UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): February 26, 2020  

FREIGHTCAR AMERICA, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware 000-51237 25-1837219
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

 

125 S. Wacker Drive, Suite 1500, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)

(800) 458-2235
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  [   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share RAIL Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [   ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ] 

 
 

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition.

On February 26, 2020, FreightCar America, Inc. issued a press release announcing its financial results for the fourth quarter of 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Exhibit 99.1 is being furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press release of FreightCar America, Inc., dated February 26, 2020.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  FREIGHTCAR AMERICA, INC.
     
   
Date: February 26, 2020 By:  /s/ Christopher J. Eppel        
    Christopher J. Eppel
    Vice President, Finance, Chief Financial Officer and Treasurer
   

EXHIBIT INDEX

 

Exhibit Number   Description
     
Exhibit 99.1   Press release of FreightCar America, Inc., dated February 26, 2020.



EXHIBIT 99.1

FreightCar America, Inc. Reports Fourth Quarter and Full Year 2019 Results

‘Back to Basics’ transformational strategy has repositioned the business to compete profitably when we enter the next upturn in the cycle

Finished the year with $70 million in cash, cash equivalents, marketable securities, and restricted certificates of deposit

CHICAGO, Feb. 26, 2020 (GLOBE NEWSWIRE) -- FreightCar America, Inc. (NASDAQ: RAIL) today reported results for the fourth quarter ended December 31, 2019.

Business Highlights

“2019 was a year of significant progress for FreightCar as we continued to aggressively transform the business and reposition it to compete profitably in the future,” said Jim Meyer, President and Chief Executive Officer of FreightCar America. “While industry conditions remained challenged, we focused on maintaining our internal momentum by executing against the last few steps of our ‘Back to Basics’ strategy. This included strong performance against our goals to remove over $5,000 per car in material costs over the last two years. It also included significant work to revamp our product portfolio to better align with customer needs. Lastly, we took important steps to optimize our manufacturing footprint through further domestic consolidation and a new partnership to expand into Mexico. The latter will allow us to increase the competitiveness of our portfolio. When complete, our footprint will include the industry’s newest production facilities in both the U.S. and Mexico. As importantly, we completed this hard work while maintaining a solid and supportive balance sheet, despite the significant downcycle in our markets. All of our efforts in 2018 and 2019 have laid the framework for FreightCar to succeed in the next market cycle.”

Fourth Quarter Results

Full Year 2019 Results

Fourth Quarter 2019 Conference Call & Webcast Information

The Company will host a conference call and live webcast on Thursday, February 27, 2020 at 11:00 a.m. (Eastern Standard Time) to discuss the Company’s fourth quarter 2019 financial results. To participate in the conference call, please dial (844) 291-5491, Confirmation Number 3826331.  Interested parties are asked to dial in approximately 10 to 15 minutes prior to the start time of the call. The live audio-only webcast can be accessed at:

Event URL: https://attglobal.webcasts.com/viewer/event.jsp?ei=1285861&tp_key=1fddfc2c7d

If you need technical assistance, call the toll-free AT&T Conference Casting Support Help Line at (888) 793-6118. Please note that the webcast is listen-only and webcast participants will not be able to participate in the question and answer portion of the conference call.  An audio replay of the conference call will be available beginning at 2:00 p.m. (Eastern Standard Time) on February 27, 2020 until 11:59 p.m. (Eastern Daylight Time) on March 27, 2020.  To access the replay, please dial (866) 207-1041 or (402) 970-0847.  The replay pass code is 8502743.  An audio replay of the call will be available on the Company’s website within two days following the earnings call.

About FreightCar America

FreightCar America, Inc. manufactures a wide range of railroad freight cars, supplies railcar parts and leases freight cars through its FreightCar America Leasing Company subsidiaries. FreightCar America designs and builds high-quality railcars, including bulk commodity cars, covered hopper cars, intermodal and non-intermodal flat cars, mill gondola cars, coil steel cars, boxcars and coal cars. It is headquartered in Chicago, Illinois and has facilities in the following locations: Cherokee, Alabama; Grand Island, Nebraska; Johnstown, Pennsylvania; Roanoke, Virginia; and Shanghai, People’s Republic of China. More information about FreightCar America is available on its website at www.freightcaramerica.com.

Forward-Looking Statements

This press release may contain statements relating to our expected financial performance and/or future business prospects, events and plans that are “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our estimates and assumptions only as of the date of this press release. Our actual results may differ materially from the results described in or anticipated by our forward-looking statements due to certain risks and uncertainties. These potential risks and uncertainties include, among other things: risks relating to the Shoals facility, including the facility not meeting internal assumptions or expectations and unforeseen liabilities from Navistar; the cyclical nature of our business; adverse economic and market conditions; fluctuating costs of raw materials, including steel and aluminum, and delays in the delivery of raw materials; our ability to maintain relationships with our suppliers of railcar components; our reliance upon a small number of customers that represent a large percentage of our sales; the variable purchase patterns of our customers and the timing of completion, delivery and customer acceptance of orders; the highly competitive nature of our industry; the risk of lack of acceptance of our new railcar offerings by our customers; and other competitive factors. We expressly disclaim any duty to provide updates to any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise.

FreightCar America, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

  December 31,
 2019 		  December 31,
2018
       
Assets (in thousands)
Current assets      
Cash, cash equivalents and restricted cash equivalents $ 66,257     $ 45,070  
Restricted certificates of deposit   3,769       4,952  
Marketable securities   -       18,019  
Accounts receivable, net   6,991       18,218  
Inventories, net   25,092       64,562  
Other current assets   7,570       5,012  
Total current assets   109,679       155,833  
       
Property, plant and equipment, net   38,564       45,317  
Railcars available for lease, net   38,900       64,755  
Right of use asset   56,507       -  
Goodwill   -       21,521  
Other long-term assets   1,552       2,311  
       
Total assets $ 245,202     $ 289,737  
       
Liabilities and Stockholders’ Equity      
Current liabilities      
Accounts and contractual payables $ 11,713     $ 34,749  
Accrued payroll and other employee costs   1,389       1,639  
Reserve for workers' compensation   3,210       3,344  
Accrued warranty   8,388       9,309  
Customer deposits   5,123       3,000  
Deferred income state and local incentives, current   2,219       2,219  
Deferred rent, current   -       6,466  
Lease liability, current   14,960       -  
Other current liabilities   2,428       1,324  
Total current liabilities   49,430       62,050  
Long-term debt   10,200       -  
Accrued pension costs   6,510       5,841  
Accrued postretirement benefits, less current portion   420       4,975  
Deferred income state and local incentives, long-term   4,722       6,941  
Deferred rent, long-term   -       15,519  
Lease liability, long-term   53,766       -  
Other long-term liabilities   3,000       801  
       
Total liabilities   128,048       96,127  
Stockholders’ equity      
Preferred stock   -       -  
Common stock   127       127  
Additional paid in capital   83,027       90,593  
Treasury stock, at cost   (989 )     (9,721 )
Accumulated other comprehensive loss   (10,780 )     (8,188 )
Retained earnings   45,824       120,799  
       
Total FreightCar America stockholders' equity   117,209       193,610  
Noncontrolling interest in JV   (55 )     -  
Total stockholders' equity   117,154       193,610  
Total liabilities and stockholders’ equity $ 245,202     $ 289,737  
               

FreightCar America, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

    Three Months Ended
  Twelve Months Ended
    December 31,
  December 31,
                 
    2019
  2018
  2019   2018
                 
                 
    (In thousands, except for share and per share data)
                                 
Revenues   $ 44,938     $ 87,835     $ 229,958     $ 316,519  
Cost of sales     53,003       91,867       244,258       320,146  
Gross loss     (8,065 )     (4,032 )     (14,300 )     (3,627 )
Selling, general and administrative expenses     7,511       7,222       38,302       29,051  
Loss on sale of railcars available for lease     2,028       -       7,266       -  
Gain on sale of facility     -       -       -       (573 )
Gain on termination of postretirement benefit plan     (6,637 )     -       (6,637 )     -  
Restructuring and impairment charges     (1,980 )     -       22,371       -  
Operating loss     (8,987 )     (11,254 )     (75,602 )     (32,105 )
Interest expense and deferred financing costs     (235 )     (70 )     (609 )     (155 )
Other income     93       427       858       1,848  
Loss before income taxes     (9,129 )     (10,897 )     (75,353 )     (30,412 )
Income tax (benefit) provision     461       14,772       (115 )     10,169  
Net loss     (9,590 )     (25,669 )     (75,238 )     (40,581 )
Less Net loss attributable to noncontrolling interest in JV     (55 )     -       (55 )     -  
                                 
Net loss attributable to FreightCar America   $ (9,535 )   $ (25,669 )   $ (75,183 )   $ (40,581 )
                                 
Net loss per common share attributable to FreightCar America- basic   $ (0.75 )   $ (2.06 )   $ (5.95 )   $ (3.26 )
                 
Net loss per common share attributable to FreightCar America- diluted   $ (0.75 )   $ (2.06 )   $ (5.95 )   $ (3.26 )
                 
Weighted average common shares outstanding - basic     12,359,478       12,325,876       12,352,142       12,318,861  
                 
Weighted average common shares outstanding - diluted     12,359,478       12,325,876       12,352,142       12,318,861  
                 
Dividends declared per common share   $ -     $ -     $ -     $ -  
                                 

FreightCar America, Inc.
Segment Data
(Unaudited)

    Three Months Ended
  Twelve Months Ended
    December 31, 
  December 31,
    2019
  2018
  2019   2018
    (In thousands)
  (In thousands)
Revenues:                                
Manufacturing   $ 42,784     $ 84,208     $ 219,064     $ 302,154  
Corporate and Other     2,154       3,627       10,894       14,365  
Consolidated Revenues   $ 44,938     $ 87,835     $ 229,958     $ 316,519  
                                 
Operating (Loss) Income:                                
Manufacturing   $ (10,057 )   $ (6,541 )   $ (53,501 )   $ (14,556 )
Corporate and Other     1,070       (4,713 )     (22,101 )     (17,549 )
Consolidated Operating (Loss) Income   $ (8,987 )   $ (11,254 )   $ (75,602 )   $ (32,105 )
                                 

FreightCar America, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

  Twelve Months Ended
 December 31,
  2019
  2018
  (in thousands)
Cash flows from operating activities              
Net loss $ (75,238 )   $ (40,581 )
Adjustments to reconcile net loss to net cash flows used in operating activities:              
Restructuring and impairment charges   22,367       -  
Net proceeds from Shoals transaction   -       2,655  
Depreciation and amortization   12,438       12,017  
Amortization expense - right-of-use leased assets   10,485       -  
Recognition of deferred income from state and local incentives   (2,219 )     (2,220 )
Loss on sale of railcars available for lease   7,197       -  
Gain on termination of postretirement benefit plan   (6,637 )     -  
Deferred income taxes   176       9,969  
Stock-based compensation recognized   1,225       3,198  
Other non-cash items, net   (975 )     (304 )
Changes in operating assets and liabilities, net of acquisitions:              
Accounts receivable   11,227       (10,637 )
Inventories   40,649       (16,311 )
Other assets   (2,127 )     1,728  
Accounts and contractual payables   (23,957 )     10,693  
Accrued payroll and employee benefits   (1,368 )     (165 )
Income taxes receivable/payable   155       657  
Accrued warranty   (921 )     1,247  
Lease liability   (17,602 )     -  
Other liabilities   6,201       (2,461 )
Accrued pension costs and accrued postretirement benefits   (55 )     (1,129 )
Net cash flows used in operating activities   (18,979 )     (31,644 )
           
Cash flows from investing activities          
Purchase of restricted certificates of deposit   (4,981 )     (8,312 )
Maturity of restricted certificates of deposit   6,164       9,080  
Purchase of securities held to maturity   (1,986 )     (111,356 )
Proceeds from maturity of securities   20,025       136,716  
Cost of railcars available for lease   -       (37,347 )
Purchase of property, plant and equipment   (5,573 )     (2,185 )
Proceeds from sale of property, plant and equipment and railcars available for lease   17,305       2,458  
Net cash flows provided by (used in) investing activities   30,954       (10,946 )
           
Cash flows from financing activities          
Proceeds from line of credit borrowings   10,200       -  
Employee stock settlement   (59 )     (118 )
Deferred financing costs   (929 )     (10 )
Net cash flows provided by (used in) financing activities   9,212       (128 )
           
Net increase (decrease) in cash and cash equivalents   21,187       (42,718 )
Cash, cash equivalents and restricted cash equivalents at beginning of year   45,070       87,788  
Cash, cash equivalents and restricted cash equivalents at end of year $ 66,257     $ 45,070  


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