株探米国株
日本語 英語
エドガーで原本を確認する
0001320854false00013208542024-03-142024-03-14

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.

 

Date: March 18, 2024

By:

/s/ Celia R. Perez

Celia R. Perez

VP, General Counsel and Corporate Secretary

 


EX-99.1 2 rail-ex99_1.htm EX-99.1 EX-99.1

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

 

Revenues of $358.1 million, down 1.8% year-over-year, on deliveries of 3,022 railcars, down 5.1% year-over-year
Gross margin of 11.7% with gross profit of $41.8 million, compared to gross margin of 7.1% with gross profit of $25.8 million in fiscal year 2022
Net loss of ($23.6) million, or ($1.18) per share and adjusted net loss of ($1.0) million, or ($0.39) per share, accounting for primarily non-cash items including $14.9 million loss on extinguishment of debt, $4.1 million impairment on leased railcars and $2.2 million on the change in fair market value of warrant liability
Adjusted EBITDA of $20.1 million, compared to Adjusted EBITDA of $8.4 million in fiscal year 2022
Announced that on May 1, 2024, Nick Randall, the Company’s current Chief Operating Officer, will succeed Jim Meyer as President and Chief Executive Officer and become a member of the Company’s Board of Directors, while Mr. Meyer will assume the role of Executive Chairman of the Board

 

Fourth Quarter 2023 Highlights

 

Revenues of $126.6 million on 1,021 railcar deliveries, a decrease of 1.9% compared to revenues of $129.0 million on 1,150 railcar deliveries in the fourth quarter of 2022
Gross margin of 9.6% with gross profit of $12.1 million, compared to gross margin of 3.6% with gross profit of $4.6 million in the fourth quarter of 2022
Net loss of ($2.9) million, or ($0.24) per share and Adjusted Net income of $2.4 million, or ($0.07) per share, accounting primarily for non-cash items associated with a $4.1 million impairment on leased railcars as well as change in fair market value of warrant liability
Adjusted EBITDA of $6.5 million, compared to Adjusted EBITDA of $1.2 million in the fourth quarter of 2022

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)

 

 

December 31,
2023

 

 

December 31,
2022

 

Assets

 

 

 

Current assets

 

 

 

 

 

 

Cash, cash equivalents and restricted cash equivalents

 

$

40,560

 

 

$

37,912

 

Accounts receivable, net of allowance for doubtful accounts of $18 and $126 respectively

 

 

6,408

 

 

 

9,571

 

VAT receivable

 

 

2,926

 

 

 

4,682

 

Inventories, net

 

 

125,022

 

 

 

64,317

 

Assets held for sale

 

 

 

 

 

3,675

 

Related party asset

 

 

638

 

 

 

3,261

 

Prepaid expenses

 

 

4,867

 

 

 

5,470

 

Total current assets

 

 

180,421

 

 

 

128,888

 

Property, plant and equipment, net

 

 

31,258

 

 

 

23,248

 

Railcars available for lease, net

 

 

2,842

 

 

 

11,324

 

Right of use asset operating lease

 

 

2,826

 

 

 

1,596

 

Right of use asset finance lease

 

 

40,277

 

 

 

33,093

 

Other long-term assets

 

 

1,835

 

 

 

1,589

 

Total assets

 

$

259,459

 

 

$

199,738

 

 

 

 

 

 

 

 

 

 

Liabilities, Mezzanine Equity and Stockholders’ Deficit

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts and contractual payables

 

$

84,417

 

 

$

48,449

 

Related party accounts payable

 

 

2,478

 

 

 

3,393

 

Accrued payroll and other employee costs

 

 

5,738

 

 

 

4,081

 

Accrued warranty

 

 

1,602

 

 

 

1,940

 

Current portion of long-term debt

 

 

29,415

 

 

 

40,742

 

Other current liabilities

 

 

13,711

 

 

 

7,380

 

Total current liabilities

 

 

137,361

 

 

 

105,985

 

Long-term debt, net of current portion

 

 

 

 

 

51,494

 

Warrant liability

 

 

36,801

 

 

 

31,028

 

Accrued pension costs

 

 

1,046

 

 

 

1,040

 

Lease liability operating lease, long-term

 

 

3,164

 

 

 

1,780

 

Lease liability finance lease, long-term

 

 

41,273

 

 

 

33,245

 

Other long-term liabilities

 

 

2,562

 

 

 

3,750

 

Total liabilities

 

 

222,207

 

 

 

228,322

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

Mezzanine equity

 

 

 

 

 

 

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.

 

 

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 December 31, 2023 and December 31, 2022)

 

 

 

 

 

 

Common stock, $0.01 par value, 50,000,000 shares authorized, 17,903,437 and 17,223,306
   shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

 

 

210

 

 

 

203

 

Additional paid-in capital

 

 

94,067

 

 

 

89,104

 

Accumulated other comprehensive income

 

 

2,365

 

 

 

1,022

 

  Accumulated deficit

 

 

(142,848

)

 

 

(118,913

)

Total stockholders' deficit

 

 

(46,206

)

 

 

(28,584

)

Total liabilities, mezzanine equity and stockholders’ deficit

 

$

259,459

 

 

$

199,738

 

 

 


 

FreightCar America, Inc.

Consolidated Statements of Operations

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

 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

Revenues

 

$

126,604

 

 

$

128,989

 

 

$

358,093

 

 

$

364,754

 

Cost of sales

 

 

114,506

 

 

 

124,367

 

 

 

316,330

 

 

 

338,931

 

Gross profit

 

 

12,098

 

 

 

4,622

 

 

 

41,763

 

 

 

25,823

 

Selling, general and administrative expenses

 

 

7,739

 

 

 

6,349

 

 

 

27,489

 

 

 

28,227

 

Impairment on leased railcars

 

 

4,091

 

 

 

4,515

 

 

 

4,091

 

 

 

4,515

 

Gain on sale of railcars available for lease

 

 

 

 

 

 

 

 

622

 

 

 

 

Loss on pension settlement

 

 

 

 

 

 

 

 

313

 

 

 

8,105

 

Operating income (loss)

 

 

268

 

 

 

(6,242

)

 

 

10,492

 

 

 

(15,024

)

Interest expense

 

 

(2,043

)

 

 

(7,874

)

 

 

(15,031

)

 

 

(25,423

)

(Loss) gain on change in fair market value of Warrant liability

 

 

(360

)

 

 

4,744

 

 

 

(2,229

)

 

 

1,486

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

(14,880

)

 

 

 

Other (expense) income

 

 

(107

)

 

 

79

 

 

 

(440

)

 

 

2,426

 

Loss before income taxes

 

 

(2,242

)

 

 

(9,293

)

 

 

(22,088

)

 

 

(36,535

)

Income tax provision

 

 

614

 

 

 

440

 

 

 

1,501

 

 

 

2,312

 

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

 

 

29,546,566

 

 

 

26,117,377

 

 

 

28,366,457

 

 

 

24,838,399

 

Weighted average common shares outstanding – diluted

 

 

29,546,566

 

 

 

26,117,377

 

 

 

28,366,457

 

 

 

24,838,399

 

 

 

 

FreightCar America, Inc.

Segment Data

(In thousands)

 

 

Three Months Ended

 

 

 

Year Ended

 

 

 

December 31,

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

2023

 

 

2022

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

$

123,989

 

 

$

126,279

 

 

 

$

345,866

 

 

$

352,827

 

Corporate and Other

 

 

2,615

 

 

 

2,710

 

 

 

 

12,227

 

 

 

11,927

 

Consolidated revenues

 

$

126,604

 

 

$

128,989

 

 

 

$

358,093

 

 

$

364,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

$

6,779

 

 

$

(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

 

 

$

(15,024

)

 

 


 

FreightCar America, Inc.

Consolidated Statements of Cash Flows

(In thousands)

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

Cash flows from operating activities

 

 

 

Net loss

 

$

(23,589

)

 

$

(38,874

)

Adjustments to reconcile net loss to net cash flows used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

4,606

 

 

 

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:

 

 

 

 

 

 

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
December 31,

 

 

Year Ended
December 31,

 

 

 

 

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:

 

a)
This adjustment removes the non-cash (income) expense associated with the change in fair market value of the Company’s warrant liability.
b)
During the fourth quarters of 2022 and 2023, the Company recorded a non-cash impairment charge on its leased railcar fleet.
c)
During the second quarter of 2023, the Company recorded a non-cash loss on debt extinguishment of its term loan.
d)
The Company amortized deferred grant income to cost of goods sold in 2022 that represents a non-cash reduction to its gross margin (loss).
e)
The Company transitioned to tolling manufacturing structure in the third quarter of 2022 and as a result incurred permanent VAT costs.
f)
The Company recorded a non-cash pre-tax pension settlement loss in the third quarter of 2023 and 2022.
g)
The Company incurred certain costs during 2022 for nonrecurring professional services associated with its financing We believe that Adjusted EBITDA 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.

 


 

arrangements.
h)
The Company incurred certain costs during 2022 related to new production lines.
i)
The Company incurred certain non-recurring consulting costs during 2022.
j)
The Company incurred certain non-recurring corporate realignment costs in 2022.
k)
The Company recorded a non-cash pre-tax gain related to sales of its leased railcar fleet in the second quarter of 2023.

 

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
December 31,

 

 

Year Ended
December 31,

 

 

 

 

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:

 

a)
This adjustment removes the non-cash (income) expense associated with the change in fair market value of the Company’s warrant liability.
b)
During the fourth quarters of 2022 and 2023, the Company recorded a non-cash impairment charge on its leased railcar fleet.
c)
During the second quarter of 2023, the Company recorded a non-cash loss on debt extinguishment of its term loan.
d)
The Company amortized deferred grant income to cost of goods sold in 2022 that represents a non-cash reduction to its gross margin (loss).
e)
The Company transitioned to tolling manufacturing structure in the third quarter of 2022 and as a result incurred permanent VAT costs.
f)
The Company recorded a non-cash pre-tax pension settlement loss in the third quarter of 2023 and 2022.
g)
The Company incurred certain costs during 2022 for nonrecurring professional services associated with its financing arrangements.
h)
The Company incurred certain costs during 2022 related to new production lines.
i)
The Company incurred certain non-recurring consulting costs during 2022.
j)
The Company incurred certain non-recurring corporate realignment costs in 2022.
k)
The Company recorded a non-cash pre-tax gain related to sales of its leased railcar fleet in the second quarter of 2023.
l)
Income tax impact on non-GAAP adjustments per share represents the tax impact of adjustments specific to Mexico using the effective tax rate. Given the Company’s US based NOLs and Valuation Allowances result in an effective tax rate of about % for the US, all US based adjustments above are not tax affected.

 

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
December 31,

 

 

Year Ended
December 31,

 

 

 

 

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:

 

 

a)
This adjustment removes the non-cash (income) expense associated with the change in fair market value of the Company’s warrant liability.
b)
During the fourth quarters of 2022 and 2023, the Company recorded a non-cash impairment charge on its leased railcar fleet.
c)
During the second quarter of 2023, the Company recorded a non-cash loss on debt extinguishment of its term loan.
d)
The Company amortized deferred grant income to cost of goods sold in 2022 that represents a non-cash reduction to its gross margin (loss).
e)
The Company transitioned to tolling manufacturing structure in the third quarter of 2022 and as a result incurred permanent VAT costs.
f)
The Company recorded a non-cash pre-tax pension settlement loss in the third quarter of 2023 and 2022.
g)
The Company incurred certain costs during 2022 for nonrecurring professional services associated with its financing arrangements.
h)
The Company incurred certain costs during 2022 related to new production lines.
i)
The Company incurred certain non-recurring consulting costs during 2022.
j)
The Company incurred certain non-recurring corporate realignment costs in 2022.
k)
The Company recorded a non-cash pre-tax gain related to sales of its leased railcar fleet in the second quarter of 2023.
l)
Income tax impact on non-GAAP adjustments per share represents the tax impact of adjustments specific to Mexico using the effective tax rate. Given the Company’s US based NOLs and Valuation Allowances result in an effective tax rate of about % for the US, all US based adjustments above are not tax affected.

 

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.

 


 

 


EX-99.2 3 rail-ex99_2.htm EX-99.2 EX-99.2

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

# # #