UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly period ended
or
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
If an emerging growth company, indicate by a 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.
As of November 5, 2024, there were
FREIGHTCAR AMERICA, INC.
INDEX TO FORM 10-Q
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Item |
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Page |
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PART I – FINANCIAL INFORMATION |
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1. |
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Condensed Consolidated Balance Sheets (Unaudited) as of |
3 |
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4 |
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5 |
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6 |
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8 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
9 |
2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 |
4. |
24 |
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PART II – OTHER INFORMATION |
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1. |
25 |
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2. |
25 |
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3. |
25 |
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4. |
25 |
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5. |
25 |
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6. |
25 |
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26 |
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
FreightCar America, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except for share data)
(Unaudited)
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September 30, |
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December 31, |
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Assets |
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Current assets |
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Cash, cash equivalents and restricted cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance for credit losses of $ |
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VAT receivable |
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Inventories, net |
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Assets held for sale |
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Related party asset |
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Prepaid expenses |
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Total current assets |
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Property, plant and equipment, net |
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Railcars available for lease, net |
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Right of use asset operating lease |
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Right of use asset finance lease |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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Liabilities, Mezzanine Equity and Stockholders’ Deficit |
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Current liabilities |
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Accounts and contractual payables |
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$ |
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$ |
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Related party accounts payable |
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Accrued payroll and other employee costs |
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Accrued warranty |
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Customer deposits |
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Current portion of long-term debt |
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Other current liabilities |
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Total current liabilities |
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Warrant liability |
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Accrued pension costs |
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Lease liability operating lease, long-term |
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Lease liability finance lease, long-term |
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Other long-term liabilities |
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Total liabilities |
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Mezzanine equity |
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Series C Preferred stock, $ |
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Stockholders’ deficit |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ deficit |
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( |
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( |
) |
Total liabilities, mezzanine equity and stockholders’ deficit |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements (Unaudited).
3
FreightCar America, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except for share and per share data)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling, general and administrative expenses |
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Gain on sale of railcars available for lease |
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( |
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Loss on pension settlement |
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Litigation settlement |
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( |
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Operating income |
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Interest expense |
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( |
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( |
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( |
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( |
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(Loss) gain on change in fair market value of Warrant liability |
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( |
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( |
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( |
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Loss on extinguishment of debt |
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( |
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Other expense |
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( |
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( |
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( |
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( |
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(Loss) income before income taxes |
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( |
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( |
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( |
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Income tax provision |
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Net (loss) income |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
( |
) |
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Net loss per common share – basic |
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$ |
( |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Net loss per common share – diluted |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Weighted average common shares outstanding – basic |
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Weighted average common shares outstanding – diluted |
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See Notes to Condensed Consolidated Financial Statements (Unaudited).
4
FreightCar America, Inc.
Condensed Consolidated Statements of Comprehensive (Loss) Income
(In thousands)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2024 |
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2023 |
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2024 |
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2023 |
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Net (loss) income |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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Other comprehensive (loss) income, net of tax: |
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Loss on pension settlement |
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Unrealized (loss) gain on foreign currency derivatives |
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( |
) |
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( |
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Pension and postretirement liability adjustments |
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Comprehensive (loss) income |
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$ |
( |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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See Notes to Condensed Consolidated Financial Statements (Unaudited).
5
FreightCar America, Inc.
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit
(In thousands, except for share data)
(Unaudited)
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FreightCar America Stockholders |
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Accumulated |
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Mezzanine Equity |
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Additional |
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Other |
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Total |
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Series C Preferred Stock |
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Common Stock |
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Paid-In |
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Comprehensive |
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Retained |
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Stockholders’ |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Income |
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Deficit |
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Deficit |
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Balance, June 30, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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Net income |
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- |
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- |
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- |
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- |
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- |
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- |
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Other comprehensive income |
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- |
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- |
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- |
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- |
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- |
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- |
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Issuance of Series C preferred shares, net of issuance costs |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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Exercise of stock appreciation rights |
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- |
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- |
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- |
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- |
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- |
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Stock-based compensation recognized |
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- |
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- |
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- |
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- |
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- |
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- |
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Balance, September 30, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Balance, June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
Other comprehensive loss |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
) |
Accretion of Series C preferred shares issuance costs |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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Exercise of stock options and appreciation rights |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
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Stock-based compensation recognized |
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- |
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- |
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- |
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- |
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- |
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- |
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Balance, September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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6
FreightCar America, Inc.
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit
(In thousands, except for share data)
(Unaudited)
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FreightCar America Stockholders |
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Accumulated |
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Mezzanine Equity |
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Additional |
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Other |
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Total |
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Series C Preferred Stock |
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Common Stock |
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Paid-In |
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Comprehensive |
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Retained |
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Stockholders’ |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Income |
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Deficit |
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Deficit |
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Balance, December 31, 2022 |
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- |
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$ |
- |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
Other comprehensive income |
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- |
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- |
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- |
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- |
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- |
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- |
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||
Issuance of Series C preferred shares, net of issuance costs |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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Restricted stock awards |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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Employee stock settlement |
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- |
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- |
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( |
) |
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- |
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( |
) |
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- |
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- |
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( |
) |
Exercise of stock appreciation rights |
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- |
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- |
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- |
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- |
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- |
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|||
Stock appreciation rights classification modification |
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- |
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- |
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- |
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- |
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- |
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- |
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Vesting of restricted stock units |
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- |
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- |
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- |
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- |
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- |
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Stock-based compensation recognized |
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- |
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- |
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- |
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- |
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- |
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- |
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Equity Fees |
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- |
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- |
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- |
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- |
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||||
Balance, September 30, 2023 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Accretion of Series C preferred shares issuance costs |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Restricted stock awards |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Employee stock settlement |
|
|
- |
|
|
|
- |
|
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Forfeiture of restricted stock awards |
|
|
- |
|
|
|
- |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Exercise of stock options and appreciation rights |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Stock-based compensation recognized |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Balance, September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
7
FreightCar America, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Cash flows from operating activities |
|
|
|
|||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Non-cash lease expense on right-of-use assets |
|
|
|
|
|
|
||
Loss on change in fair market value for Warrant liability |
|
|
|
|
|
|
||
Loss on pension settlement |
|
|
|
|
|
|
||
Stock-based compensation recognized |
|
|
|
|
|
|
||
Non-cash interest expense |
|
|
|
|
|
|
||
Loss on extinguishment of debt |
|
|
|
|
|
|
||
Other non-cash items, net |
|
|
( |
) |
|
|
( |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
VAT receivable |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
( |
) |
|
Accounts and contractual payables |
|
|
( |
) |
|
|
|
|
Income taxes payable, net |
|
|
( |
) |
|
|
( |
) |
Lease liability |
|
|
( |
) |
|
|
( |
) |
Customer deposits |
|
|
|
|
|
|
||
Other assets and liabilities |
|
|
( |
) |
|
|
|
|
Net cash flows provided by (used in) operating activities |
|
|
|
|
|
( |
) |
|
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchase of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of railcars available for lease, net of selling costs |
|
|
|
|
|
|
||
Net cash flows used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from issuance of preferred shares, net of issuance costs |
|
|
|
|
|
|
||
Deferred financing costs |
|
|
|
|
|
( |
) |
|
Borrowings on revolving line of credit |
|
|
|
|
|
|
||
Repayments on revolving line of credit |
|
|
( |
) |
|
|
( |
) |
Employee stock settlement |
|
|
( |
) |
|
|
( |
) |
Payment for stock appreciation rights exercised |
|
|
|
|
|
( |
) |
|
Financing lease payments |
|
|
( |
) |
|
|
( |
) |
Net cash flows (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash, cash equivalents and restricted cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Supplemental cash flow information |
|
|
|
|
|
|
||
Interest paid |
|
$ |
|
|
$ |
|
||
Income taxes paid |
|
$ |
||||||