FreightCar America, Inc. [RAIL] Filings

10-Q 1 rail-20240630.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended June 30, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-51237

FREIGHTCAR AMERICA, INC.

(Exact name of registrant as specified in its charter)



Delaware		25-1837219
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

125 South Wacker Drive, Suite 1500 Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

(800) 458-2235

(Registrant’s telephone number, including area code)

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	The Nasdaq Global Market

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.

Yes  No 

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).

Yes  No 

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.



Large accelerated filer		Accelerated filer	
Non-accelerated filer		Smaller reporting company	
		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 August 6, 2024, there were 18,873,850 shares of the registrant’s common stock outstanding.

FREIGHTCAR AMERICA, INC.

INDEX TO FORM 10-Q



Item Number		Page Number
	PART I – FINANCIAL INFORMATION
1.	Financial Statements:
	Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2024 and 2023	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Six Months Ended June 30, 2024 and 2023	5
	Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit (Unaudited) for the Three and Six Months Ended June 30, 2024 and 2023	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2024 and 2023	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
4.	Controls and Procedures	24
	PART II – OTHER INFORMATION
1.	Legal Proceedings	25
2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
3.	Defaults Upon Senior Securities	25
4.	Mine Safety Disclosures	25
5.	Other Information	25
6.	Exhibits	25
	Signatures	26

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

FreightCar America, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except for share data)

(Unaudited)


	June 30, 2024			December 31, 2023
Assets
Current assets
Cash, cash equivalents and restricted cash equivalents	$	39,370		$	40,560
Accounts receivable, net of allowance for doubtful accounts of $88 and $18 respectively		12,815			6,408
VAT receivable		2,895			2,926
Inventories, net		64,479			125,022
Assets held for sale		629			—
Related party asset		1,010			638
Prepaid expenses		5,915			4,867
Total current assets		127,113			180,421
Property, plant and equipment, net		30,489			31,258
Railcars available for lease, net		—			2,842
Right of use asset operating lease		2,620			2,826
Right of use asset finance lease		44,507			40,277
Other long-term assets		2,492			1,835
Total assets	$	207,221		$	259,459
Liabilities, Mezzanine Equity and Stockholders’ Deficit
Current liabilities
Accounts and contractual payables	$	45,102		$	84,417
Related party accounts payable		1,083			2,478
Accrued payroll and other employee costs		5,255			5,738
Accrued warranty		1,361			1,602
Customer deposits		8,709			—
Current portion of long-term debt		—			29,415
Other current liabilities		6,616			13,711
Total current liabilities		68,126			137,361
Warrant liability		52,342			36,801
Accrued pension costs		1,165			1,046
Lease liability operating lease, long-term		2,909			3,164
Lease liability finance lease, long-term		45,747			41,273
Other long-term liabilities		2,016			2,562
Total liabilities		172,305			222,207
Commitments and contingencies
Mezzanine equity
Series C Preferred stock, $0.01 par value, 85,412 shares authorized, 85,412 shares issued and outstanding at each of June 30, 2024 and December 31, 2023, respectively. Liquidation value $103,712 and $95,048 at June 30, 2024 and December 31, 2023, respectively.		83,745			83,458
Stockholders’ deficit
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 June 30, 2024 and December 31, 2023)		—			—
Common stock, $0.01 par value, 50,000,000 shares authorized, 18,873,850 and 17,903,437 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		220			210
Additional paid-in capital		96,312			94,067
Accumulated other comprehensive income		1,168			2,365
Accumulated deficit		(146,529	)		(142,848	)
Total stockholders’ deficit		(48,829	)		(46,206	)
Total liabilities, mezzanine equity and stockholders’ deficit	$	207,221		$	259,459

See Notes to Condensed Consolidated Financial Statements (Unaudited).

FreightCar America, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except for share and per share data)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023

Revenues	$	147,416		$	88,596		$	308,474		$	169,595
Cost of sales		128,986			75,641			278,641			149,155
Gross profit		18,430			12,955			29,833			20,440
Selling, general and administrative expenses		8,510			5,851			16,003			12,239
Gain on sale of railcars available for lease		—			(622	)		—			(622	)
Litigation settlement		(3,214	)		—			(3,214	)		—
Operating income		13,134			7,726			17,044			8,823
Interest expense		(1,847	)		(4,351	)		(4,238	)		(10,951	)
Gain (loss) on change in fair market value of Warrant liability		112			(6,755	)		(15,541	)		(6,142	)
Loss on extinguishment of debt		—			(14,880	)		—			(14,880	)
Other expense		(725	)		(69	)		(739	)		(105	)
Income (loss) before income taxes		10,674			(18,329	)		(3,474	)		(23,255	)
Income tax provision (benefit)		2,497			560			(80	)		671
Net income (loss)	$	8,177		$	(18,889	)	$	(3,394	)	$	(23,926	)
Net income (loss) per common share – basic	$	0.12		$	(0.73	)	$	(0.41	)	$	(0.93	)
Net income (loss) per common share – diluted	$	0.11		$	(0.73	)	$	(0.41	)	$	(0.93	)
Weighted average common shares outstanding – basic		30,641,193			28,113,825			30,235,876			27,552,297
Weighted average common shares outstanding – diluted		32,277,506			28,113,825			30,235,876			27,552,297

See Notes to Condensed Consolidated Financial Statements (Unaudited).

FreightCar America, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023

Net income (loss)	$	8,177		$	(18,889	)	$	(3,394	)	$	(23,926	)
Other comprehensive income (loss), net of tax:
Unrealized loss on foreign currency derivatives		(1,474	)		—			(1,267	)		—
Pension and postretirement liability adjustments		35			36			70			77
Comprehensive income (loss)	$	6,738		$	(18,853	)	$	(4,591	)	$	(23,849	)

See Notes to Condensed Consolidated Financial Statements (Unaudited).

FreightCar America, Inc.

Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit

(In thousands, except for share data)

(Unaudited)



	FreightCar America Stockholders
												Accumulated
	Mezzanine Equity								Additional			Other						Total
	Series C Preferred Stock				Common Stock				Paid-In			Comprehensive			Retained			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Income (Loss)			Deficit			Deficit
Balance, March 31, 2023		-	$	-		17,702,459	$	208	$	90,165		$	1,063		$	(123,950	)	$	(32,514	)
Net loss		-		-		-		-		-			-			(18,889	)		(18,889	)
Other comprehensive income		-		-		-		-		-			36			-			36
Issuance of Series C preferred shares, net of issuance costs		85,412		83,253		-		-		-			-			(57	)		(57	)
Restricted stock awards		-		-		143,910		1		(1	)		-			-			-
Exercise of stock appreciation rights		-		-		738		-		-			-			-			-
Stock appreciation rights classification modification		-		-		-		-		1,738			-			-			1,738
Stock-based compensation recognized		-		-		-		-		582			-			-			582
Equity Fees		-		-		52,084		1		149			-			-			150
Balance, June 30, 2023		85,412	$	83,253		17,899,191	$	210	$	92,633		$	1,099		$	(142,896	)	$	(48,954	)



Balance, March 31, 2024		85,412	$	83,602		18,345,488	$	214	$	94,783		$	2,607		$	(154,563	)	$	(56,959	)
Net income		-		-		-		-		-			-			8,177			8,177
Other comprehensive loss		-		-		-		-		-			(1,439	)		-			(1,439	)
Accretion of Series C preferred shares issuance costs		-		143		-		-		-			-			(143	)		(143	)
Restricted stock awards		-		-		211,340		3		(3	)		-			-			-
Exercise of stock options and appreciation rights		-		-		317,022		3		766			-			-			769
Stock-based compensation recognized		-		-		-		-		766			-			-			766
Balance, June 30, 2024		85,412	$	83,745		18,873,850	$	220	$	96,312		$	1,168		$	(146,529	)	$	(48,829	)

FreightCar America, Inc.

Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit

(In thousands, except for share data)

(Unaudited)



	FreightCar America Stockholders
														Accumulated
	Mezzanine Equity										Additional			Other						Total
	Series C Preferred Stock				Common Stock						Paid-In			Comprehensive			Retained			Stockholders’
	Shares		Amount		Shares			Amount			Capital			Income (Loss)			Deficit			Deficit
Balance, December 31, 2022		-	$	-		17,223,306		$	203		$	89,104		$	1,022		$	(118,913	)	$	(28,584	)
Net loss		-		-		-			-			-			-			(23,926	)		(23,926	)
Other comprehensive income		-		-		-			-			-			77			-			77
Issuance of Series C preferred shares, net of issuance costs		85,412		83,253		-			-			-			-			(57	)		(57	)
Restricted stock awards		-		-		453,258			4			(4	)		-			-			-
Employee stock settlement		-		-		(31,888	)		-			(106	)		-			-			(106	)
Exercise of stock appreciation rights		-		-		738			-			-			-			-			-
Stock appreciation rights classification modification		-		-		-			-			1,738			-			-			1,738
Vesting of restricted stock units		-		-		42,815			-			145			-			-			145
Stock-based compensation recognized		-		-		-			-			1,074			-			-			1,074
Equity Fees		-		-		210,962			3			682			-			-			685
Balance, June 30, 2023		85,412	$	83,253		17,899,191		$	210		$	92,633		$	1,099		$	(142,896	)	$	(48,954	)

Balance, December 31, 2023		85,412	$	83,458		17,903,437		$	210		$	94,067		$	2,365		$	(142,848	)	$	(46,206	)
Net loss		-		-		-			-			-			-			(3,394	)		(3,394	)
Other comprehensive loss		-		-		-			-			-			(1,197	)		-			(1,197	)
Accretion of Series C preferred shares issuance costs		-		287		-			-			-			-			(287	)		(287	)
Restricted stock awards		-		-		774,796			8			(8	)		-			-			-
Employee stock settlement		-		-		(14,615	)		-			(40	)		-			-			(40	)
Forfeiture of restricted stock awards		-		-		(106,790	)		(1	)		1			-			-			-
Exercise of stock options and appreciation rights		-		-		317,022			3			766			-			-			769
Stock-based compensation recognized		-		-		-			-			1,526			-			-			1,526
Balance, June 30, 2024		85,412	$	83,745		18,873,850		$	220		$	96,312		$	1,168		$	(146,529	)	$	(48,829	)

See Notes to Condensed Consolidated Financial Statements (Unaudited).

FreightCar America, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(3,394	)	$	(23,926	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and amortization		2,810			2,105
Non-cash lease expense on right-of-use assets		1,436			1,307
Loss on change in fair market value for Warrant liability		15,541			6,142
Stock-based compensation recognized		1,526			(191	)
Non-cash interest expense		2,315			7,593
Loss on extinguishment of debt		—			14,880
Other non-cash items, net		(480	)		(472	)
Changes in operating assets and liabilities:
Accounts receivable		(6,407	)		(11,922	)
Inventories		63,723			(25,110	)
Accounts and contractual payables		(40,066	)		(6,050	)
Income taxes payable, net		(4,949	)		(1,456	)
Lease liability		(1,790	)		(1,991	)
Customer deposits		8,709			19,644
Other assets and liabilities		(7,099	)		(6,129	)
Net cash flows provided by (used in) operating activities		31,875			(25,576	)
Cash flows from investing activities
Purchase of property, plant and equipment		(2,269	)		(4,954	)
Proceeds from sale of railcars available for lease, net of selling costs		—			8,356
Net cash flows (used in) provided by investing activities		(2,269	)		3,402
Cash flows from financing activities
Proceeds from issuance of preferred shares, net of issuance costs		—			13,339
Borrowings on revolving line of credit		26,595			89,223
Repayments on revolving line of credit		(56,010	)		(105,882	)
Employee stock settlement		(40	)		(106	)
Payment for stock appreciation rights exercised		—			(6	)
Financing lease payments		(1,341	)		(307	)
Net cash flows used in financing activities		(30,796	)		(3,739	)
Net decrease in cash and cash equivalents		(1,190	)		(25,913	)
Cash, cash equivalents and restricted cash equivalents at beginning of period		40,560			37,912
Cash, cash equivalents and restricted cash equivalents at end of period	$	39,370		$	11,999
Supplemental cash flow information
Interest paid	$	1,930

FreightCar America, Inc. [RAIL] Filings
10-Q	[2024-08-12]
10-Q	[2024-05-08]
10-K	[2024-03-18]
10-Q	[2023-11-06]
10-Q	[2023-08-07]
10-Q	[2023-05-09]
10-K	[2023-03-27]
10-Q	[2022-11-07]
10-Q	[2022-08-08]
10-Q	[2022-05-10]
10-K	[2022-03-22]
10-Q	[2021-11-15]
10-Q	[2021-08-16]
10-Q	[2021-05-17]
10-K	[2021-03-24]
10-Q	[2020-11-09]
10-Q	[2020-08-10]
10-Q	[2020-05-12]
10-K	[2020-03-04]
10-Q	[2019-10-31]
10-Q	[2019-08-01]
10-Q	[2019-05-02]
10-K	[2019-03-04]
10-Q	[2018-11-01]
10-Q	[2018-08-02]
10-Q	[2018-05-03]
10-K	[2018-03-09]
10-Q	[2017-11-02]
10-Q	[2017-08-03]
10-Q	[2017-05-04]
10-K	[2017-03-03]
10-Q	[2016-11-01]
10-Q	[2016-08-02]
10-Q	[2016-05-03]
10-K	[2016-03-04]
10-Q	[2015-11-03]
10-Q	[2015-08-06]
10-Q	[2015-05-08]
10-K	[2015-03-13]
10-Q	[2014-11-06]
10-Q	[2014-08-08]
10-Q	[2014-05-09]
10-K	[2014-03-14]
10-Q	[2013-11-08]
10-Q	[2013-08-09]
10-Q	[2013-05-10]
10-K	[2013-03-15]
10-Q	[2012-11-09]
10-Q	[2012-08-09]
10-Q	[2012-05-10]
10-K	[2012-03-29]