery and equipment

3-7 years

Software

3-7 years
Long-Lived Assets

Long-Lived Assets

 

The Company tests long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These changes in circumstances may include a significant decrease in the market price of an asset group, a significant adverse change in the manner or extent in which an asset group is used, a current year operating loss combined with history of operating losses, or a current expectation that, more likely than not, a long-lived asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

 

For assets to be held and used, the Company groups a long-lived asset or assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Estimates of future cash flows used to test the recoverability of a long-lived asset group include only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group. Recoverability of the carrying value of the asset group is determined by comparing the carrying value of the asset group to total undiscounted future cash flows of the asset group. If the carrying value of the asset group is not recoverable, an impairment loss is measured based on the excess of the carrying amount of asset group over the estimated fair value of the asset group. An impairment loss for an asset group reduces only the carrying amounts of a long-lived asset or assets of the group being evaluated.
Income Taxes

Income Taxes

 

For federal income tax purposes, the Company files a consolidated federal tax return. The Company also files state tax returns in states where the Company has operations. In conformity with ASC 740, Income Taxes, the Company provides for deferred income taxes on differences between the book and tax bases of its assets and liabilities and for items that are reported for financial statement purposes in periods different from those for income tax reporting purposes. The Company’s deferred tax liability or asset amounts are based upon the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax liability or asset is expected to be settled or realized.

 

Management evaluates net deferred tax assets and provides a valuation allowance when it believes that it is more likely than not that some portion of these assets will not be realized. In making this determination, management evaluates both positive evidence, such as cumulative pre-tax income for previous years, the projection of future taxable income, the reversals of existing taxable temporary differences and tax planning strategies, and negative evidence, such as any recent history of losses and any projected losses. Management also considers the expiration dates of net operating loss carryforwards in the evaluation of net deferred tax assets. Management evaluates the realizability of the Company’s net deferred tax assets and assesses the valuation allowance on a quarterly basis, adjusting the amount of such allowance as necessary.

 

Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the appropriate taxing authority has completed its examination even though the statute of limitations remains open, or the statute of limitation expires. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.

Product Warranties

Product Warranties

 

Warranty terms are based on the negotiated railcar sales contracts. The Company generally warrants that new railcars will be free from defects in material and workmanship under normal use and service identified for a period of up to five years from the time of sale. The Company also provides limited warranties with respect to certain rebuilt railcars. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. We provide for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assess the adequacy of the resulting reserves on a quarterly basis.

State and Local Incentives

State and Local Incentives

 

The Company records state and local incentives when there is reasonable assurance that the incentive will be received. State and local incentives related to assets are recorded as deferred income and recognized on a straight-line basis over the useful life of the related long-lived assets of seven to sixteen years.
Revenue Recognition

Revenue Recognition

 

The following table disaggregates the Company’s revenues by major source:

 

 

 

 

Year Ended

 

 

December 31,

 

 

2021

 

 

2020

 

Railcar sales

$

189,579

 

 

$

94,455

 

Parts sales

 

10,228

 

 

 

9,597

 

Revenues from contracts with customers

 

199,807

 

 

 

104,052

 

Leasing revenues

 

3,243

 

 

 

4,395

 

Total revenues

$

203,050

 

 

$

108,447

 

 

The Company generally recognizes revenue at a point in time as it satisfies a performance obligation by transferring control over a product or service to a customer. Revenue is measured at the transaction price, which is based on the amount of consideration that the Company expects to receive in exchange for transferring the promised goods or services to the customer.

 

Railcar Sales

 

Performance obligations are typically completed and revenue is recognized for the sale of new and rebuilt railcars when the finished railcar is transferred to a specified railroad connection point. In certain sales contracts, revenue is recognized when a certificate of acceptance has been issued by the customer and control has been transferred to the customer. At that time, the customer directs the use of, and obtains substantially all of the remaining benefits from, the asset. When a railcar sales contract contains multiple performance obligations, the Company allocates the transaction price to the performance obligations based on the relative stand-alone selling price of the performance obligation determined at the inception of the contract based on an observable market price, expected cost plus margin or market price of similar items. The Company treats shipping costs that occur after control is transferred as fulfillment costs. Accordingly, gross revenue is recognized, and shipping cost is accrued, when control transfers to the customer. The Company does not provide discounts or rebates in the normal course of business.

 

As a practical expedient, the Company recognizes the incremental costs of obtaining contracts, such as sales commissions, as an expense when incurred since the amortization period of the asset that the Company otherwise would have recognized is generally one year or less.

 

Parts Sales

 

The Company sells forged, cast and fabricated parts for all of the railcars it produces, as well as those manufactured by others. Performance obligations are satisfied and the Company recognizes revenue from most parts sales when the parts are shipped to customers.

 

Leasing Revenue

 

The Company recognizes operating lease revenue on Railcars Available for Lease on a straight-line basis over the contract term. The Company recognizes revenue from the sale of Railcars Available for Lease on a net basis as Gain (Loss) on Sale of Railcars Available for Lease since the sale represents the disposal of a long-term operating asset.

 

Contract Balances and Accounts Receivable

 

Accounts receivable payments for railcar sales are typically due within 5 to 10 business days of invoicing while payments from parts sales are typically due within 30 to 45 business days of invoicing. The Company has not experienced significant historical credit losses.

 

Contract assets represent the Company’s rights to consideration for performance obligations that have been satisfied but for which the terms of the contract do not permit billing at the reporting date. The Company has no contract assets as of December 31, 2021. The Company has approximately $445 in contract assets as of December 31, 2020. The Company may receive cash payments from customers in advance of the Company satisfying performance obligations under its sales contracts resulting in deferred revenue or customer deposits, which are considered contract liabilities. Deferred revenue and customer deposits are classified as either current or long-term in the Consolidated Balance Sheet based on the timing of when the Company expects to recognize the related revenue. Deferred revenue and customer deposits included in customer deposits, other current liabilities and other long-term liabilities in the Company’s Consolidated Balance Sheet as of December 31, 2021 and 2020 were $4,807 and $6,930, respectively.

 

Performance Obligations

 

The Company is electing not to disclose the value of the remaining unsatisfied performance obligation with a duration of one year or less as permitted by the practical expedient in ASU 2014-09, Revenue from Contracts with Customers. The Company had remaining unsatisfied performance obligations as of December 31, 2021 with expected duration of greater than one year of $14,850.
Loss Per Share

Loss Per Share

 

The Company computes loss per share using the two-class method, which is a loss allocation formula that determines loss per share for common stock and participating securities. The Company’s participating securities are its grants of restricted stock which contain non-forfeitable rights to dividends. The Company allocates earnings between both classes however, in periods of undistributed losses, they are only allocated to common shares as the unvested restricted stockholders do not contractually participate in losses of the Company. Basic loss per share attributable to common shareholders is computed by dividing net income loss attributable to common shareholders by the weighted average common shares outstanding. Warrants issued in connection with the Company’s long-term debt were issued at a nominal exercise price and are considered outstanding at the date of issuance. The calculation of diluted earnings per share includes the effect of any dilutive equity incentive instruments. The Company uses the treasury stock method to calculate the effect of outstanding dilutive equity incentive instruments, which requires the Company to compute total proceeds as the sum of (1) the amount the employee must pay upon exercise of the award and (2) the amount of unearned stock-based compensation costs attributed to future services. Equity incentive instruments for which the total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on earnings per share during periods with net income from continuing operations, and accordingly, the Company excludes them from the calculation.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

Accounting Pronouncements Recently Adopted

 

In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General, which modifies the disclosure requirements for defined benefit and other postretirement plans. ASU 2018-14 eliminates certain disclosures related to accumulated other comprehensive income, plan assets, related parties and the effects of interest rate basis point changes on assumed health care costs, and adds disclosures to address significant gains and losses related to changes in benefit obligations. ASU 2018-14 also clarifies disclosure requirements for projected benefit and accumulated benefit obligations. ASU 2018-14 is effective for fiscal years ending after December 15, 2020. Adoption on a retrospective basis for all periods presented is required. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

 

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

 

Recently Issued Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU simplifies the accounting for convertible debt instruments by removing certain accounting separation models as well as the accounting for debt instruments with embedded conversion features that are not required to be accounted for as derivative instruments. The ASU also updates and improves the consistency of earnings per share calculations for convertible instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Adoption of the new standard is not expected to have a material impact on our consolidated financial statements.  
v3.22.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2021
Summary of Significant Accounting Policies [Abstract]  
Useful Life of Property, Plant and Equipment

 

Description of Assets

Life

Buildings and improvements

15-40 years

Leasehold improvements

6-19 years

Machinery and equipment

3-7 years

Software

3-7 years
Schedule of Revenue Recognition

The following table disaggregates the Company’s revenues by major source:

 

 

 

 

Year Ended

 

 

December 31,

 

 

2021

 

 

2020

 

Railcar sales

$

189,579

 

 

$

94,455

 

Parts sales

 

10,228

 

 

 

9,597

 

Revenues from contracts with customers

 

199,807

 

 

 

104,052

 

Leasing revenues

 

3,243

 

 

 

4,395

 

Total revenues

$

203,050

 

 

$

108,447

 
v3.22.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2021
Leased Railcars [Abstract]  
Components of Lease Cost

 

 

 

Year Ended
 December 31, 2021

 

 

 

Year Ended
December 31, 2020

 

Operating lease costs:

 

 

 

 

 

 

 

Fixed

 

$

3,710

 

 

 

$

9,719

 

Short-term

 

 

761

 

 

 

 

843

 

Total lease cost

 

$

4,471

 

 

 

$

10,562

 
Supplemental Balance Sheet Information

 

Supplemental balance sheet information related to leases were as follows:

 

 

 

 

 

 

 

December 31, 2021

 

 

 

December 31, 2020

 

Operating leases:

 

 

 

 

 

 

 

Right of use assets

 

$

16,669

 

 

 

$

18,152

 

 

 

 

 

 

 

 

 

Lease liabilities:

 

 

 

 

 

 

 

Lease liability, current

 

$

1,955

 

 

 

$

11,635

 

Lease liability, long-term

 

 

16,617

 

 

 

 

18,549

 

Total operating lease liabilities

 

$

18,572

 

 

 

$

30,184

 
Supplemental Cash Flow Information

 

Supplemental cash flow information is as follows:

 

 

 

 

 

 

 

Year Ended
December 31, 2021

 

 

 

Year Ended
December 31, 2020

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

4,315

 

 

 

$

14,209

 

Total

 

$

4,315

 

 

 

$

14,209

 

 

 

 

 

 

 

 

 

Right of use assets obtained in exchange for new lease obligations:

 

 

 

 

 

 

 

Operating leases

 

$

-

 

 

 

$

15,939

 

Total

 

$

-

 

 

 

$

15,939

 
Future Minimum Operating Lease Payments

The aggregate future lease payments for operating leases as of December 31, 2021 are as follows:

 

 

 

 

Operating leases

 

2022

 

$

4,050

 

2023

 

 

2,920

 

2024

 

 

2,177

 

2025

 

 

2,221

 

2026

 

 

2,432

 

Thereafter

 

 

33,278

 

Total lease payments

 

 

47,078

 

Less: interest

 

 

(28,506

)

Total

 

$

18,572

 
Operating Lease Information

 

Weighted-average remaining lease term (years)

 

 

 

Operating leases

 

 

17.5

 

Weighted-average discount rate

 

 

 

Operating leases

 

 

12.9

%
v3.22.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2021
Fair Value Measurements [Abstract]  
Fair Value, Assets Measured on Recurring Basis and Non-Recurring Basis

The following table sets forth by level within the ASC 820 Fair Value Measurement fair value hierarchy the Company’s financial assets that were recorded at fair value on a recurring basis and the Company’s non-financial assets that were recorded at fair value on a non-recurring basis.

 

 

Recurring Fair Value Measurements

 

As of December 31, 2021

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liability

 

$

-

 

 

$

32,514

 

 

$

-

 

 

$

32,514

 

 

 

Non-recurring Fair Value Measurements

 

During the Year Ended December 31, 2021

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Railcars available for lease, net

 

$

-

 

 

$

-

 

 

$

6,638

 

 

$

6,638

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recurring Fair Value Measurements

 

As of December 31, 2020

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liability

 

$

-

 

 

$

12,730

 

 

$

-

 

 

$

12,730

 

 

 

 

 

 

 

 

 

Non-recurring Fair Value Measurements

 

During the Year Ended December 31, 2020

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Assets held for sale

 

$

-

 

 

$

-

 

 

$

10,383

 

 

$

10,383

 

Right of use assets

 

$

-

 

 

$

-

 

 

$

28,960

 

 

$

28,960

 

Property, plant and equipment, net

 

$

-

 

 

$

-

 

 

$

11,515

 

 

$

11,515

 

Railcars available for lease, net

 

$

-

 

 

$

-

 

 

$

13,175

 

 

$

13,175

 
v3.22.1
Restricted Cash and Restricted Cash Equivalents (Tables)
 12 Months Ended
Dec. 31, 2021
Restricted Cash and Restricted Cash Equivalents [Abstract]  
Restricted Cash

The Company’s restricted cash balances are as follows:

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Restricted cash from customer deposit

 

$

282

 

 

$

3,204

 

Restricted cash to collateralize standby letters of credit

 

 

1,133

 

 

 

3,396

 

Restricted cash equivalents to collateralize standby letters of credit

 

 

3,542

 

 

 

3,855

 

Total restricted cash and restricted cash equivalents

 

$

4,957

 

 

$

10,455

 
v3.22.1
Inventories (Tables)
 12 Months Ended
Dec. 31, 2021
Inventories [Abstract]  
Schedule of Inventory Current

Inventories, net of reserve for excess and obsolete items, consist of the following:

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Work in process

 

$

50,887

 

 

$

34,355

 

Parts inventory

 

 

5,125

 

 

 

4,476

 

Total inventories, net

 

$

56,012

 

 

$

38,831

 
v3.22.1
Leased Railcars (Tables)
 12 Months Ended
Dec. 31, 2021
Leased Railcars [Abstract]  
Future Minimum Rental Revenues On Leases

Future minimum rental revenues on leases at December 31, 2021 are as follows:

 

 

 

 

 

 

Year ending December 31, 2022

 

$

2,769

 

Year ending December 31, 2023

 

 

1,385

 

Year ending December 31, 2024

 

 

334

 

Year ending December 31, 2025

 

 

100

 

Year ending December 31, 2026

 

 

-

 

Thereafter

 

 

-

 

 

 

$

4,588

 

 

 

 

 
v3.22.1
Restructuring and Impairment Charges (Tables)
 12 Months Ended
Dec. 31, 2021
Restructuring and Impairment Charges [Abstract]  
Components of Restructuring and Impairment Charges

Restructuring and impairment charges are reported as a separate line item on the Company’s consolidated statements of operations for the years ended December 31, 2021 and 2020, and are detailed below:

 

 

 

 

 

 

 

Year Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Impairment and loss on right of use asset

 

$

-

 

 

$

17,540

 

Lease termination gain

 

 

-

 

 

 

(15,200

)

Impairment and loss on disposal of machinery and equipment

 

 

1,591

 

 

 

9,527

 

Employee severance and retention

 

 

(5

)

 

 

3,285

 

Other charges related to facility closure

 

 

4,944

 

 

 

3,173

 

Total restructuring and impairment costs

 

$

6,530

 

 

$

18,325

 
Schedule of Restructuring Reserve Activity

Accrued restructuring and impairment charges primarily related to the Manufacturing segment and are detailed below:

 

 

 

Accrued as of December 31, 2020

 

 

Cash
Charges

 

 

Non-cash charges

 

 

Cash payments

 

 

Accrued as of December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment and loss on disposal of machinery and
   equipment

 

$

-

 

 

$

-

 

 

$

269

 

 

$

-

 

 

$

-

 

Employee severance and retention

 

 

1,596

 

 

 

-

 

 

 

(80

)

 

 

(1,353

)

 

 

163

 

Other charges related to facility closure

 

 

251

 

 

 

6,437

 

 

 

(96

)

 

 

(6,688

)

 

 

-

 

Total restructuring and impairment costs

 

$

1,847

 

 

$

6,437

 

 

$

93

 

 

$

(8,041

)

 

$

163

 

 

 

 

 

Accrued as of December 31, 2019

 

 

Cash
Charges

 

 

Non-cash charges

 

 

Cash payments

 

 

Accrued as of December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment and loss on right of use asset

 

$

-

 

 

$

-

 

 

$

17,540

 

 

$

-

 

 

$

-

 

Impairment and loss on disposal of machinery and equipment

 

 

-

 

 

 

-

 

 

 

9,527

 

 

 

-

 

 

 

-

 

Lease termination gain

 

 

 

 

 

 

 

 

(15,200

)

 

 

 

 

 

 

Employee severance and retention

 

 

647

 

 

 

3,285

 

 

 

-

 

 

 

(2,336

)

 

 

1,596

 

Other charges related to facility closure

 

 

359

 

 

 

3,293

 

 

 

(120

)

 

 

(3,401

)

 

 

251

 

Total restructuring and impairment costs

 

$

1,006

 

 

$

6,578

 

 

$

11,747

 

 

$

(5,737

)

 

$

1,847

 

 

 

 
v3.22.1
Property, Plant and Equipment (Tables)
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment

 

 

 

 

December 31,

 

 

 

 

2021

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

Buildings and improvements

 

 

$

162

 

 

 

$

162

 

Leasehold improvements

 

 

 

3,954

 

 

 

 

3,341

 

Machinery and equipment

 

 

 

33,808

 

 

 

 

33,243

 

Software

 

 

 

8,560

 

 

 

 

8,560

 

Construction in process

 

 

 

401

 

 

 

 

85

 

Total cost

 

 

 

46,885

 

 

 

 

45,391

 

Less: Accumulated depreciation and amortization

 

 

 

(28,649

)

 

 

 

(25,749

)

Total property, plant and equipment, net

 

 

$

18,236

 

 

 

$

19,642

 
v3.22.1
Product Warranties (Tables)
 12 Months Ended
Dec. 31, 2021
Product Warranties [Abstract]  
Changes in Warranty Reserve The changes in the warranty reserve for the years ended December 31, 2021 and 2020, are as follows:

 

 

 

 

December 31,

 

 

 

 

 

2021

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

Balance at the beginning of the year

 

 

$

5,216

 

 

 

$

8,388

 

 

Current year provision

 

 

 

200

 

 

 

 

451

 

 

Reductions for payments, costs of repairs and other

 

 

 

(1,358

)

 

 

 

(1,756

)

 

Adjustments to prior warranties

 

 

 

(1,525

)

 

 

 

(1,867

)

 

Balance at the end of the year

 

 

$

2,533

 

 

 

$

5,216

 

 

 

 

 

 

 

 

 

 

 

 
v3.22.1
State and Local Incentives (Tables)
 12 Months Ended
Dec. 31, 2021
State and Local Incentives [Abstract]  
Changes in Deferred Income from State Incentives

The changes in deferred income from these incentives for the years ended December 31, 2021 and 2020, are as follows:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Balance at the beginning of the year

 

$

4,722

 

 

$

6,941

 

Recognition of state and local incentives as a reduction of cost of sales

 

 

(2,215

)

 

 

(2,219

)

Balance at the end of the year, including current portion

 

$

2,507

 

 

$

4,722

 
v3.22.1
Accumulated Other Comprehensive Loss (Tables)
 12 Months Ended
Dec. 31, 2021
Accumulated Other Comprehensive Loss [Abstract]  
Schedule of Changes in Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive loss consist of the following:

 

 

 

 

Pre-Tax

 

 

Tax

 

 

After-Tax

 

Year ended December 31, 2021

 

 

 

 

 

 

 

 

 

Pension liability activity:

 

 

 

 

 

 

 

 

 

Actuarial gain

 

$

5,620

 

 

$

-

 

 

$

5,620

 

Reclassification adjustment for amortization of net loss (pre-tax other income)

 

 

621

 

 

 

-

 

 

 

621

 

 

 

$

6,241

 

 

$

-

 

 

$

6,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Tax

 

 

Tax

 

 

After-Tax

 

Year ended December 31, 2020

 

 

 

 

 

 

 

 

 

Pension liability activity:

 

 

 

 

 

 

 

 

 

Actuarial loss

 

$

(1,544

)

 

$

-

 

 

$

(1,544

)

Reclassification adjustment for amortization of net loss (pre-tax other income)

 

 

561

 

 

 

-

 

 

 

561

 

 

 

$

(983

)

 

$

-

 

 

$

(983

)

 

 

 

 

 

 

 

 

 

 
Components of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive loss consist of the following:

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Unrecognized pension cost, net of tax of $6,282 and $6,282, respectively

 

$

(5,522

)

 

$

(11,763

)
v3.22.1
Debt Financing and Revolving Credit Facilities (Tables)
 12 Months Ended
Dec. 31, 2021
Debt Financing and Revolving Credit Facilities [Abstract]  
Fair Value of Warrant

The following schedule shows the change in fair value of the Warrant as of December 31, 2021.

 

Warrant liability as of December 31, 2020

 

$

12,730

 

Change in fair value

 

 

14,894

 

Warrants issued

 

 

4,890

 

Warrant liability as of December 31, 2021

 

$

32,514

 
Long-Term Debt

Long-term debt consists of the following as of December 31, 2021.

 

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

M&T Credit Agreement outstanding

 

$

7,917

 

 

$

10,105

 

SBA Payroll Protection Program Loan outstanding

 

 

-

 

 

 

10,000

 

Siena Loan Agreement outstanding

 

 

24,026

 

 

 

6,874

 

Term Loan Credit Agreement outstanding

 

 

57,278

 

 

 

40,000

 

Total debt

 

 

89,221

 

 

 

66,979

 

Less Term Loan Credit Agreement discount

 

 

(7,077

)

 

 

(8,892

)

Less Term Loan Credit Agreement deferred financing costs

 

 

(2,660

)

 

 

(2,814

)

Total debt, net of discount and deferred financing costs

 

 

79,484

 

 

 

55,273

 

Less amounts due within one year

 

 

-

 

 

 

(17,605

)

Long-term debt, net of current portion

 

$

79,484

 

 

$

37,668

 
Estimated Annual Maturities

Estimated annual maturities of long-term debt, including the current portion at December 31, 2021 are as follows based on the most recent debt agreements.

 

 

 

2022

 

$

-

 

2023

 

 

31,943

 

2024

 

 

-

 

2025

 

 

57,278

 

2026

 

 

-

 

Thereafter

 

 

-

 

 

 

 

89,221

 
v3.22.1
Employee Benefit Plans (Tables)
 12 Months Ended
Dec. 31, 2021
Employee Benefit Plans [Abstract]  
Change in Plan Assets and Funded Status

The changes in benefit obligation, change in plan assets and funded status as of December 31, 2021 and 2020, are as follows:

 

 

 

 

Pension Benefits

 

 

 

 

2021

 

 

 

2020

 

Change in benefit obligation

 

 

 

 

 

 

 

 

Benefit obligation – Beginning of year

 

 

$

55,359

 

 

 

$

53,294

 

Interest cost

 

 

 

944

 

 

 

 

1,430

 

Actuarial (gain) loss

 

 

 

(2,098

)

 

 

 

3,870

 

Benefits paid

 

 

 

(3,267

)

 

 

 

(3,235

)

Benefit obligation – End of year

 

 

 

50,938

 

 

 

 

55,359

 

Change in plan assets

 

 

 

 

 

 

 

 

Plan assets – Beginning of year

 

 

 

48,314

 

 

 

 

46,784

 

Return on plan assets

 

 

 

5,856

 

 

 

 

4,765

 

Benefits paid

 

 

 

(3,267

)

 

 

 

(3,235

)

Plan assets at fair value – End of year

 

 

 

50,903

 

 

 

 

48,314

 

Funded status of plans – End of year

 

 

$

(35

)

 

 

$

(7,045

)
Schedule of Amounts Recognized in Balance Sheet

 

 

 

 

 

Pension Benefits

 

 

 

 

2021

 

 

 

2020

 

Amounts recognized in the Consolidated Balance Sheets

 

 

 

 

 

 

 

 

Current liabilities

 

 

$

-

 

 

 

$

-

 

Noncurrent liabilities

 

 

 

(35

)

 

 

 

(7,045

)

Net amount recognized at December 31

 

 

$

(35

)

 

 

$

(7,045

)
Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

Amounts recognized in accumulated other comprehensive loss but not yet recognized in earnings at December 31, 2021 and 2020, are as follows:

 

 

 

 

 

 

 

 

Pension Benefits

 

 

 

 

2021

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

Net actuarial loss

 

 

$

11,803

 

 

 

$

18,045

 

 

 

 

$

11,803

 

 

 

$

18,045

 
Components of Net Periodic Benefit Cost

Components of net periodic benefit cost for the years ended December 31, 2021 and 2020, are as follows:

 

 

 

 

 

 

 

 

 

Pension Benefits

 

 

 

 

2021

 

 

 

2020

 

Components of net periodic benefit cost

 

 

 

 

 

 

 

 

Interest cost

 

$

 

944

 

 

$

 

1,430

 

Expected return on plan assets

 

 

 

(2,335

)

 

 

 

(2,438

)

Amortization of unrecognized net loss (gain)

 

 

 

621

 

 

 

 

562

 

Total net periodic (income) benefit cost

 

$

 

(770

)

 

$

 

(446

)
Schedule of Amounts Recognized in Accumulated Other Comprehensive Loss

The increase (decrease) in accumulated other comprehensive loss (pre-tax) for the years ended December 31, 2021 and 2020, are as follows:

 

 

 

 

 

 

 

 

 

Pension Benefits

 

 

 

 

2021

 

 

 

2020

 

Net actuarial (gain) loss

 

 

$

(5,620

)

 

 

$

1,544

 

Amortization of net actuarial (gain) loss

 

 

 

(621

)

 

 

 

(561

)

Total recognized in accumulated other comprehensive loss

 

 

$

(6,241

)

 

 

$

983

 
Schedule of Expected Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as of December 31, 2021:

 

 

 

 

 

 

 

 

Pension Benefits

 

 

 

 

 

 

2022

 

 

$

3,206

 

2023

 

 

 

3,234

 

2024

 

 

 

3,195

 

2025

 

 

 

3,175

 

2026

 

 

 

3,139

 

2027 through 2031

 

 

 

14,897

 
Schedule of Assumptions Used

The assumptions used to determine end of year benefit obligations are shown in the following table:

 

 

 

 

 

 

 

Pension Benefits

 

 

 

2021

 

 

2020

Discount rates

 

 

2.84%

 

 

2.48%

 

 

The discount rate is determined using a yield curve model that uses yields on high quality corporate bonds (AA rated or better) to produce a single equivalent rate. The yield curve model excludes callable bonds except those with make-whole provisions, private placements and bonds with variable rates.

 

In October 2021, the Society of Actuaries issued base mortality table Pri-2012 which is split by retiree and contingent survivor tables and includes mortality improvement assumptions for U.S. plans, scale (MP-2021with COVID adjustment), which reflects additional data that the Social Security Administration has released since prior assumptions (MP-2020) were developed. The Company has historically utilized the Society of Actuaries’ published mortality data in its plan assumptions. Accordingly, the Company adopted Pri-2012 with MP-2021 for purposes of measuring its pension obligations at December 31, 2021.

 

The 2021 actuarial gain of $2,098 was largely the result of the change in the yield curve. The impact of the mortality improvement scale MP-2021also created a slight actuarial gain for 2021. The 2020 actuarial loss of $3,870 was largely the result of the change in the yield curve. The 2020 actuarial loss related to the change in the yield curve was partially offset by the impact of the mortality improvement scale MP-2020.

 

The assumptions used in the measurement of net periodic cost are shown in the following table:

 

 

 

 

 

 

 

Pension Benefits

 

 

 

2021

 

 

2020

Discount rate for benefit obligations

 

 

2.48%

 

 

3.22%

 

Expected return on plan assets

 

 

5.00%

 

 

5.40%

 

Rate for interest on benefit obligations

 

 

1.77%

 

 

2.78%

 

Discount rate for service cost

 

 

N/A

 

 

N/A

 
Schedule of Allocation of Plan Assets

The Company’s pension plan’s weighted average asset allocations at December 31, 2021 and 2020, and target allocations for 2022, by asset category, are as follows:

 

 

 

 

 

Plan Assets at December 31,

 

 

 

 

 

 

 

 

 

 

Target Allocation

 

 

 

 

2021

 

 

2020

 

 

2022

 

Asset Category

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

2

%

 

 

0

%

 

0% - 5%

 

Equity securities

 

 

 

54

%

 

 

56

%

 

45% - 65%

 

Fixed income securities

 

 

 

33

%

 

 

35

%

 

30% - 50%

 

Real estate

 

 

 

11

%

 

 

9

%

 

4%-6%

 

 

 

 

 

100

%

 

 

100

%

 

 

100

%
Schedule of Changes in Fair Value of Plan Assets The following table presents the fair value of pension plan assets classified under the appropriate level of the ASC 820 fair value hierarchy (see Note 2, Summary of Significant Accounting Policies for a description of the fair value hierarchy) as of December 31, 2021 and 2020:

 

 

   Pension Plan Assets

 

 

As of December 31, 2021

 

 

 

 

Level 1

 

 

 

Level 2

 

 

 

Level 3

 

 

 

Total

 

Mutual funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income funds

 

 

$

16,645

 

 

 

$

-

 

 

 

$

-

 

 

 

$

16,645

 

Large cap funds

 

 

 

16,238

 

 

 

 

-

 

 

 

 

-

 

 

 

 

16,238

 

Small cap funds

 

 

 

4,877

 

 

 

 

-

 

 

 

 

-

 

 

 

 

4,877

 

International funds

 

 

 

6,607

 

 

 

 

-

 

 

 

 

-

 

 

 

 

6,607

 

Real estate funds

 

 

 

5,529

 

 

 

 

-

 

 

 

 

-

 

 

 

 

5,529

 

Cash and equivalents

 

 

 

1,007

 

 

 

 

-

 

 

 

 

-

 

 

 

 

1,007

 

Total

 

 

$

50,903

 

 

 

$

-

 

 

 

$

-

 

 

 

$

50,903

 

 

 Pension Plan Assets

 

 

As of December 31, 2020

 

 

 

 

Level 1

 

 

 

Level 2

 

 

 

Level 3

 

 

 

Total

 

Mutual funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed income funds

 

 

$

16,670

 

 

 

$

-

 

 

 

$

-

 

 

 

$

16,670

 

Large cap funds

 

 

 

16,033

 

 

 

 

-

 

 

 

 

-

 

 

 

 

16,033

 

Small cap funds

 

 

 

4,558

 

 

 

 

-

 

 

 

 

-

 

 

 

 

4,558

 

International funds

 

 

 

6,338

 

 

 

 

-

 

 

 

 

-

 

 

 

 

6,338

 

Real estate funds

 

 

 

4,576

 

 

 

 

-

 

 

 

 

-

 

 

 

 

4,576

 

Cash and equivalents

 

 

 

139

 

 

 

 

-

 

 

 

 

-

 

 

 

 

139

 

Total

 

 

$

48,314

 

 

 

$

-

 

 

 

$

-

 

 

 

$

48,314

 

 
v3.22.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Taxes [Abstract]  
Composition of Income Tax Expense

The provision (benefit) for income taxes for the periods indicated includes current and deferred components as follows:

 

 

 

 

 

 

 

Year Ended December 31

 

 

 

 

2021

 

 

 

2020

 

Current Tax Expense/(Benefit)

 

 

 

 

 

 

 

 

Federal

 

$

 

(10

)

 

$

 

(92

)

Foreign

 

 

 

1,533

 

 

 

 

137

 

State

 

 

 

26

 

 

 

 

17

 

 

 

 

 

1,549

 

 

 

 

62

 

Deferred Tax Expense/(Benefit)

 

 

 

 

 

 

 

 

Federal

 

 

 

-

 

 

 

 

1

 

Foreign

 

 

 

(136

)

 

 

 

136

 

 

 

 

 

(136

)

 

 

 

137

 

Total

 

$

 

1,413

 

 

$

 

199

 
Reconciliation of Income Tax Rate

The (provision) benefit for income taxes for the periods indicated differs from the amounts computed by applying the federal statutory rate as follows:

 

 

 

 

 

 

 

 

 

Year Ended December 31

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

Statutory U.S. federal income tax rate

 

 

21.0

 

%

 

 

 

21.0

 

%

State income taxes, net of federal tax benefit

 

 

0.7

 

%

 

 

 

3.9

 

%

Valuation allowance

 

 

(20.4

)

%

 

 

 

(23.5

)

%

Foreign Rate Differential

 

 

(1.0

)

%

 

 

 

(0.1

)

%

State rate and other changes on deferred taxes

 

 

0.4

 

%

 

 

 

(0.4

)

%

Federal and state tax credits

 

 

0.0

 

%

 

 

 

0.1

 

%

Nondeductible expenses and other

 

 

(4.2

)

%

 

 

 

(1.4

)

%

Effective income tax rate

 

 

(3.5

)

%

 

 

 

(0.4

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Components of Deferred Tax Assets and Liabilities

Components of deferred tax assets (liabilities) consisted of the following:

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Description

Assets

 

 

Liabilities

 

 

Assets

 

 

Liabilities

 

Accrued post-retirement and pension benefits

 

$

149

 

 

$

-

 

 

$

1,663

 

 

$

-

 

Intangible assets

 

 

-

 

 

 

(22

)

 

 

-

 

 

 

(17

)

Accrued expenses

 

 

1,367

 

 

 

-

 

 

 

2,027

 

 

 

-

 

Deferred state and local incentive revenue

 

 

537

 

 

 

-

 

 

 

1,132

 

 

 

-

 

Inventory valuation

 

 

496

 

 

 

-

 

 

 

3,145

 

 

 

-

 

Property, plant and equipment and railcars on operating leases

 

 

103

 

 

 

-

 

 

 

-

 

 

 

(2,018

)

Net operating loss and tax credit carryforwards

 

 

62,536

 

 

 

-

 

 

 

48,738

 

 

 

-

 

Stock-based compensation expense

 

 

1,539

 

 

 

-

 

 

 

1,127

 

 

 

-

 

Other

 

 

99

 

 

 

-

 

 

 

1,135

 

 

 

-

 

Right of use asset

 

 

-

 

 

 

(4,780

)

 

 

-

 

 

 

(5,543

)

Lease liability

 

 

5,175

 

 

 

-

 

 

 

8,086

 

 

 

-

 

 

 

 

72,001

 

 

 

(4,802

)

 

 

67,053

 

 

 

(7,578

)

Valuation Allowance

 

 

(67,204

)

 

 

-

 

 

 

(59,613

)

 

 

-

 

Deferred tax assets (liabilities)

 

$

4,797

 

 

$

(4,802

)

 

$

7,440

 

 

$

(7,578

)

Increase (decrease) in valuation allowance

 

$

7,591

 

 

 

 

 

$

19,821

 

 

 

 
Income Tax Years Subject to Examination A summary of tax years that remain subject to examination is as follows:

 

 

Jurisdiction

 

 

 

 

 

Earliest Year

U.S. Federal

 

 

 

 

 

2018

States:

 

 

 

 

 

 

Pennsylvania

 

 

 

 

 

2001

Texas

 

 

 

 

 

2018

Illinois

 

 

 

 

 

2010

Virginia

 

 

 

 

 

2018

Colorado

 

 

 

 

 

2010

Indiana

 

 

 

 

 

2018

Nebraska

 

 

 

 

 

2016

Alabama

 

 

 

 

 

2016

Foreign:

 

 

 

 

 

 

China

 

 

 

 

 

2018

Mexico

 

 

 

 

 

2020
v3.22.1
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2021
Nonvested Restricted Shares

A summary of the Company’s nonvested restricted shares as of December 31, 2021 and 2020, and changes during the years then ended is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

Grant Date

 

 

 

 

 

Grant Date

 

 

 

 

 

 

Fair Value

 

 

 

 

 

Fair Value

 

 

 

Shares

 

 

(per share)

 

 

Shares

 

 

(per share)

 

Nonvested at the beginning of the year

 

 

849,723

 

 

$

2.86

 

 

 

327,345

 

 

$

8.49

 

Granted

 

 

213,465

 

 

 

4.23

 

 

 

872,494

 

 

 

1.43

 

Vested

 

 

(311,128

)

 

 

2.26

 

 

 

(73,111

)

 

 

8.18

 

Forfeited

 

 

(260,821

)

 

 

3.49

 

 

 

(277,005

)

 

 

3.63

 

Nonvested at the end of the year

 

 

491,239

 

 

$

3.50

 

 

 

849,723

 

 

$

2.86

 

Expected to vest

 

 

491,239

 

 

$

3.50

 

 

 

849,723

 

 

$

2.86

 
Time-Vested Stock Options [Member]  
Valuation Assumptions, Options

Grant date fair values of time-vested stock option awards were estimated using the Black-Scholes option valuation model with the following assumptions:

 

 

 

 

 

 

 

 

 

 

 

Expected

 

Risk Free

 

Grant Date

 

 

 

 

 

 

 

Expected

 

Dividend

 

Interest

 

Fair Value

 

Grant Year

 

Grant Date

 

Expected Life

 

Volatility

 

Yield

 

Rate

 

Per Award

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

1/28/2021

 

6 years

 

64.75%

 

0.00%

 

0.55%

 

$

2.21

 

2021

 

2/15/2021

 

6 years

 

64.89%

 

0.00%

 

0.64%

 

$

2.31

 

2021

 

4/19/2021

 

6 years

 

70.34%

 

0.00%

 

1.00%

 

$

3.48

 

2021

 

5/10/2021

 

6 years

 

71.78%

 

0.00%

 

0.97%

 

$

4.38

 

2021

 

5/24/2021

 

6 years

 

72.58%

 

0.00%

 

0.98%

 

$

3.55

 

2021

 

7/29/2021

 

6 years

 

74.05%

 

0.00%

 

0.84%

 

$

3.41

 

2021

 

8/2/2021

 

6 years

 

74.06%

 

0.00%

 

0.77%

 

$

3.27

 

2021

 

8/30/2021

 

6 years

 

73.90%

 

0.00%

 

0.87%

 

$

3.40

 

2021

 

9/29/2021

 

6 years

 

73.98%

 

0.00%

 

1.12%

 

$

2.93

 

2021

 

10/18/2021

 

6 years

 

73.91%

 

0.00%

 

1.25%

 

$

2.84

 

2021

 

11/1/2021

 

6 years

 

73.88%

 

0.00%

 

1.28%

 

$

2.89

 
Option Activity

A summary of the Company’s time-vested stock options activity and related information at December 31, 2021 and 2020, and changes during the years then ended, is presented below:

 

 

 

 

 

 

December 31,

 

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

 

Weighted-

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

Exercise

 

 

 

 

 

Exercise

 

 

 

Options

 

 

Price

 

 

Options

 

 

Price

 

 

 

Outstanding

 

 

(per share)

 

 

Outstanding

 

 

(per share)

 

Outstanding at the beginning of the year

 

 

211,361

 

 

$

11.68

 

 

 

313,317

 

 

$

12.70

 

Granted

 

 

608,485

 

 

 

4.04

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited or expired

 

 

(85,879

)

 

 

9.02

 

 

 

(101,956

)

 

 

14.81

 

Outstanding at the end of the year

 

 

733,967

 

 

$

5.66

 

 

 

211,361

 

 

$

11.68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at the end of the year

 

 

111,516

 

 

$

13.86

 

 

 

103,458

 

 

$

14.93

 
Shares Outstanding

A summary of the Company’s time vested stock options outstanding as of December 31, 2021 is presented below:

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Weighted-

 

 

 

 

 

 

 

 

 

Remaining

 

 

Average

 

 

 

 

 

 

 

 

 

Contractual

 

 

Exercise

 

 

Aggregate

 

 

 

Options

 

 

Term

 

 

Price

 

 

Intrinsic

 

 

 

Outstanding

 

 

(in years)

 

 

(per share)

 

 

Value

 

Options outstanding

 

 

733,967

 

 

 

8.5

 

 

$

5.66

 

 

$

-

 

Vested or expected to vest

 

 

733,967

 

 

 

8.5

 

 

$

5.66

 

 

$

-

 

Options exercisable

 

 

111,516

 

 

 

5.5

 

 

$

13.86

 

 

$

-

 
Stock Appreciation Rights (SARs) [Member]  
Shares Outstanding

A summary of the Company’s cash settled stock appreciation rights outstanding as of December 31, 2021 is presented below:

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Weighted-

 

 

 

 

 

 

 

 

 

Remaining

 

 

Average

 

 

 

 

 

 

 

 

 

Contractual

 

 

Exercise

 

 

Aggregate

 

 

 

SARS

 

 

Term

 

 

Price

 

 

Intrinsic

 

 

 

Outstanding

 

 

(in years)

 

 

(per share)

 

 

Value

 

SARS outstanding

 

 

2,163,339

 

 

 

8.8

 

 

$

2.20

 

 

$

3,214,378

 

Vested or expected to vest

 

 

2,163,339

 

 

 

8.8

 

 

$

2.20

 

 

$

3,214,378

 

SARS exercisable

 

 

192,387

 

 

 

8.1

 

 

$

1.71

 

 

$

381,366

 
Valuation Assumptions

The fair value of cash settled stock appreciation rights as of December 31, 2021 was estimated using the Black-Scholes option valuation model with the following assumptions:

 

 

 

 

 

 

 

 

 

 

Expected

 

Risk Free

 

 

 

 

 

 

 

 

 

Expected

 

Dividend

 

Interest

 

Fair Value

 

Grant Year

 

Grant Date

 

Expected Life

 

Volatility

 

Yield

 

Rate

 

Per Award

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

1/24/2020

 

4.3 years

 

82.08%

 

0.00%

 

1.14%

 

$

2.79

 

2020

 

9/14/2020

 

5.0 years

 

78.20%

 

0.00%

 

1.25%

 

$

2.70

 

2020

 

11/30/2020

 

5.2 years

 

77.58%

 

0.00%

 

1.27%

 

$

2.58

 

2021

 

1/5/2021

 

5.0 years

 

77.94%

 

0.00%

 

1.26%

 

$

2.61

 
SAR Activity

A summary of the Company’s cash settled stock appreciation rights activity and related information at December 31, 2021 and 2020 and changes during the year is presented below:

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

 

2021

 

 

2020

 

 

 

 

 

 

Weighted-

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

Exercise

 

 

 

 

 

Exercise

 

 

 

SARS

 

 

Price

 

 

SARS

 

 

Price

 

 

 

Outstanding

 

 

(per share)

 

 

Outstanding

 

 

(per share)

 

Outstanding at the beginning of the year

 

 

853,967

 

 

$

1.69

 

 

 

-

 

 

$

-

 

Granted

 

 

1,735,500

 

 

 

2.38

 

 

 

1,164,464

 

 

 

1.68

 

Exercised

 

 

(42,652

)

 

 

1.64

 

 

 

-

 

 

 

-

 

Forfeited or expired

 

 

(383,476

)

 

 

1.92

 

 

 

(310,497

)

 

 

1.64

 

Outstanding at the end of the year

 

 

2,163,339

 

 

$

2.20

 

 

 

853,967

 

 

$

1.69

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at the end of the year

 

 

192,387

 

 

$

1.71

 

 

 

-

 

 

$

-

 
v3.22.1
Earnings Per Share (Tables)
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Weighted Average Common Shares Outstanding

The weighted average common shares outstanding are as follows:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

15,023,853

 

 

 

12,881,403

 

Issuance of warrants

 

 

5,742,545

 

 

 

551,025

 

Weighted average common shares outstanding - basic

 

 

20,766,398

 

 

 

13,432,428

 

Weighted average common shares outstanding - diluted

 

 

20,766,398

 

 

 

13,432,428

 
v3.22.1
Revenue Sources and Concentration of Sales (Tables)
 12 Months Ended
Dec. 31, 2021
Revenue Sources and Concentration of Sales [Abstract]  
Schedule of Revenue Sources and Concentration of Sales

The following table sets forth the Company’s sales resulting from various revenue sources for the periods indicated below:

 

 

Year Ended December 31,

 

 

2021

 

 

2020

 

Railcar sales

$

189,579

 

 

$

94,455

 

Parts sales

 

10,228

 

 

 

9,597

 

Leasing revenues

 

3,243

 

 

 

4,395

 

Total revenues

$

203,050

 

 

$

108,447

 
v3.22.1
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2021
Segment Information [Abstract]  
Schedule of Segment Reporting Information, by Segment

 

 

 

Year Ended

 

 

 

 

December 31,

 

 

 

 

2021

 

 

2020

 

 

Revenues:

 

 

 

 

 

 

 

Manufacturing

 

$

192,807

 

 

$

98,706

 

 

Corporate and Other

 

 

10,243

 

 

 

9,741

 

 

Consolidated revenues

 

$

203,050

 

 

$

108,447

 

 

 

 

 

 

 

 

 

 

Operating loss:

 

 

 

 

 

 

 

Manufacturing (1)

 

$

(757

)

 

$

(59,031

)

 

Corporate and Other

 

 

(22,005

)

 

 

(21,562

)

 

Consolidated operating loss

 

 

(22,762

)

 

 

(80,593

)

 

Consolidated interest expense

 

 

(13,317

)

 

 

(2,225

)

 

Gain (loss) on change in fair market value of warrant liability

 

 

(14,894

)

 

 

(3,657

)

 

Gain on extinguishment of debt

 

 

10,122

 

 

 

-

 

 

Consolidated other income

 

 

817

 

 

 

576

 

 

Consolidated loss before income taxes

 

$

(40,034

)

 

$

(85,899

)

 

 

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

 

 

Manufacturing

 

$

3,648

 

 

$

8,434

 

 

Corporate and Other

 

 

656

 

 

 

768

 

 

Consolidated depreciation and amortization

 

$

4,304

 

 

$

9,202

 

 

 

 

 

 

 

 

 

 

Capital expenditures:

 

 

 

 

 

 

 

Manufacturing

 

$

1,880

 

 

$

8,715

 

 

Corporate and Other

 

 

410

 

 

 

1,134

 

 

Consolidated capital expenditures

 

$

2,290

 

 

$

9,849

 

 

 

 

 

 

 

 

 

 

(1) Results for the year ended December 31, 2021 include restructuring and impairment charges of $6,530. Results for the year ended December 31, 2020 include restructuring and impairment charges of $18,325.
Reconciliation of Assets From Segment to Consolidated

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Assets:

 

 

 

 

 

 

Manufacturing

 

$

154,068

 

 

$

114,669

 

Corporate and Other

 

 

46,417

 

 

 

68,046

 

Total operating assets

 

 

200,485

 

 

 

182,715

 

Consolidated income taxes receivable

 

 

179

 

 

 

27

 

Consolidated assets

 

$

200,664

 

 

$

182,742

 
Geographic Information

 

Geographic Information

 

 

 

Revenues

 

 

Long Lived Assets(a)

 

 

 

Year Ended

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

United States

 

$

202,978

 

 

$

108,447

 

 

$

24,967

 

 

$

48,126

 

Mexico

 

 

72

 

 

 

-

 

 

 

30,098

 

 

 

20,984

 

Total

 

$

203,050

 

 

$

108,447

 

 

$

55,065

 

 

$

69,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Long lived assets include property, plant and equipment, net, railcars available for lease, and ROU assets.

 

 
v3.22.1
Description of the Business (Details)
 12 Months Ended
Dec. 31, 2021
Oct. 16, 2020
Mexico Joint Venture [Member]    
Schedule of Equity Method Investments [Line Items]    
Joint Venture Ownership Percentage 50.00%  
FCA-Fasemex, LLC [Member] | Business Acquisition [Member]    
Schedule of Equity Method Investments [Line Items]    
Percentage of voting interests acquired   50.00%
v3.22.1
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Contract assets $ 0 $ 445,000
Contract liability 4,807,000 $ 6,930,000
Performance obligation 14,850,000  
Fasemex [Member]    
Related Party Transaction, Expenses from Transactions with Related Party $ 89,984,000  
Maximum [Member]    
Warranty period 5 years  
Useful life of assets related to state and local incentives 16 years  
Maximum [Member] | Railcar Sales [Member]    
Contract payment term 10 days  
Maximum [Member] | Parts Sales [Member]    
Contract payment term 45 days  
Minimum [Member]    
Useful life of assets related to state and local incentives 7 years  
Minimum [Member] | Railcar Sales [Member]    
Contract payment term 5 days  
Minimum [Member] | Parts Sales [Member]    
Contract payment term 30 days  
v3.22.1
Summary of Significant Accounting Policies (Useful Life of Property, Plant and Equipment) (Details)
 12 Months Ended
Dec. 31, 2021
Minimum [Member] | Buildings and Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 15 years
Minimum [Member] | Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 6 years
Minimum [Member] | Machinery and Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 3 years
Minimum [Member] | Software [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 3 years
Maximum [Member] | Buildings and Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 40 years
Maximum [Member] | Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 19 years
Maximum [Member] | Machinery and Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 7 years
Maximum [Member] | Software [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 7 years
v3.22.1
Summary of Significant Accounting Policie (Schedule Of Revenue Recognition) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]    
Revenues from contracts with customers $ 199,807 $ 104,052
Leasing revenues 3,243 4,395
Total revenues 203,050 108,447
Railcar Sales [Member]    
Disaggregation of Revenue [Line Items]    
Revenues from contracts with customers 189,579 94,455
Parts Sales [Member]    
Disaggregation of Revenue [Line Items]    
Revenues from contracts with customers $ 10,228 $ 9,597
v3.22.1
Leases (Narrative) (Details)
$ in Thousands
 12 Months Ended
Oct. 08, 2020
Items
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Leases [Line Items]      
Operating lease liabilities   $ 18,572 $ 30,184
Number of renewal options | Items 1    
Extension term 1 month    
Increase in liability   15,939
Assets   $ 16,669 18,152
Gain related to lease termination     $ 15,234
Minimum [Member]      
Leases [Line Items]      
Lease term   1 year 6 months  
Maximum [Member]      
Leases [Line Items]      
Lease term   19 years  
v3.22.1
Leases (Components of Lease Cost) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Lease, Cost [Abstract]    
Fixed $ 3,710 $ 9,719
Short-term 761 843
Total lease cost $ 4,471 $ 10,562
v3.22.1
Leases (Supplemental Balance Sheet Information) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Assets and Liabilities, Lessee [Abstract]    
Right of use asset $ 16,669 $ 18,152
Lease liability, current 1,955 11,635
Lease liability, long-term 16,617 18,549
Total operating lease liabilities $ 18,572 $ 30,184
v3.22.1
Leases (Supplemental Cash Flow Information) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Cash Flow, Operating Activities, Lessee [Abstract]    
Operating cash flows from operating leases $ 4,315 $ 14,209
Operating leases $ 15,939
v3.22.1
Leases (Aggregate Future Operating Lease Payments) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Lessee, Operating Lease, Liability, Payment, Due [Abstract]    
2022 $ 4,050  
2023 2,920  
2024 2,177  
2025 2,221  
2026 2,432  
Thereafter 33,278  
Total lease payments 47,078  
Less: interest (28,506)  
Total $ 18,572 $ 30,184
v3.22.1
Leases (Operating Lease Information) (Details)
Dec. 31, 2021
Leased Railcars [Abstract]  
Weighted-average remaining lease term (years) 17 years 6 months
Weighted-average discount rate 12.90%
v3.22.1
Fair Value Measurements (Narrative) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
May 14, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Non-cash impairment charges   $ 8,978  
Impairment and loss on right of use asset $ 17,540  
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 0.01 $ 0.01 $ 0.01
Fair Value, Nonrecurring [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, plant and equipment, net   $ 11,515  
Fair Value, Inputs, Level 2 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 0.01 $ 0.01  
Fair Value, Inputs, Level 2 [Member] | Fair Value, Nonrecurring [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, plant and equipment, net    
Fair Value, Inputs, Level 3 [Member] | Fair Value, Nonrecurring [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Property, plant and equipment, net   $ 11,515  
v3.22.1
Fair Value Measurements (Fair Value, Assets Measured on Recurring Basis and Non-Recurring Basis) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents $ 32,514 $ 12,730
Fair Value, Nonrecurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets held for sale   10,383
Right of use asset   28,960
Property, plant and equipment, net   11,515
Railcars available for lease, net 6,638 13,175
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents
Fair Value, Inputs, Level 1 [Member] | Fair Value, Nonrecurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets held for sale  
Right of use asset  
Property, plant and equipment, net  
Railcars available for lease, net
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents
Fair Value, Inputs, Level 2 [Member] | Fair Value, Nonrecurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets held for sale  
Right of use asset  
Property, plant and equipment, net  
Railcars available for lease, net
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents
Fair Value, Inputs, Level 3 [Member] | Fair Value, Nonrecurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets held for sale   10,383
Right of use asset   28,960
Property, plant and equipment, net   11,515
Railcars available for lease, net $ 6,638 $ 13,175
v3.22.1
Restricted Cash and Restricted Cash Equivalents (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Restricted Cash and Cash Equivalents Items [Line Items]    
Total restricted cash and restricted cash equivalents $ 4,957 $ 10,455
Customer Deposit [Member]    
Restricted Cash and Cash Equivalents Items [Line Items]    
Total restricted cash and restricted cash equivalents 282 3,204
Restricted Cash To Collateralize Standby Letters Of Credit [Member]    
Restricted Cash and Cash Equivalents Items [Line Items]    
Total restricted cash and restricted cash equivalents 1,133 3,396
Restricted Cash Equivalents To Collateralize Standby Letters Of Credit [Member]    
Restricted Cash and Cash Equivalents Items [Line Items]    
Total restricted cash and restricted cash equivalents $ 3,542 $ 3,855
v3.22.1
Inventories (Schedule of Inventory Current) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Inventories [Abstract]    
Work in process $ 50,887 $ 34,355
Parts inventory 5,125 4,476
Total inventories, net $ 56,012 $ 38,831
v3.22.1
Inventories (Narrative) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Inventories [Abstract]    
Inventory valuation reserves $ 1,621 $ 9,836
v3.22.1
Leased Railcars (Future Minimum Rental Revenues on Leases) (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Leased Railcars [Abstract]  
2022 $ 2,769
2023 1,385
2024 334
2025 100
2026 0
Thereafter 0
Total $ 4,588
v3.22.1
Leased Railcars (Narrative) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Leases [Line Items]    
Railcars Available for Lease, net $ 20,160 $ 20,933
Railcars Available for Lease, cost 23,717 24,054
Railcars Available for Lease, accumulated depreciation $ 3,557 3,121
Lease term 3 years 6 months  
Depreciation Expense on Leased Railcars $ 646 1,015
Non-cash impairment charges   8,978
Impairment Of Leased Railcars 158 18,951
Impairment and loss on right of use asset 17,540
Lessee, Operating Lease, Discount Rate 12.90%  
Asset Impairment Charges   $ 18,951
Measurement Input, Discount Rate [Member]    
Leases [Line Items]    
Lessee, Operating Lease, Discount Rate   5.80%
Small Cube Covered Hopper Railcars [Member]    
Leases [Line Items]    
Impairment and loss on right of use asset   $ 1,999
Manufacturing [Member]    
Leases [Line Items]    
Assets, fair value   13,175
Impairment Of Leased Railcars   $ 16,952
Manufacturing [Member] | Valuation, Cost Approach [Member]    
Leases [Line Items]    
Railcars Available for Lease, net $ 30,127  
Fair Value, Inputs, Level 3 [Member]    
Leases [Line Items]    
Railcars Availble For Lease, Remaining Useful Life   37 years
v3.22.1
Restructuring and Impairment Charges (Components of Restructuring and Impairment Charges) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Restructuring and Impairment Charges [Abstract]    
Impairment and loss on right of use asset $ 17,540
Lease termination gain (15,200)
Impairment and loss on disposal of machinery and equipment 1,591 9,527
Employee severance and retention (5) 3,285
Other charges related to facility closure 4,944 3,173
Total restructuring and impairment charges $ 6,530 $ 18,325
v3.22.1
Restructuring and Impairment Charges (Narrative) (Details)
$ in Thousands
 12 Months Ended
Oct. 08, 2020
USD ($)
Items
Sep. 10, 2020
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
$ / acre ft
Dec. 31, 2019
USD ($)
Restructuring Cost and Reserve [Line Items]          
Restructuring and impairment charges     $ 6,530 $ 18,325  
Impairment and loss on right of use asset     17,540  
Non-cash impairment charges       8,978  
Gain related to lease termination       15,234  
Lessee, Operating Lease, Discount Rate     12.90%    
Gain (Loss) on Termination of Lease       15,234  
Number of renewal options | Items 1        
Extension term 1 month        
Impairment charge       18,951  
Restructuring Reserve     $ 163 1,847 $ 1,006
Restructuring and impairment charges     $ 6,530 $ 18,325  
Employee Severance [Member] | Shoals Facility [Member]          
Restructuring Cost and Reserve [Line Items]          
Restructuring and impairment charges   $ 6,578      
Facility Closing [Member] | Shoals Facility [Member]          
Restructuring Cost and Reserve [Line Items]          
Restructuring and impairment charges   26,576      
Gain related to lease termination $ 15,234        
Fair value of property, plant and equipment 10,148        
Lessee, Operating Sublease, Pricing | $ / acre ft       3.5  
Lessee, Operating Sublease, Remaining Term       75 months  
Lessee, Operating Lease, Discount Rate       6.50%  
Gain (Loss) on Termination of Lease $ 15,234        
Right Of Use Asset [Member] | Facility Closing [Member] | Shoals Facility [Member]          
Restructuring Cost and Reserve [Line Items]          
Non-cash impairment charges   17,540      
Property, Plant And Equipment At Facility[Member] | Facility Closing [Member] | Shoals Facility [Member]          
Restructuring Cost and Reserve [Line Items]          
Non-cash impairment charges   $ 9,036      
v3.22.1
Restructuring and Impairment Charges (Schedule Of Restructuring Reserve Activity) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]    
Accrued $ 1,847 $ 1,006
Cash Charges 6,437 6,578
Non-cash charges 93 11,747
Cash payments (8,041) (5,737)
Accrued 163 1,847
Impairment And Loss On Right Of Use Assets [Member]    
Restructuring Cost and Reserve [Line Items]    
Accrued
Cash Charges  
Non-cash charges   17,540
Cash payments  
Accrued  
Impairment And Loss On Disposal Of Machinery And Equipment [Member]    
Restructuring Cost and Reserve [Line Items]    
Accrued
Cash Charges
Non-cash charges 269 9,527
Cash payments
Accrued
Lease Termination Gain [Member]    
Restructuring Cost and Reserve [Line Items]    
Non-cash charges   (15,200)
Employee Severance And Retention [Member]    
Restructuring Cost and Reserve [Line Items]    
Accrued 1,596 647
Cash Charges 3,285
Non-cash charges (80)
Cash payments (1,353) (2,336)
Accrued 163 1,596
Other Charges Related To Facility Closure [Member]    
Restructuring Cost and Reserve [Line Items]    
Accrued 251 359
Cash Charges 6,437 3,293
Non-cash charges (96) (120)
Cash payments (6,688) (3,401)
Accrued $ 251
v3.22.1
Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Total cost $ 46,885 $ 45,391
Less: Accumulated depreciation and amortization (28,649) (25,749)
Property, Plant and Equipment, Net, Total 18,236 19,642
Buildings and Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 162 162
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 3,954 3,341
Machinery And Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 33,808 33,243
Software [Member]    
Property, Plant and Equipment [Line Items]    
Total cost 8,560 8,560
Construction in Progress [Member]    
Property, Plant and Equipment [Line Items]    
Total cost $ 401 $ 85
v3.22.1
Property, Plant and Equipment (Narrative) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Depreciation $ 3,658 $ 8,187
Asset Impairment Charges   $ 18,951
v3.22.1
Product Warranties (Narrative) (Details)
 12 Months Ended
Dec. 31, 2021
Maximum [Member]  
Warranty period 5 years
v3.22.1
Product Warranties (Changes in Warranty Reserve) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Product Warranties [Abstract]    
Balance at the beginning of the year $ 5,216 $ 8,388
Current year provision 200 451
Reductions for payments, costs of repairs and other (1,358) (1,756)
Adjustments to prior warranties (1,525) (1,867)
Balance at the end of the year $ 2,533 $ 5,216
v3.22.1
State and Local Incentives (Narrative) (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Dec. 31, 2016
Dec. 31, 2021
Dec. 31, 2015
State and Local Incentives [Abstract]      
State incentives received during the year $ 1,410   $ 15,733
Incentive Agreement, Term   6 years  
v3.22.1
State and Local Incentives (Changes in Deferred Income from State Incentives) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
State and Local Incentives [Abstract]    
Balance at the beginning of the year $ 4,722 $ 6,941
Recognition of state and local incentives as a reduction of cost of sales (2,215) (2,219)
Balance at the end of the year, including current portion $ 2,507 $ 4,722
v3.22.1
Debt Financing and Revolving Credit Facilities (Narrative) (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Dec. 30, 2021
USD ($)
$ / shares
Aug. 06, 2021
USD ($)
$ / shares
Jul. 31, 2021
USD ($)
May 14, 2021
USD ($)
$ / shares
Nov. 24, 2020
USD ($)
$ / shares
Oct. 08, 2020
USD ($)
Jul. 30, 2021
USD ($)
Dec. 31, 2021
USD ($)
Item
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
shares
Jul. 14, 2021
USD ($)
Dec. 18, 2020
USD ($)
Oct. 13, 2020
USD ($)
Aug. 07, 2020
USD ($)
Apr. 16, 2020
USD ($)
Line of Credit Facility [Line Items]                            
Gain on extinguishment of debt               $ 10,122 $ 0          
2023               31,943            
2024               $ 0            
Common Stock, Par or Stated Value Per Share | $ / shares       $ 0.01 $ 0.01     $ 0.01 $ 0.01          
Class Of Warrant Or Right, Percentage Of Oustanding Common Shares         23.00%                  
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares               6,098,217 5,307,539          
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares       $ 0.01       $ 0.01 $ 0.01          
Repayment of Additional Loan       $ 0                    
Class of warrant or right percentage of outstanding common shares       5.00%                    
Additional warrant liability       $ 7,351                    
Warrants Terms       10 years                    
Rent Under Forbearance Agreement               $ 715            
Warrants and Rights Outstanding               $ 32,514 $ 12,730          
Warrant Acquisition Agreement [Member]                            
Line of Credit Facility [Line Items]                            
Common Stock, Par or Stated Value Per Share | $ / shares $ 0.01                          
Class Of Warrant Or Right, Percentage Of Oustanding Common Shares 5.00%                          
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares               1,325,699            
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares $ 0.01             $ 0.01            
Term Loan Credit Agreement Three Amendment [Member]                            
Line of Credit Facility [Line Items]                            
Equity Fee   $ 1,000                        
Percentage of common stock   5.00%                        
Rail repayment liquidity condition to covert equity fee to cash   $ 15,000                        
Percentage of common stock   9.99%                        
Cash fee   $ 1,000                        
Common Stock, Par or Stated Value Per Share | $ / shares   $ 0.01                        
Paycheck Protection Program Loan [Member]                            
Line of Credit Facility [Line Items]                            
Aggregate principal amount                   $ 10,000       $ 10,000
Remaining Balance Of Loan               $ 0            
Gain on extinguishment of debt               10,129            
Siena Loan Agreement [Member]                            
Line of Credit Facility [Line Items]                            
Maximum borrowing capacity           $ 20,000   25,000            
Maximum borrowing capacity, description             outstanding balance of all Revolving Loans may not exceed the lesser of (A) the Maximum Revolving Facility Amount minus the Availability Block and (B) an amount equal to the issued and undrawn portion of the Third Amendment Letter of Credit (as defined above) minus the Availability Block. The term “Availability Block”, as defined in the Amended and Restated Loan and Security Agreement, means 3.0% of the issued and undrawn amount under the Third Amendment Letter of Credit.              
Issued and undrawn amount, Percentage             3.00%              
Outstanding borrowings               24,026 6,874          
Line of Credit Facility, Remaining Borrowing Capacity               122 9,701          
Deferred financing costs, gross           $ 1,101   $ 1,037            
Value of eligible accounts           85.00%                
Liquidation value           85.00%                
Cost of eligible inventory           50.00%                
Debt Instrument, Basis Spread on Variable Rate             2.00%              
Interest rate               5.26%            
Term Loan Credit Agreement [Member]                            
Line of Credit Facility [Line Items]                            
deferred financing costs       $ 480 $ 2,872     $ 2,660 $ 2,814          
Aggregate principal amount $ 71,000     56,000 $ 40,000             $ 40,000    
Term               5 years            
Additional loan amount $ 15,000     $ 16,000       $ 16,000            
Additional loan interest rate               14.00%            
Debt Instrument Covenant For Additional Financing     $ 15,000                      
Interest rate               14.00%            
Common Stock, Par or Stated Value Per Share | $ / shares       $ 0.01                    
Class Of Warrant Or Right, Percentage Of Oustanding Common Shares       5.00%                    
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares       $ 0.01                    
Warrants Terms       10 years                    
Delayed Draw Loan [Member]                            
Line of Credit Facility [Line Items]                            
Common Stock, Par or Stated Value Per Share | $ / shares               $ 0.01            
Class Of Warrant Or Right, Percentage Of Oustanding Common Shares               3.00%            
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares               $ 0.01            
Class of warrant or right percentage of outstanding common shares               3.00%            
Warrants Terms               10 years            
Letter Of Credit [Member]                            
Line of Credit Facility [Line Items]                            
Equity Fee               $ 500            
Letter Of Credit [Member] | Term Loan Credit Agreement [Member]                            
Line of Credit Facility [Line Items]                            
Aggregate principal amount             $ 25,000              
M & T Bank [Member] | Revolving Credit Facility [Member]                            
Line of Credit Facility [Line Items]                            
Line of Credit Facility, Collateral               6,638 6,975          
Maximum borrowing capacity               $ 40,000            
Outstanding borrowings               $ 7,917 $ 10,105          
Interest coverage ratio | Item               1.25            
Payment demand                     $ 10,114   $ 5,081  
Payment term               5 days            
Interest rate               4.25%            
v3.22.1
Debt Financing and Revolving Credit Facilities (Fair Value of Warrant) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Debt Financing and Revolving Credit Facilities [Abstract]    
Warrant liability beginning $ 12,730  
Change in fair value 14,894 $ 3,657
Warrants issued 4,890  
Warrant liability Ending $ 32,514 $ 12,730
v3.22.1
Debt Financing and Revolving Credit Facilities (Long-Term Debt) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
May 14, 2021
Dec. 31, 2020
Nov. 24, 2020
Debt Instrument [Line Items]        
Total Debt $ 89,221   $ 66,979  
Total debt, net of discount and deferred financing costs 79,484   55,273  
Less amounts due within one year   (17,605)  
Long-term debt, net of current portion 79,484   37,668  
M&T Credit Agreement [Member]        
Debt Instrument [Line Items]        
Total Debt 7,917   10,105  
Paycheck Protection Program Loan [Member]        
Debt Instrument [Line Items]        
Total Debt   10,000  
Siena Loan Agreement [Member]        
Debt Instrument [Line Items]        
Total Debt 24,026   6,874  
Term Loan Credit Agreement [Member]        
Debt Instrument [Line Items]        
Total Debt 57,278   40,000  
discount (7,077)   (8,892)  
deferred financing costs $ (2,660) $ (480) $ (2,814) $ (2,872)
v3.22.1
Debt Financing and Revolving Credit Facilities (Estimated Annual Maturities) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Debt Financing and Revolving Credit Facilities [Abstract]    
2022 $ 0  
2023 31,943  
2024 0  
2025 57,278  
2026 0  
Thereafter 0  
Total Debt $ 89,221 $ 66,979
v3.22.1
Accumulated Other Comprehensive Loss (Schedule of Changes in Accumulated Other Comprehensive Income (Loss)) (Details) - Pension Benefits [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Pre-Tax $ 6,241 $ (983)
After-Tax 6,241 (983)
Accumulated Defined Benefit Plans Adjustment, Actuarial Gain (Loss) Attributable to Parent [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Pre-Tax 5,620 (1,544)
After-Tax 5,620 (1,544)
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Pre-Tax 621 561
After-Tax $ 621 $ 561
v3.22.1
Accumulated Other Comprehensive Loss (Components of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Accumulated other comprehensive loss, net of tax $ (1,656) $ 30,497 $ 117,154
Pension Benefits [Member] | Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member]      
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Accumulated other comprehensive loss, net of tax (5,522) (11,763)  
Accumulated other comprehensive loss, tax $ 6,282 $ 6,282  
v3.22.1
Employee Benefit Plans (Narrative) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Contributions to pension plan $ 118  
Defined Benefit Plan, Actuarial Gain (Loss) 2,098 $ 3,870
Pension Benefits [Member]    
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Defined Benefit Plan, Actuarial Gain (Loss) 2,098 $ (3,870)
Pension Benefits [Member] | Minimum [Member]    
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Contributions to pension plan $ 0  
v3.22.1
Employee Benefit Plans (Change in Plan Assets and Funded Status) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Actuarial (gain) loss $ (2,098) $ (3,870)
Pension Benefits [Member]    
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Defined Benefit Plan, Benefit Obligation, Beginning Balance 55,359 53,294
Interest cost 944 1,430
Actuarial (gain) loss (2,098) 3,870
Benefits paid (3,267) (3,235)
Defined Benefit Plan, Benefit Obligation, Ending Balance 50,938 55,359
Plan assets - Beginning of year 48,314 46,784
Return on plan assets 5,856 4,765
Benefits paid (3,267) (3,235)
Plan assets at fair value - End of year 50,903 48,314
Funded status of plans - End of year $ (35) $ (7,045)
v3.22.1
Employee Benefit Plans (Amounts Recognized in the Balance Sheets) (Details) - Pension Benefits [Member] - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Current liabilities $ 0 $ 0
Noncurrent liabilities (35) (7,045)
Net amount recognized at December 31 $ (35) $ (7,045)
v3.22.1
Employee Benefit Plans (Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss)) (Details) - Pension Benefits [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Net actuarial loss (gain) $ (5,620) $ 1,544
Amortization of net actuarial loss (gain) (621) (561)
Total recognized in accumulated other comprehensive loss (gain) $ (6,241) $ 983
v3.22.1
Employee Benefit Plans (Schedule of Expected Benefit Payments) (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Employee Benefit Plans [Abstract]  
2022 $ 3,206
2023 3,234
2024 3,195
2025 3,175
2026 3,139
2027 through 2031 $ 14,897
v3.22.1
Employee Benefit Plans (Components of Net Periodic Benefit Cost) (Details) - Pension Benefits [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Interest cost $ 944 $ 1,430
Expected return on plan assets (2,335) (2,438)
Amortization of unrecognized net loss (gain) 621 562
Total net periodic benefit cost $ (770) $ (446)
v3.22.1
Employee Benefit Plans (Schedule of Assumptions Used) (Details)
Dec. 31, 2021
Dec. 31, 2020
Pension Benefits [Member]    
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Discount rates 2.84% 2.48%
v3.22.1
Employee Benefit Plans (Amounts Recognized in Accumulated Other Comprehensive Loss) (Details) - Pension Benefits [Member] - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Net actuarial loss (gain) $ 11,803 $ 18,045
Amount recognized in accumulated other comprehensive loss $ 11,803 $ 18,045
v3.22.1
Employee Benefit Plans (Assumptions Used in the Measurement of Net Periodic Cost) (Details) - Pension Benefits [Member]
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]    
Discount rate for benefit obligations 2.48% 3.22%
Expected return on plan assets 5.00% 5.40%
Rate for interest on benefit obligations 1.77% 2.78%
v3.22.1
Employee Benefit Plans (Schedule of Allocation of Plan Assets) (Details) - Pension Benefits [Member]
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Plan Assets   100.00% 100.00%
Target Allocation 100.00%    
Cash and Cash Equivalents [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Plan Assets   2.00% 0.00%
Equity Securities [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Plan Assets   54.00% 56.00%
Fixed Income Securities [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Plan Assets   33.00% 35.00%
Real Estate [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Plan Assets   11.00% 9.00%
Minimum [Member] | Cash and Cash Equivalents [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Target Allocation 0.00%    
Minimum [Member] | Equity Securities [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Target Allocation 45.00%    
Minimum [Member] | Fixed Income Securities [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Target Allocation 30.00%    
Minimum [Member] | Real Estate [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Target Allocation 4.00%    
Maximum [Member] | Cash and Cash Equivalents [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Target Allocation 5.00%    
Maximum [Member] | Equity Securities [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Target Allocation 65.00%    
Maximum [Member] | Fixed Income Securities [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Target Allocation 50.00%    
Maximum [Member] | Real Estate [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Target Allocation 6.00%    
v3.22.1
Employee Benefit Plans (Schedule of Changes in Fair Value of Plan Assets) (Details) - Pension Benefits [Member] - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets $ 50,903 $ 48,314 $ 46,784
Fixed Income Funds [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 16,645 16,670  
Large cap stock fund [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 16,238 16,033  
Small cap stock fund [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 4,877 4,558  
International fund [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 6,607 6,338  
Real Estate Funds [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 5,529 4,576  
Cash and Cash Equivalents [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 1,007 139  
Fair Value, Inputs, Level 1 [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 50,903 48,314  
Fair Value, Inputs, Level 1 [Member] | Fixed Income Funds [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 16,645 16,670  
Fair Value, Inputs, Level 1 [Member] | Large cap stock fund [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 16,238 16,033  
Fair Value, Inputs, Level 1 [Member] | Small cap stock fund [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 4,877 4,558  
Fair Value, Inputs, Level 1 [Member] | International fund [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 6,607 6,338  
Fair Value, Inputs, Level 1 [Member] | Real Estate Funds [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets 5,529 4,576  
Fair Value, Inputs, Level 1 [Member] | Cash and Cash Equivalents [Member]      
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]      
Pension Plan Assets $ 1,007 $ 139  
v3.22.1
Income Taxes (Composition of Income Tax Expense) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Current taxes    
Federal $ (10) $ (92)
Foreign 1,533 137
State 26 17
Current taxes 1,549 62
Deferred taxes    
Federal 1
Deferred Foreign Income Tax Expense (Benefit) (136) 136
Non-current taxes
Deferred taxes (1,413) 199
Total (benefit) provision $ 1,413 $ 199
v3.22.1
Income Taxes (Reconciliation of Income Tax Rate) (Details)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Income Taxes [Abstract]    
Statutory U.S. federal income tax rate 21.00% 21.00%
State income taxes, net of federal tax benefit 0.70% 3.90%
Valuation allowance (20.40%) (23.50%)
Foreign rate differential (1.00%) (0.10%)
State rate and other changes in deferred taxes 0.40% (0.40%)
Federal and state credits 0.00% 0.10%
Nondeductible expenses and other (4.20%) (1.40%)
Effective income tax rate (3.50%) (0.40%)
v3.22.1
Income Taxes (Components of Deferred Tax Assets and Liabilities) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Income Taxes [Abstract]    
Deferred tax assets, Accrued postretirement and pension benefits $ 149 $ 1,663
Deferred tax liabilities, Intangible assets (22) (17)
Deferred tax assets, Accrued expenses 1,367 2,027
Deferred tax assets, Deferred state and local incentive revenue 537 1,132
Deferred tax assets, Inventory valuation 496 3,145
Deferred tax assets, Property, plant and equipment and railcars on operating leases 103  
Deferred tax liabilities, Property, plant and equipment and railcars on operating leases   (2,018)
Deferred tax assets, Net operating loss and tax credit 62,536 48,738
Deferred tax assets, Stock-based compensation expense 1,539 1,127
Deferred tax assets, Other 99 1,135
Right of use asset (4,780) (5,543)
Lease liability 5,175 8,086
Deferred Tax Assets, Gross, Total 72,001 67,053
Deferred Tax Liabilities, Gross, Total (4,802) (7,578)
Deferred Tax Assets, Valuation Allowance (67,204) (59,613)
Deferred tax assets, net, total 4,797 7,440
Deferred tax liabilities, net, total (4,802) (7,578)
Increase (decrease) in valuation allowance $ 7,591 $ 19,821
v3.22.1
Income Taxes (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Income tax rate 21.00% 21.00%
Unrecognized Tax Benefits that Would Impact Effective Tax Rate $ 0 $ 0
Income tax provision included in expense 0 $ 0
State and Local Jurisdiction [Member]    
Operating Loss Carryforwards 242,795,000  
Foreign Tax Authority [Member]    
Operating Loss Carryforwards 323,000  
U.S. Federal [Member]    
Operating Loss Carryforwards 202,231,000  
Tax Credit Carryforwards 2,016,000  
Interest Carryforwards $ 12,620,000  
v3.22.1
Income Taxes (Income Tax Years Subject to Examination) (Details)
 12 Months Ended
Dec. 31, 2021
U.S. Federal [Member]  
Income Tax Contingency [Line Items]  
Open Tax Year 2018
Pennsylvania [Member]  
Income Tax Contingency [Line Items]  
Open Tax Year 2001
Texas [Member]  
Income Tax Contingency [Line Items]  
Open Tax Year 2018
Illinois [Member]  
Income Tax Contingency [Line Items]  
Open Tax Year 2010
Virginia [Member]  
Income Tax Contingency [Line Items]  
Open Tax Year 2018
Colorado [Member]  
Income Tax Contingency [Line Items]  
Open Tax Year 2010
Indiana [Member]  
Income Tax Contingency [Line Items]  
Open Tax Year 2018
Nebraska [Member]  
Income Tax Contingency [Line Items]  
Open Tax Year 2016
Alabama [Member]  
Income Tax Contingency [Line Items]  
Open Tax Year 2016
China [Member]  
Income Tax Contingency [Line Items]  
Open Tax Year 2018
Mexico [Member]  
Income Tax Contingency [Line Items]  
Open Tax Year 2020
v3.22.1
Stock-Based Compensation (Narrative) (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation $ 2,977,000 $ 1,034,000
Restricted Stock [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Granted (shares) 213,465 872,494
Stock awards, Grants in Period, Weighted Average Grant Date Fair Value $ 4.23 $ 1.43
Unrecognized compensation expense $ 690,000  
Fair value of stock awards $ 1,942,000 $ 138,000
Remaining requisite service period 19 months  
Time-Vested Stock Options [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award contractual term 10 years  
Stock options exercised, shares 0 0
Unearned compensation related to options $ 1,015  
Remaining service period 26 months  
Stock Appreciation Rights (SARs) [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award Vesting Period 3 years  
Award contractual term 10 years  
Granted 1,735,500 1,164,464
Granted (shares) 1,735,500  
Stock appreciation award vesting rights Vesting of the 2021 cash settled stock appreciation rights is contingent upon the achievement of a thirty-day trailing average fair market value of a share of the Company’s common stock of 133.3% ($3.17)  
Exercise price $ 2.38  
Stock awards, Grants in Period, Weighted Average Grant Date Fair Value $ 1.74  
Estimated fair value $ 2,409,000  
Allocated share based compensation expense income $ 2,145,000 $ 398,000
The 2005 Long Term Incentive Plan [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award, Number of Shares Authorized 2,459,616  
Shares available for grant 39,671  
The 2018 Long Term Incentive Plan [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award, Number of Shares Authorized 2,800,000  
Shares available for grant 1,184,809  
Minimum [Member] | Restricted Stock [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award Vesting Period 1 year  
Minimum [Member] | Time-Vested Stock Options [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award Vesting Period 1 year  
Maximum [Member] | Restricted Stock [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award Vesting Period 3 years  
Maximum [Member] | Time-Vested Stock Options [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award Vesting Period 3 years  
Certain Employees [Member] | Stock Appreciation Rights (SARs) [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Granted 1,164,464  
v3.22.1
Stock-Based Compensation (Valuation Assumptions, Options) (Details) - Time-Vested Stock Options [Member]
 12 Months Ended
Dec. 31, 2021
$ / shares
1/28/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date Jan. 28, 2021
Expected Life 6 years
Expected Volatility 64.75%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 0.55%
Fair Value Per Award $ 2.21
2/15/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date Feb. 15, 2021
Expected Life 6 years
Expected Volatility 64.89%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 0.64%
Fair Value Per Award $ 2.31
4/19/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date Apr. 19, 2021
Expected Life 6 years
Expected Volatility 70.34%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 1.00%
Fair Value Per Award $ 3.48
01/5/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date May 10, 2021
Expected Life 6 years
Expected Volatility 71.78%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 0.97%
Fair Value Per Award $ 4.38
5/24/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date May 24, 2021
Expected Life 6 years
Expected Volatility 72.58%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 0.98%
Fair Value Per Award $ 3.55
7/29/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date Jul. 29, 2021
Expected Life 6 years
Expected Volatility 74.05%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 0.84%
Fair Value Per Award $ 3.41
8/02/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date Aug. 02, 2021
Expected Life 6 years
Expected Volatility 74.06%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 0.77%
Fair Value Per Award $ 3.27
08/30/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date Aug. 30, 2021
Expected Life 6 years
Expected Volatility 73.90%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 0.87%
Fair Value Per Award $ 3.40
09/29/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date Sep. 29, 2021
Expected Life 6 years
Expected Volatility 73.98%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 1.12%
Fair Value Per Award $ 2.93
10/18/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date Oct. 18, 2021
Expected Life 6 years
Expected Volatility 73.91%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 1.25%
Fair Value Per Award $ 2.84
11/1/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date Nov. 01, 2021
Expected Life 6 years
Expected Volatility 73.88%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 1.28%
Fair Value Per Award $ 2.89
v3.22.1
Stock-Based Compensation (Option Activity) (Details) - Time-Vested Stock Options [Member] - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Options Outstanding, Outstanding at the beginning of the year (shares) 211,361 313,317
Options Outstanding, Granted (shares) 608,485  
Options Outstanding, Exercised (shares) 0 0
Options Outstanding, Forfeited or expired (shares) (85,879) (101,956)
Options Outstanding, Outstanding at the end of the year (shares) 733,967 211,361
Options Outstanding, Exercisable at the end of the year (shares) 111,516 103,458
Weighted-Average Exercise Price, Outstanding at the beginning of the year (per share) $ 11.68 $ 12.70
Weighted-Average Exercise Price, Granted (per share) 4.04  
Weighted-Average Exercise Price, Forfeited or expired (per share) 9.02 14.81
Weighted-Average Exercise Price, Outstanding at the end of the year (per share) 5.66 11.68
Weighted-Average Exercise Price, Exercisable at the end of the year (per share) $ 13.86 $ 14.93
v3.22.1
Stock-Based Compensation (Shares Outstanding) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Time-Vested Stock Options [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Outstanding (shares) 733,967 211,361 313,317
Vested or expected to vest (shares) 733,967    
exercisable (shares) 111,516 103,458  
Weighted-Average Remaining Contractual Term, Options Outstanding (in years) 8 years 6 months    
Weighted-Average Remaining Contractual Term, Vested or expected to vest (in years) 8 years 6 months    
Weighted-Average Remaining Contractual Term, Options exercisable (in years) 5 years 6 months    
Weighted Average Exercise Price, Options outstanding (per share) $ 5.66 $ 11.68 $ 12.70
Weighted Average Exercise Price, Vested or expected to vest (per share) 5.66    
Weighted-Average Exercise Price, Options exercisable (per share) $ 13.86 $ 14.93  
Stock Appreciation Rights (SARs) [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Outstanding (shares) 2,163,339    
Vested or expected to vest (shares) 2,163,339    
exercisable (shares) 192,387    
Weighted-Average Remaining Contractual Term, Options Outstanding (in years) 8 years 9 months 18 days    
Weighted-Average Remaining Contractual Term, Vested or expected to vest (in years) 8 years 9 months 18 days    
Weighted-Average Remaining Contractual Term, Options exercisable (in years) 8 years 1 month 6 days    
Weighted Average Exercise Price, Options outstanding (per share) $ 2.20    
Weighted Average Exercise Price, Vested or expected to vest (per share) 2.20    
Weighted-Average Exercise Price, Options exercisable (per share) $ 1.71    
Aggregate Intrinsic Value, Options outstanding $ 3,214,378    
Aggregate Intrinsic Value, Vested or expected to vest 3,214,378    
Aggregate Intrinsic Value, Vested or expected to vest, Options exercisable $ 381,366    
v3.22.1
Stock-Based Compensation (Valuation Assumptions) (Details) - Stock Appreciation Rights (SARs) [Member]
 12 Months Ended
Dec. 31, 2021
$ / shares
1/24/2020 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2020
Grant Date Jan. 24, 2020
Expected Life 4 years 3 months 18 days
Expected Volatility 82.08%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 1.14%
Fair Value Per Award $ 2.79
11/30/2020 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2020
Grant Date Nov. 30, 2020
Expected Life 5 years 2 months 12 days
Expected Volatility 77.58%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 1.27%
Fair Value Per Award $ 2.58
9/14/2020 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2020
Grant Date Sep. 14, 2020
Expected Life 5 years
Expected Volatility 78.20%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 1.25%
Fair Value Per Award $ 2.70
01/5/2021 [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant Year 2021
Grant Date Jan. 05, 2021
Expected Life 5 years
Expected Volatility 77.94%
Expected Dividend Yield 0.00%
Risk Free Interest Rate 1.26%
Fair Value Per Award $ 2.61
v3.22.1
Stock-Based Compensation (SAR Activity) (Details) - Stock Appreciation Rights (SARs) [Member] - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Outstanding at the beginning of the year 853,967  
Granted 1,735,500 1,164,464
Exercised (42,652)  
Forfeited or expired (383,476) (310,497)
Outstanding at the end of the year 2,163,339 853,967
Options Outstanding, Exercisable at the end of the year (shares) 192,387  
Weighted-Average Grant Date Fair Value, Nonvested at the beginning of the year (per share) $ 1.69  
Weighted Average Grant Date Fair Value, Granted (per share) 2.38 $ 1.68
Weighted Average Grant Date Fair Value, Exercised (per share) 1.64  
Weighted Average Grant Date Fair Value, Forfeited or expired (per share) 1.92 1.64
Weighted-Average Grant Date Fair Value, Nonvested at the end of the year (per share) 2.20 $ 1.69
Weighted-Average Exercise Price, Exercisable at the end of the year (per share) $ 1.71  
v3.22.1
Stock-Based Compensation (Nonvested Restricted Shares) (Details) - Restricted Stock [Member] - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Oustanding at the beginning of the year (shares) 849,723 327,345
Granted (shares) 213,465 872,494
Vested (shares) (311,128) (73,111)
Forfeited (shares) (260,821) (277,005)
Outstanding at the end of the year (shares) 491,239 849,723
Expected to vest (shares) 491,239 849,723
Weighted-Average Grant Date Fair Value, Nonvested at the beginning of the year (per share) $ 2.86 $ 8.49
Weighted Average Grant Date Fair Value, Granted (per share) 4.23 1.43
Weighted Average Grant Date Fair Value, Vested (per share) 2.26 8.18
Weighted Average Grant Date Fair Value, Forfeited or expired (per share) 3.49 3.63
Weighted-Average Grant Date Fair Value, Nonvested at the end of the year (per share) 3.50 2.86
Weighted Average Grant Date Fair Value, Expected to vest (per share) $ 3.50 $ 2.86
v3.22.1
Risks and Contingencies (Narrative) (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
Customer
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Mar. 31, 2022
USD ($)
Loss Contingencies [Line Items]        
Reserve for probable and estimated liabilities $ 756      
Commercial Dispute [Member]        
Loss Contingencies [Line Items]        
Number of customers involved in litigation | Customer 1      
Amount awarded in litigation     $ 7,500  
Cash paid in litigation settlement $ 2,000 $ 1,000    
Litigation settlement payable       $ 1,000
v3.22.1
Earnings Per Share (Weighted Average Common Shares Outstanding) (Details) - shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Earnings Per Share [Abstract]    
Weighted average common shares outstanding 15,023,853 12,881,403
Issuance of warrants 5,742,545 551,025
Weighted average common shares outstanding (shares) 20,766,398 13,432,428
Weighted average common shares outstanding - diluted 20,766,398 13,432,428
v3.22.1
Earnings Per Share (Narrative) (Details) - shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Earnings Per Share [Abstract]    
Anti-dilutive common shares excluded from computation of earnings per share amount 1,321,396 1,078,409
v3.22.1
Revenue Sources and Concentration of Sales (Narrative) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Revenues $ 203,050 $ 108,447
Accounts Receivable, Net, Current 9,571 9,421
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customers Outside of US [Member]    
Revenues $ 0 $ 1,350
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Largest Customer [Member]    
Concentration Risk, Percentage 46.00% 44.00%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Second Largest Customer [Member]    
Concentration Risk, Percentage 12.00% 21.00%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Third Largest Customer [Member]    
Concentration Risk, Percentage 8.00% 12.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member]    
Accounts Receivable, Net, Current   $ 9,421
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Largest Customer [Member]    
Accounts Receivable, Net, Current $ 9,571  
Concentration Risk, Percentage 62.00% 48.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Second Largest Customer [Member]    
Concentration Risk, Percentage   28.00%
v3.22.1
Revenue Sources and Concentration of Sales (Schedule of Revenue Recognition) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]    
Revenues from contracts with customers $ 199,807 $ 104,052
Leasing revenues 3,243 4,395
Total revenues 203,050 108,447
Railcar Sales [Member]    
Disaggregation of Revenue [Line Items]    
Revenues from contracts with customers 189,579 94,455
Parts Sales [Member]    
Disaggregation of Revenue [Line Items]    
Revenues from contracts with customers $ 10,228 $ 9,597
v3.22.1
Segment Information (Narrative) (Details)
 12 Months Ended
Dec. 31, 2021
Segment
Segment Information [Abstract]  
Number of Operating Segments 2
Number of Reportable Segments 1
v3.22.1
Segment Information (Schedule of Segment Reporting Information, by Segment) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting Information [Line Items]    
Revenues $ 203,050 $ 108,447
Consolidated operating loss (22,762) (80,593)
Loss on change in fair market value of warrant liability 14,894 3,657
Consolidated other income 817 576
Restructuring and impairment charges 6,530 18,325
Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Revenues 203,050 108,447
Consolidated operating loss (22,762) (80,593)
Consolidated interest expense (13,317) (2,225)
Loss on change in fair market value of warrant liability (14,894) (3,657)
Gain on extinguishment of debt 10,122
Consolidated other income 817 576
Loss before income taxes (40,034) (85,899)
Depreciation and amortization 4,304 9,202
Capital expenditures 2,290 9,849
Operating Segments [Member] | Manufacturing [Member]    
Segment Reporting Information [Line Items]    
Revenues 192,807 98,706
Consolidated operating loss (757) (59,031)
Depreciation and amortization 3,648 8,434
Capital expenditures 1,880 8,715
Operating Segments [Member] | Corporate and Other [Member]    
Segment Reporting Information [Line Items]    
Revenues 10,243 9,741
Consolidated operating loss (22,005) (21,562)
Depreciation and amortization 656 768
Capital expenditures $ 410 $ 1,134
v3.22.1
Segment Information (Reconciliation of Assets from Segment to Consolidated) (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting Information [Line Items]    
Total assets $ 200,664 $ 182,742
Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Total operating assets 200,485 182,715
Consolidated income taxes receivable 179 27
Total assets 200,664 182,742
Operating Segments [Member] | Manufacturing [Member]    
Segment Reporting Information [Line Items]    
Total operating assets 154,068 114,669
Operating Segments [Member] | Corporate and Other [Member]    
Segment Reporting Information [Line Items]    
Total operating assets $ 46,417 $ 68,046
v3.22.1
Segment Information (Geographic Information) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting Information [Line Items]    
Revenues $ 203,050 $ 108,447
Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Revenues 203,050 108,447
Long-Lived Assets 55,065 69,110
Operating Segments [Member] | United States [Member]    
Segment Reporting Information [Line Items]    
Revenues 202,978 108,447
Long-Lived Assets 24,967 48,126
Operating Segments [Member] | Mexico [Member]    
Segment Reporting Information [Line Items]    
Revenues 72
Long-Lived Assets $ 30,098 $ 20,984
v3.22.1
Acquisition (Narrative) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Oct. 16, 2020
Sep. 30, 2020
Dec. 31, 2021
Dec. 31, 2020
May 14, 2021
Nov. 24, 2020
Business Acquisition [Line Items]            
Cash paid to acquire JV non-controlling interest     $ 0 $ 172    
Common stock, par value     $ 0.01 $ 0.01 $ 0.01 $ 0.01
FCA-Fasemex, LLC [Member]            
Business Acquisition [Line Items]            
Percentage of voting interests acquired 50.00%          
Cash paid to acquire JV non-controlling interest $ 173          
Shares issued 2,257,234          
Common stock, par value $ 0.01          
Fair value of shares $ 3,237          
Equity purchase agreement term     3 years      
Each JV Company [Member]            
Business Acquisition [Line Items]            
Joint Venture Ownership Percentage   50.00%        
Minimum [Member] | FCA-Fasemex, LLC [Member]            
Business Acquisition [Line Items]            
Percentage of shares     5.00%      
v3.22.1
Related Parties (Additional Information) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Related Party Transaction [Line Items]    
Related party asset $ 8,680
Related party accounts payable 8,870 814
Fasemex [Member]    
Related Party Transaction [Line Items]    
Related Party Transaction, Expenses from Transactions with Related Party 89,984  
Prepaid inventory 4,134  
Other receivables 4,546  
Related party accounts payable 8,291 $ 814
Distribuciones Industrials [Member]    
Related Party Transaction [Line Items]    
Related party costs 1,735  
Related party accounts payable 291  
Maquinaria y equipo de transporte [Member]    
Related Party Transaction [Line Items]    
Related party costs 1,163  
Related party accounts payable 288  
Warrantholder [Member]    
Related Party Transaction [Line Items]    
Related party deferred financing costs 480  
Interest expense related party 7,533  
Warrantholder [Member] | Standby Letters of Credit [Member]    
Related Party Transaction [Line Items]    
Equity fees $ 1,870  
v3.22.1
Subsequent Events (Additional Information) (Details) - Siena Loan Agreement [Member] - USD ($)
$ in Thousands
 1 Months Ended
Feb. 23, 2022
Jul. 30, 2021
Dec. 31, 2021
Oct. 08, 2020
Subsequent Event [Line Items]        
Maximum borrowing capacity     $ 25,000 $ 20,000
Revolving loan, interest rate   2.00%    
Subsequent Event [Member]        
Subsequent Event [Line Items]        
Maximum borrowing capacity $ 35,000      
Revolving loan, interest rate 1.50%