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): March 14, 2024
_______________________________
FREIGHTCAR AMERICA, INC.
(Exact name of registrant as specified in its charter)
_______________________________
Delaware |
000-51237 |
25-1837219 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
On March 18, 2024, FreightCar America, Inc. issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2023 and providing its financial outlook for the full year 2024. 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 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of Chief Executive Officer
On March 14, 2024, James R. Meyer, President and Chief Executive Officer of the Company, submitted his resignation from such roles to the Company, effective May 1, 2024. Mr. Meyer will continue to serve on the Company’s Board of Directors (the “Board”) for a term continuing until the Company’s 2026 Annual Meeting of Stockholders. Effective May 1, 2024, Mr. Meyer will become Executive Chairman of the Board in lieu of William Gehl, who has served as Chairman of the Board since 2013. Mr. Gehl was also appointed as the Board’s Lead Independent Director, effective May 1, 2024, and will continue to serve on the Board for a term continuing until the Company’s 2025 Annual Meeting of Stockholders
Appointment of new Chief Executive Officer
On March 14, 2024, the Company appointed Nicholas J. Randall as President and Chief Executive Officer of the Company, effective May 1, 2024. Mr. Randall, age 50, has served as Chief Operating Officer of the Company since June 2023. Mr. Randall previously led a division of Precision Castparts Corporation, a manufacturer in the aerospace industry, where he worked in various capacities from 2017 to 2023. From 2007 to 2017, Mr. Randall served in various capacities at Alcoa Corporation (“Alcoa”) and Arconic Corporation, a company formed from the split of Alcoa in 2016. Prior to that, Mr. Randall worked in various engineering roles at Jaguar & Land Rover Vehicles.
Additionally, effective May 1, 2024, the Board approved an increase in the size of the Board from eight (8) directors to nine (9) directors and Mr. Randall will be appointed by the Board to serve as a director for a term continuing until the Company’s 2024 Annual Meeting of Stockholders. Mr. Randall will not receive any compensation for his service on the Board.
There are no family relationships between Mr. Randall and any director or officer of the Company, nor are there transactions in which Mr. Randall has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Randall will continue to participate in the compensation program provided to all executive officers of the Company.
Pursuant to the employment letter between the Company and Mr. Randall dated May 12, 2023, in connection with his appointment to Chief Executive Officer, Mr. Randall will receive an annual base salary of $550,000, subject to annual review by the Company. Mr. Randall will be entitled to participate in the Company’s annual cash incentive program applicable to senior executives and eligible to earn a bonus (“Bonus”) for each fiscal year of the Company ending during his employment. His target Bonus is 100% of his base salary, with a maximum equal to 200% of his base salary.
A copy of the press release issued on March 18, 2024 announcing Mr. Meyer’s appointment to Executive Chairman and Mr. Randall’s appointment to Chief Executive Officer is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 |
|
Earnings release dated March 18, 2024, issued by FreightCar America, Inc. |
Exhibit 99.2 |
|
Press Release dated March 18, 2024, issued by FreightCar America, Inc. |
Exhibit 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
FREIGHTCAR AMERICA, INC. |
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Date: March 18, 2024 |
By: |
/s/ Celia R. Perez |
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Celia R. Perez |
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VP, General Counsel and Corporate Secretary |
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Exhibit 99.1
Press Release
FreightCar America, Inc. Reports Fourth Quarter and Full Year 2023 Results
Company delivers solid results with Gross Profit up 62% on significant year-over-year margin expansion
Provides revenue, deliveries and Adjusted EBITDA guidance for 2024
CHICAGO, March 18, 2024 – FreightCar America, Inc. (NASDAQ: RAIL) (“FreightCar America” or the “Company”), a diversified manufacturer of railroad freight cars, today reported results for the fourth quarter and full year ended December 31, 2023.
Fiscal Year 2023 Highlights
Fourth Quarter 2023 Highlights
Jim Meyer, President and Chief Executive Officer of FreightCar America, commented, “We continued to deliver both solid financial results and margin growth for 2023. Our team continues to remove cost and create efficiencies, which played heavily in our more than doubling Adjusted EBITDA in 2023 on similar volume as compared to the prior year. We did this while simultaneously completing the buildout of our state-of-the-art manufacturing campus which doubles our capacity from one year ago levels. Furthermore, we absorbed the impacts of the US-Mexico border closure in December which lowered fourth quarter deliveries and foreign exchange headwinds, which together decreased results by about $5 million.
For the year, we achieved $20.1 million in Adjusted EBITDA on just 3,022 total deliveries, in a footprint now capable of producing 5,000 or more railcars per year.”
Meyer concluded, “As we scale-up, we are well positioned to gain meaningful new efficiencies on more railcars in total. Although uncertainties exist around future border disruptions as well as the overall strength of the market at present, we are confident in our ability to drive additional meaningful top and bottom-line growth in 2024.”
Fiscal Year 2024 Outlook
The Company’s outlook for fiscal year 2024 is as follows:
|
Fiscal 2024 Outlook |
Year-over-Year Growth at Midpoint |
Revenue |
$520 - $572 million |
52.5% |
Adjusted EBITDA |
$32 - $38 million |
74.1% |
Railcar Deliveries |
4,000 – 4,400 Railcars |
39.0% |
Mike Riordan, Chief Financial Officer of FreightCar America, commented, “During the quarter, we continued to experience headwinds related to foreign exchange and rail service disruptions due to the border closure, which pressured our margins by limiting shipments and impacting our costs. The team’s ability to expand Adjusted EBITDA on a per car basis despite these industry challenges underscores the value proposition of our transformation strategy as we achieved Adjusted EBITDA of $6,658 per car in the year versus $2,642 in the prior year. In addition, we are issuing our 2024 revenue guidance at $520 million - $572 million. We expect railcar deliveries to be between 4,000 and 4,400, with Adjusted EBITDA in the range of $32 million - $38 million.”
Fourth Quarter and Full Year 2023 Conference Call & Webcast Information
The Company will host a conference call and live webcast on Tuesday, March 19, 2024 at 11:00 a.m. (ET) to discuss its fourth quarter and full year 2024 financial results. FreightCar America invites shareholders and other interested parties to listen to its financial results conference call via the following live and recorded methods:
Live Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1655121&tp_key=5e31e642a6
Recorded Webcast: A recorded webcast will be available until Tuesday, April 2, 2024 on FreightCar America’s website following the conference call date at: https://investors.freightcaramerica.com/news-events/event-calendar/
Teleconference: Dial-in numbers for the live Conference Call are (877) 407-0789 or (201) 689-8562. Please call in at least 10 minutes prior to the start time of the call. An audio replay may be accessed at (844) 512-2921 or (412) 317-6671; Passcode: 13744274.
About FreightCar America
FreightCar America, headquartered in Chicago, Illinois, is a leading designer, producer and supplier of railroad freight cars, railcar parts and components. We also specialize in railcar repairs, complete railcar rebody services and railcar conversions that repurpose idled rail assets back into revenue service. Since 1901, our customers have trusted us to build quality railcars that are critical to economic growth and instrumental to the North American supply chain.
To learn more about FreightCar America, visit 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 risks and uncertainties relate to, among other things, the cyclical nature of our business; adverse economic and market conditions including inflation; material disruption in the movement of rail traffic for deliveries; fluctuating costs of raw materials including steel and aluminum; 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, and other competitive factors. The factors listed above are not exhaustive. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. We expressly disclaim any duty to provide updates to any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise.
Investor Contact: |
RAILIR@Riveron.com |
# # #
FreightCar America, Inc.
Consolidated Balance Sheets
(In thousands, except for share data)
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December 31, |
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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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$ |
40,560 |
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$ |
37,912 |
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Accounts receivable, net of allowance for doubtful accounts of $18 and $126 respectively |
|
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6,408 |
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9,571 |
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VAT receivable |
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2,926 |
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4,682 |
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Inventories, net |
|
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125,022 |
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64,317 |
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Assets held for sale |
|
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— |
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3,675 |
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Related party asset |
|
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638 |
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3,261 |
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Prepaid expenses |
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4,867 |
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5,470 |
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Total current assets |
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180,421 |
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128,888 |
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Property, plant and equipment, net |
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31,258 |
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23,248 |
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Railcars available for lease, net |
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2,842 |
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11,324 |
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Right of use asset operating lease |
|
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2,826 |
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1,596 |
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Right of use asset finance lease |
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40,277 |
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33,093 |
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Other long-term assets |
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1,835 |
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1,589 |
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Total assets |
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$ |
259,459 |
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$ |
199,738 |
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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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$ |
84,417 |
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$ |
48,449 |
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Related party accounts payable |
|
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2,478 |
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|
3,393 |
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Accrued payroll and other employee costs |
|
|
5,738 |
|
|
|
4,081 |
|
Accrued warranty |
|
|
1,602 |
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|
|
1,940 |
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Current portion of long-term debt |
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29,415 |
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40,742 |
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Other current liabilities |
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13,711 |
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|
7,380 |
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Total current liabilities |
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137,361 |
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105,985 |
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Long-term debt, net of current portion |
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— |
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51,494 |
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Warrant liability |
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36,801 |
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31,028 |
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Accrued pension costs |
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1,046 |
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|
1,040 |
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Lease liability operating lease, long-term |
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3,164 |
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1,780 |
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Lease liability finance lease, long-term |
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41,273 |
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33,245 |
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Other long-term liabilities |
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2,562 |
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3,750 |
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Total liabilities |
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222,207 |
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228,322 |
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Commitments and contingencies |
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Mezzanine equity |
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Series C Preferred stock, $0.01 par value, 85,412 shares authorized, 85,412 and 0 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively. Liquidation value $95,048 and $0 at December 31, 2023 and December 31, 2022, respectively. |
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83,458 |
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— |
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Stockholders’ deficit |
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Preferred stock, $0.01 par value, 2,500,000 shares authorized (100,000 shares each |
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— |
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— |
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Common stock, $0.01 par value, 50,000,000 shares authorized, 17,903,437 and 17,223,306 |
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210 |
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203 |
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Additional paid-in capital |
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94,067 |
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89,104 |
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Accumulated other comprehensive income |
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2,365 |
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1,022 |
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Accumulated deficit |
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(142,848 |
) |
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(118,913 |
) |
Total stockholders' deficit |
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(46,206 |
) |
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(28,584 |
) |
Total liabilities, mezzanine equity and stockholders’ deficit |
|
$ |
259,459 |
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$ |
199,738 |
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FreightCar America, Inc.
Consolidated Statements of Operations
(In thousands, except for share and per share data)
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Three Months Ended |
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Year Ended |
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December 31, |
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December 31, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenues |
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$ |
126,604 |
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$ |
128,989 |
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$ |
358,093 |
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$ |
364,754 |
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Cost of sales |
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114,506 |
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124,367 |
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316,330 |
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338,931 |
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Gross profit |
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12,098 |
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4,622 |
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41,763 |
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25,823 |
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Selling, general and administrative expenses |
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7,739 |
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6,349 |
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27,489 |
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28,227 |
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Impairment on leased railcars |
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4,091 |
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4,515 |
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4,091 |
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4,515 |
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Gain on sale of railcars available for lease |
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— |
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— |
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622 |
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— |
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Loss on pension settlement |
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— |
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— |
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313 |
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8,105 |
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Operating income (loss) |
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268 |
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(6,242 |
) |
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10,492 |
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(15,024 |
) |
Interest expense |
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(2,043 |
) |
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(7,874 |
) |
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(15,031 |
) |
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(25,423 |
) |
(Loss) gain on change in fair market value of Warrant liability |
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(360 |
) |
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4,744 |
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(2,229 |
) |
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1,486 |
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Loss on extinguishment of debt |
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— |
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— |
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(14,880 |
) |
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— |
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Other (expense) income |
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(107 |
) |
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79 |
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(440 |
) |
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2,426 |
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Loss before income taxes |
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(2,242 |
) |
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(9,293 |
) |
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(22,088 |
) |
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(36,535 |
) |
Income tax provision |
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|
614 |
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|
440 |
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|
1,501 |
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|
2,312 |
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Net loss |
|
$ |
(2,856 |
) |
|
$ |
(9,733 |
) |
|
$ |
(23,589 |
) |
|
$ |
(38,847 |
) |
Net loss per common share – basic |
|
$ |
(0.24 |
) |
|
$ |
(0.37 |
) |
|
$ |
(1.18 |
) |
|
$ |
(1.56 |
) |
Net loss per common share – diluted |
|
$ |
(0.24 |
) |
|
$ |
(0.37 |
) |
|
$ |
(1.18 |
) |
|
$ |
(1.56 |
) |
Weighted average common shares outstanding – basic |
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|
29,546,566 |
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26,117,377 |
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28,366,457 |
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24,838,399 |
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Weighted average common shares outstanding – diluted |
|
|
29,546,566 |
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|
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26,117,377 |
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|
|
28,366,457 |
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|
24,838,399 |
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FreightCar America, Inc.
Segment Data
(In thousands)
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Three Months Ended |
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Year Ended |
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December 31, |
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December 31, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenues: |
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Manufacturing |
|
$ |
123,989 |
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$ |
126,279 |
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|
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$ |
345,866 |
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$ |
352,827 |
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Corporate and Other |
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2,615 |
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|
|
2,710 |
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|
|
|
12,227 |
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|
|
11,927 |
|
Consolidated revenues |
|
$ |
126,604 |
|
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$ |
128,989 |
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|
|
$ |
358,093 |
|
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$ |
364,754 |
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Operating income (loss): |
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Manufacturing |
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$ |
6,779 |
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$ |
(1,670 |
) |
|
|
$ |
31,554 |
|
|
$ |
14,801 |
|
Corporate and Other |
|
|
(6,511 |
) |
|
|
(4,572 |
) |
|
|
|
(21,062 |
) |
|
|
(29,825 |
) |
Consolidated operating income (loss) |
|
$ |
268 |
|
|
$ |
(6,242 |
) |
|
|
$ |
10,492 |
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|
$ |
(15,024 |
) |
FreightCar America, Inc.
Consolidated Statements of Cash Flows
(In thousands)
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Year Ended December 31, |
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2023 |
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2022 |
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Cash flows from operating activities |
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|
|||||
Net loss |
|
$ |
(23,589 |
) |
|
$ |
(38,874 |
) |
Adjustments to reconcile net loss to net cash flows used in operating activities: |
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Depreciation and amortization |
|
|
4,606 |
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|
|
4,135 |
|
Non-cash lease expense on right-of-use assets |
|
|
2,742 |
|
|
|
2,325 |
|
Recognition of deferred income from state and local incentives |
|
|
— |
|
|
|
(2,507 |
) |
Loss (gain) on change in fair market value for Warrant liability |
|
|
2,229 |
|
|
|
(1,486 |
) |
Impairment on leased railcars |
|
|
4,091 |
|
|
|
4,515 |
|
Loss on pension settlement |
|
|
313 |
|
|
|
8,105 |
|
Stock-based compensation recognized |
|
|
1,240 |
|
|
|
2,106 |
|
Non-cash interest expense |
|
|
10,116 |
|
|
|
16,563 |
|
Loss on extinguishment of debt |
|
|
14,880 |
|
|
|
— |
|
Other non-cash items, net |
|
|
138 |
|
|
|
20 |
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
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Accounts receivable |
|
|
3,163 |
|
|
|
— |
|
VAT receivable |
|
|
1,426 |
|
|
|
24,946 |
|
Inventories |
|
|
(60,912 |
) |
|
|
(8,476 |
) |
Accounts and contractual payables |
|
|
39,943 |
|
|
|
8,181 |
|
Lease liability |
|
|
(3,150 |
) |
|
|
(3,006 |
) |
Other assets and liabilities |
|
|
7,533 |
|
|
|
(5,044 |
) |
Net cash flows provided by operating activities |
|
|
4,769 |
|
|
|
11,503 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchase of property, plant and equipment |
|
|
(12,722 |
) |
|
|
(7,816 |
) |
Proceeds from sale of railcars available for lease, net of selling costs |
|
|
8,356 |
|
|
|
— |
|
Net cash flows used in investing activities |
|
|
(4,366 |
) |
|
|
(7,816 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from issuance of preferred shares, net of issuance costs |
|
|
13,254 |
|
|
|
— |
|
Deferred financing costs |
|
|
(353 |
) |
|
|
— |
|
Borrowings on revolving line of credit |
|
|
149,811 |
|
|
|
133,652 |
|
Repayments on revolving line of credit |
|
|
(159,348 |
) |
|
|
(124,852 |
) |
Employee stock settlement |
|
|
(106 |
) |
|
|
(57 |
) |
Payment for stock appreciation rights exercised |
|
|
(6 |
) |
|
|
(20 |
) |
Financing lease payments |
|
|
(1,007 |
) |
|
|
(738 |
) |
Net cash flows provided by financing activities |
|
|
2,245 |
|
|
|
7,985 |
|
Net increase in cash and cash equivalents |
|
|
2,648 |
|
|
|
11,672 |
|
Cash, cash equivalents and restricted cash equivalents at beginning of period |
|
|
37,912 |
|
|
|
26,240 |
|
Cash, cash equivalents and restricted cash equivalents at end of period |
|
$ |
40,560 |
|
|
$ |
37,912 |
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
|
||
Interest paid |
|
$ |
4,915 |
|
|
$ |
8,849 |
|
Income taxes paid |
|
$ |
2,097 |
|
|
$ |
1,218 |
|
|
|
|
|
|
|
|
|
|
Non-cash transactions |
|
|
|
|
|
|
||
Change in unpaid construction in process |
|
$ |
(438 |
) |
|
$ |
715 |
|
Accrued PIK interest paid through issuance of PIK Note |
|
$ |
3,161 |
|
|
$ |
1,467 |
|
Issuance of preferred shares in exchange of term loan |
|
$ |
72,688 |
|
|
$ |
— |
|
Issuance of warrants |
|
$ |
3,014 |
|
|
$ |
8,560 |
|
Issuance of equity fee |
|
$ |
685 |
|
|
$ |
4,000 |
|
|
|
|
|
|
|
|
Non-GAAP Financial Measures (Unaudited)
FreightCar America, Inc.
Reconciliation of (loss) income before taxes to EBITDA(1) and Adjusted EBITDA(2)
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended |
|
|
Year Ended |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (Loss) before income taxes |
|
$ |
(2,242) |
|
|
$ |
(9,293 |
) |
|
$ |
(22,088 |
) |
|
$ |
(36,535 |
) |
|
Depreciation & Amortization |
|
|
1,416 |
|
|
|
1,025 |
|
|
|
4,606 |
|
|
|
4,135 |
|
|
Interest Expense, net |
|
|
2,043 |
|
|
|
7,874 |
|
|
|
15,031 |
|
|
|
25,423 |
|
|
EBITDA |
|
|
1,217 |
|
|
|
(394 |
) |
|
|
(2,451) |
|
|
|
(6,977 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in Fair Value of Warrant (a) |
|
|
360 |
|
|
|
(4,744 |
) |
|
|
2,229 |
|
|
|
(1,486 |
) |
|
Impairment on leased railcars (b) |
|
|
4,091 |
|
|
|
4,515 |
|
|
|
4,091 |
|
|
|
4,515 |
|
|
Loss on Debt Extinguishment (c) |
|
|
- |
|
|
|
- |
|
|
|
14,880 |
|
|
|
- |
|
|
Alabama Grant Amortization (d) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,857 |
) |
|
Mexican Permanent VAT (e) |
|
|
- |
|
|
|
1,861 |
|
|
|
- |
|
|
|
2,769 |
|
|
Loss on Pension Settlement (f) |
|
|
- |
|
|
|
- |
|
|
|
313 |
|
|
|
8,105 |
|
|
Transaction Costs (g) |
|
|
- |
|
|
|
37 |
|
|
|
- |
|
|
|
153 |
|
|
Startup Costs (h) |
|
|
- |
|
|
|
164 |
|
|
|
- |
|
|
|
1,113 |
|
|
Consulting Costs (i) |
|
|
- |
|
|
|
85 |
|
|
|
- |
|
|
|
1,073 |
|
|
Corporate Realignment (j) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,323 |
|
|
Gain on Sale of Railcars Available for Lease (k) |
|
|
- |
|
|
|
- |
|
|
|
(622 |
) |
|
|
- |
|
|
Stock Based Compensation |
|
|
716 |
|
|
|
(201 |
) |
|
|
1,240 |
|
|
|
2,106 |
|
|
Other, net |
|
|
107 |
|
|
|
(79 |
) |
|
|
440 |
|
|
|
(2,426 |
) |
|
Adjusted EBITDA |
|
$ |
6,491 |
|
|
$ |
1,244 |
|
|
$ |
20,120 |
|
|
$ |
8,411 |
|
|
(1) EBITDA represents earnings before interest, taxes, depreciation and amortization. We believe EBITDA is useful to investors in evaluating our operating performance compared to that of other companies in our industry. In addition, our management uses EBITDA to evaluate our operating performance. The calculation of EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending. These items may vary for different companies for reasons unrelated to the overall performance of the company’s business. EBITDA is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider EBITDA in isolation or as a substitute for net income, cash flows from operating activities or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of EBITDA is not necessarily comparable to that of other similar titled measures reported by other companies.
(2) Adjusted EBITDA represents EBITDA before the following charges:
Adjusted EBITDA is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider Adjusted EBITDA in isolation or as a substitute for net income, cash flows from operating activities or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of Adjusted EBITDA is not necessarily comparable to that of other similarly titled measures reported by other companies.
FreightCar America, Inc.
Reconciliation of Net (loss) income and Adjusted Net (loss) income(1)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended |
|
|
Year Ended |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
(2,856) |
|
|
$ |
(9,733 |
) |
|
$ |
(23,589 |
) |
|
$ |
(38,847 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in Fair Value of Warrant (a) |
|
|
360 |
|
|
|
(4,744 |
) |
|
|
2,229 |
|
|
|
(1,486 |
) |
|
Impairment on leased railcars (b) |
|
|
4,091 |
|
|
|
4,515 |
|
|
|
4,091 |
|
|
|
4,515 |
|
|
Loss on Debt Extinguishment (c) |
|
|
- |
|
|
|
- |
|
|
|
14,880 |
|
|
|
- |
|
|
Alabama Grant Amortization (d) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,857 |
) |
|
Mexican Permanent VAT (e) |
|
|
- |
|
|
|
1,861 |
|
|
|
- |
|
|
|
2,769 |
|
|
Loss on Pension Settlement (f) |
|
|
- |
|
|
|
- |
|
|
|
313 |
|
|
|
8,105 |
|
|
Transaction Costs (g) |
|
|
- |
|
|
|
37 |
|
|
|
- |
|
|
|
153 |
|
|
Startup Costs (h) |
|
|
- |
|
|
|
164 |
|
|
|
- |
|
|
|
1,113 |
|
|
Consulting Costs (i) |
|
|
- |
|
|
|
85 |
|
|
|
- |
|
|
|
1,073 |
|
|
Corporate Realignment (j) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,323 |
|
|
Gain on Sale of Railcars Available for Lease (k) |
|
|
|
|
|
- |
|
|
|
(622 |
) |
|
|
- |
|
|
|
Stock Based Compensation |
|
|
716 |
|
|
|
(201 |
) |
|
|
1,240 |
|
|
|
2,106 |
|
|
Other, net |
|
|
107 |
|
|
|
(79 |
) |
|
|
440 |
|
|
|
(2,426 |
) |
|
Total non-GAAP adjustments |
|
|
5,274 |
|
|
|
1,638 |
|
|
|
22,571 |
|
|
|
15,388 |
|
|
Income tax impact on non-GAAP adjustments (l) |
|
|
- |
|
|
|
(5 |
) |
|
|
- |
|
|
|
(68 |
) |
|
Adjusted Net income (loss) |
|
$ |
2,418 |
|
|
$ |
(8,100 |
) |
|
$ |
(1,018) |
|
|
$ |
(23,527 |
) |
|
(1) Adjusted net loss represents net loss before the following charges:
We believe that Adjusted net loss is useful to investors evaluating our operating performance compared to that of other companies in our industry because it eliminates the impact of certain non-cash charges and other special items that affect the comparability of results in past quarters. Adjusted net loss is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider Adjusted net loss in isolation or as a substitute for net income, cash flows from operating activities or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of Adjusted net loss is not necessarily comparable to that of other similarly titled measures reported by other companies.
FreightCar America, Inc.
Reconciliation of EPS and Adjusted EPS(1)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended |
|
|
Year Ended |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EPS |
|
$ |
(0.24 |
) |
|
$ |
(0.37 |
) |
|
$ |
(1.18 |
) |
|
$ |
(1.56 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in Fair Value of Warrant (a) |
|
|
0.01 |
|
|
|
(0.18 |
) |
|
|
0.08 |
|
|
|
(0.06 |
) |
|
Impairment on leased railcars (b) |
|
|
0.14 |
|
|
|
0.17 |
|
|
|
0.14 |
|
|
|
0.18 |
|
|
Loss on Debt Extinguishment (c) |
|
|
- |
|
|
|
- |
|
|
|
0.52 |
|
|
|
- |
|
|
Alabama Grant Amortization (d) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(0.07 |
) |
|
Mexican Permanent VAT (e) |
|
|
- |
|
|
|
0.07 |
|
|
|
- |
|
|
|
0.11 |
|
|
Loss on Pension Settlement (f) |
|
|
- |
|
|
|
- |
|
|
|
0.01 |
|
|
|
0.33 |
|
|
Transaction Costs (g) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
0.01 |
|
|
Startup Costs (h) |
|
|
- |
|
|
|
0.01 |
|
|
|
- |
|
|
|
0.04 |
|
|
Consulting Costs (i) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
0.04 |
|
|
Corporate Realignment (j) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
0.05 |
|
|
Gain on Sale of Railcars Available for Lease (k) |
|
|
- |
|
|
|
- |
|
|
|
(0.02 |
) |
|
|
- |
|
|
Stock Based Compensation |
|
|
0.02 |
|
|
|
(0.01 |
) |
|
|
0.04 |
|
|
|
0.08 |
|
|
Other, net |
|
|
- |
|
|
|
- |
|
|
|
0.02 |
|
|
|
(0.10 |
) |
|
Total non-GAAP adjustments pre-tax per-share |
|
|
0.17 |
|
|
|
0.06 |
|
|
|
0.79 |
|
|
|
0.61 |
|
|
Income tax impact on non-GAAP adjustments per share (l) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Adjusted EPS |
|
$ |
(0.07) |
|
|
$ |
(0.31 |
) |
|
$ |
(0.39 |
) |
|
$ |
(0.95 |
) |
|
(1) Adjusted EPS represents basic EPS before the following charges:
We believe that Adjusted EPS is useful to investors evaluating our operating performance compared to that of other companies in our industry because it eliminates the impact of certain non-cash charges and other special items that affect the comparability of results in past quarters. Adjusted EPS is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider Adjusted EPS in isolation or as a substitute for net income, cash flows from operating activities or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of Adjusted EPS is not necessarily comparable to that of other similarly titled measures reported by other companies.
Exhibit 99.2
Press Release
FreightCar America, Inc. Announces CEO Transition
Nick Randall, Chief Operating Officer to Succeed Jim Meyer as President and CEO; Jim Meyer to remain on the Board of Directors and become Executive Chairman
CHICAGO, March 18, 2024 -- FreightCar America, Inc. (Nasdaq: RAIL), a diversified manufacturer of railroad freight cars, announced effective May 1, 2024, the appointment of Nicholas J. Randall, the Company’s current Chief Operating Officer, as President and Chief Executive Officer and member of the Company’s Board of Directors. Mr. Randall will succeed James R. Meyer who has been appointed as the Company’s Executive Chairman of the Board of Directors. William D. Gehl, the Company’s current Chairman, will remain on the Board of Directors and serve as Lead Independent Director.
Mr. Randall, with more than 20 years of global experience working in and leading engineering and manufacturing operations at world-class companies, joined FreightCar America in 2023 as Chief Operating Officer. Since joining the Company, Mr. Randall has managed FreightCar America’s operations and overseen the completion of its manufacturing campus in Castaños, Mexico.
“I am extremely pleased to announce the appointment of Nick Randall as our new President and Chief Executive Officer. Nick upholds the highest standard of operational excellence and shares the same values and vision for the Company that have guided us in recent years. Under his leadership, I am confident that the team will continue to advance our priorities and deliver a great future for our customers and shareholders,” said Jim Meyer.
Meyer added, “My role with FreightCar America will evolve as I assume the position of Executive Chairman, and I look forward to working with Nick and the rest of the Board on our strategic priorities. I also want to thank Bill Gehl for his ten years of service to-date, and especially for the dedication and expertise he brought to the Company and our Board as its Chairman.”
“I would like to recognize the transformative work that Jim has led at a pivotal time in the Company’s history, and I am honored by the Board’s confidence in my abilities to lead the Company going forward. I am excited by what lies ahead and look forward to working with our teams to scale the business while delivering world class products and after-sales service, and building great relationships throughout the industry,” said Nick Randall.
About FreightCar America
FreightCar America, headquartered in Chicago, Illinois, is a leading designer, producer and supplier of railroad freight cars, railcar parts and components. We also specialize in railcar repairs, complete railcar rebody services and railcar conversions that repurpose idled rail assets back into revenue service. Since 1901, our customers have trusted us to build quality railcars that are critical to economic growth and instrumental to the North American supply chain. To learn more about FreightCar America, visit 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 risks and uncertainties relate to, among other things, the cyclical nature of our business; adverse economic and market conditions including inflation; material disruption in the movement of rail traffic for deliveries; fluctuating costs of raw materials including steel and aluminum; 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; and other competitive factors. The factors listed above are not exhaustive. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. We expressly disclaim any duty to provide updates to any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise.
Investor Contact: RAILIR@Riveron.com
# # #