[10-Q] FreightCar America, Inc. Quarterly Earnings Report
Form 144 filing: An unidentified Kinder Morgan, Inc. (KMI) insider has notified the SEC of an intent to sell up to 40,000 common shares on or about 08/04/2025 through Morgan Stanley Smith Barney. At the implied price in the notice, the block is worth approximately $1.124 million.
The shares originate from restricted stock units that vested on 07/31/2025. With roughly 2.222 billion KMI shares outstanding, the proposed sale equals less than 0.002% of total float鈥攁n amount that is not expected to influence liquidity, control, or market pricing.
No other sales were reported during the previous three-month period. The filer affirms there is no non-public adverse information, and the submission fulfills Rule 144鈥檚 advance-notice requirement. The document conveys no changes to Kinder Morgan鈥檚 operations, financial guidance, or capital structure; it is strictly a procedural disclosure of a routine, small-scale insider sale.
Deposito del modulo 144: Un insider non identificato di Kinder Morgan, Inc. (KMI) ha notificato alla SEC l'intenzione di vendere fino a 40.000 azioni ordinarie intorno al 04/08/2025 tramite Morgan Stanley Smith Barney. Al prezzo indicato nella comunicazione, il blocco di azioni vale circa 1,124 milioni di dollari.
Le azioni derivano da unit脿 di azioni vincolate che sono maturate il 31/07/2025. Con circa 2,222 miliardi di azioni KMI in circolazione, la vendita proposta rappresenta meno dello 0,002% del flottante totale, una quantit脿 che non dovrebbe influenzare la liquidit脿, il controllo o il prezzo di mercato.
Non sono state segnalate altre vendite nel trimestre precedente. Il dichiarante conferma che non esistono informazioni negative non pubbliche e che la comunicazione rispetta il requisito di preavviso previsto dalla Regola 144. Il documento non indica cambiamenti nelle operazioni, nelle previsioni finanziarie o nella struttura del capitale di Kinder Morgan; si tratta esclusivamente di una comunicazione procedurale relativa a una vendita interna di piccola entit脿 e di routine.
Presentaci贸n del formulario 144: Un insider no identificado de Kinder Morgan, Inc. (KMI) ha notificado a la SEC su intenci贸n de vender hasta 40,000 acciones ordinarias alrededor del 04/08/2025 a trav茅s de Morgan Stanley Smith Barney. Al precio impl铆cito en el aviso, el bloque tiene un valor aproximado de 1,124,000 d贸lares.
Las acciones provienen de unidades restringidas que se liberaron el 31/07/2025. Con aproximadamente 2,222 millones de acciones KMI en circulaci贸n, la venta propuesta representa menos del 0.002% del flotante total, una cantidad que no se espera que influya en la liquidez, el control o el precio de mercado.
No se reportaron otras ventas durante el per铆odo de tres meses anterior. El declarante afirma que no hay informaci贸n adversa no p煤blica y que la presentaci贸n cumple con el requisito de aviso previo de la Regla 144. El documento no indica cambios en las operaciones, las gu铆as financieras o la estructura de capital de Kinder Morgan; es estrictamente una divulgaci贸n procedimental sobre una venta rutinaria y de peque帽a escala por parte de un insider.
韽� 144 鞝滌稖: Kinder Morgan, Inc.(KMI)鞚� 鞁犾洂 氙胳儊鞚� 雮措秬鞛愱皜 2025雲� 8鞗� 4鞚缄步 Morgan Stanley Smith Barney毳� 韱淀暣 斓滊寑 40,000欤检潣 氤错喌欤茧ゼ 毵る弰頃� 鞚橃偓毳� SEC鞐� 韱奠頄堨姷雼堧嫟. 瓿奠霅� 臧�瓴╈潉 旮办鞙茧 頃措嫻 欤检嫕 敫旊鞚� 臧�旃橂姅 鞎� 112毵� 4觳� 雼煬鞐� 雼暕雼堧嫟.
鞚� 欤检嫕鞚� 2025雲� 7鞗� 31鞚检棎 靹膘垯霅� 鞝滍暅 欤检嫕 雼渼鞐愳劀 牍勲’霅橃棃鞀惦媹雼�. 鞎� 22鞏� 2,200毵� 欤检潣 KMI 氚滍枆 欤检嫕 欷� 鞚措矆 毵る弰電� 齑� 鞙犿喌 欤检嫕鞚� 0.002% 氙鸽鞐� 頃措嫻頃橂┌, 鞚措姅 鞙犽彊靹�, 歆�氚瓣秾 霕愲姅 鞁滌灔 臧�瓴╈棎 鞓來枼鞚� 氙胳箻歆� 鞎婌潉 瓴冹溂搿� 鞓堨儊霅╇媹雼�.
鞚挫爠 3臧滌洈 霃欖晥 雼るジ 毵る弰 氤搓碃電� 鞐嗢棃鞀惦媹雼�. 鞝滌稖鞛愲姅 牍勱车臧� 攵�鞝曥爜 鞝曤炒臧� 鞐嗢潓鞚� 頇曥澑頃橂┌, 鞝滌稖鞚� 攴滌箼 144鞚� 靷爠 韱奠 鞖旉贝鞚� 於╈”頃╇媹雼�. 鞚� 氍胳劀電� Kinder Morgan鞚� 靷梾, 鞛 鞝勲 霕愲姅 鞛愲掣 甑“鞐� 氤�霃欖澊 鞐嗢潓鞚� 鞎岆Μ氅�, 雼 鞚检儊鞝侅澊瓿� 靻岅窚氇� 雮措秬鞛� 毵る弰鞚� 鞝堨皑鞝� 瓿店皽鞐� 攵堦臣頃╇媹雼�.
D茅p么t du formulaire 144 : Un initi茅 non identifi茅 de Kinder Morgan, Inc. (KMI) a inform茅 la SEC de son intention de vendre jusqu'脿 40 000 actions ordinaires aux alentours du 04/08/2025 via Morgan Stanley Smith Barney. Au prix implicite indiqu茅 dans l'avis, le bloc repr茅sente environ 1,124 million de dollars.
Les actions proviennent d'unit茅s d'actions restreintes qui ont 茅t茅 acquises le 31/07/2025. Avec environ 2,222 milliards d'actions KMI en circulation, la vente propos茅e repr茅sente moins de 0,002 % du flottant total 鈥� un volume qui ne devrait pas influencer la liquidit茅, le contr么le ou le cours du march茅.
Aucune autre vente n'a 茅t茅 signal茅e au cours des trois mois pr茅c茅dents. Le d茅clarant affirme qu'il n'existe aucune information n茅gative non publique et que la soumission respecte l'exigence de pr茅avis de la r猫gle 144. Le document n'indique aucun changement dans les op茅rations, les pr茅visions financi猫res ou la structure du capital de Kinder Morgan ; il s'agit strictement d'une divulgation proc茅durale concernant une vente interne de petite ampleur et de routine.
Formular 144 Einreichung: Ein nicht identifizierter Insider von Kinder Morgan, Inc. (KMI) hat der SEC die Absicht mitgeteilt, bis zu 40.000 Stammaktien etwa am 04.08.2025 眉ber Morgan Stanley Smith Barney zu verkaufen. Zum im Hinweis angegebenen Preis ist das Aktienpaket etwa 1,124 Millionen US-Dollar wert.
Die Aktien stammen aus Restricted Stock Units, die am 31.07.2025 f盲llig wurden. Bei rund 2,222 Milliarden ausstehenden KMI-Aktien entspricht der geplante Verkauf weniger als 0,002 % des Gesamtstreubesitzes 鈥� ein Betrag, der voraussichtlich keine Auswirkungen auf Liquidit盲t, Kontrolle oder Marktpreis hat.
Im vorangegangenen Dreimonatszeitraum wurden keine weiteren Verk盲ufe gemeldet. Der Einreicher best盲tigt, dass keine nicht 枚ffentlichen negativen Informationen vorliegen und die Einreichung die Vorank眉ndigungspflicht gem盲脽 Regel 144 erf眉llt. Das Dokument signalisiert keine 脛nderungen in den Gesch盲ftst盲tigkeiten, der Finanzprognose oder der Kapitalstruktur von Kinder Morgan; es handelt sich ausschlie脽lich um eine formale Offenlegung eines routinem盲脽igen, kleineren Insider-Verkaufs.
- None.
- None.
Insights
TL;DR: Routine, immaterial Form 144; minimal market impact expected.
This notice covers a prospective sale of 40 k Kinder Morgan shares鈥攁bout $1.1 M and a de minimis 0.002% of shares outstanding. Originating from recently vested RSUs, the sale looks like a standard diversification or tax-planning move. No aggregation with other insiders is disclosed, and the form includes the customary certification that no undisclosed material information exists. Given the tiny size relative to KMI鈥檚 ~$50 B market cap, I view the filing as neutral for valuation or sentiment. Investors generally monitor insider trends, but single Form 144s of this scale rarely move the stock.
Deposito del modulo 144: Un insider non identificato di Kinder Morgan, Inc. (KMI) ha notificato alla SEC l'intenzione di vendere fino a 40.000 azioni ordinarie intorno al 04/08/2025 tramite Morgan Stanley Smith Barney. Al prezzo indicato nella comunicazione, il blocco di azioni vale circa 1,124 milioni di dollari.
Le azioni derivano da unit脿 di azioni vincolate che sono maturate il 31/07/2025. Con circa 2,222 miliardi di azioni KMI in circolazione, la vendita proposta rappresenta meno dello 0,002% del flottante totale, una quantit脿 che non dovrebbe influenzare la liquidit脿, il controllo o il prezzo di mercato.
Non sono state segnalate altre vendite nel trimestre precedente. Il dichiarante conferma che non esistono informazioni negative non pubbliche e che la comunicazione rispetta il requisito di preavviso previsto dalla Regola 144. Il documento non indica cambiamenti nelle operazioni, nelle previsioni finanziarie o nella struttura del capitale di Kinder Morgan; si tratta esclusivamente di una comunicazione procedurale relativa a una vendita interna di piccola entit脿 e di routine.
Presentaci贸n del formulario 144: Un insider no identificado de Kinder Morgan, Inc. (KMI) ha notificado a la SEC su intenci贸n de vender hasta 40,000 acciones ordinarias alrededor del 04/08/2025 a trav茅s de Morgan Stanley Smith Barney. Al precio impl铆cito en el aviso, el bloque tiene un valor aproximado de 1,124,000 d贸lares.
Las acciones provienen de unidades restringidas que se liberaron el 31/07/2025. Con aproximadamente 2,222 millones de acciones KMI en circulaci贸n, la venta propuesta representa menos del 0.002% del flotante total, una cantidad que no se espera que influya en la liquidez, el control o el precio de mercado.
No se reportaron otras ventas durante el per铆odo de tres meses anterior. El declarante afirma que no hay informaci贸n adversa no p煤blica y que la presentaci贸n cumple con el requisito de aviso previo de la Regla 144. El documento no indica cambios en las operaciones, las gu铆as financieras o la estructura de capital de Kinder Morgan; es estrictamente una divulgaci贸n procedimental sobre una venta rutinaria y de peque帽a escala por parte de un insider.
韽� 144 鞝滌稖: Kinder Morgan, Inc.(KMI)鞚� 鞁犾洂 氙胳儊鞚� 雮措秬鞛愱皜 2025雲� 8鞗� 4鞚缄步 Morgan Stanley Smith Barney毳� 韱淀暣 斓滊寑 40,000欤检潣 氤错喌欤茧ゼ 毵る弰頃� 鞚橃偓毳� SEC鞐� 韱奠頄堨姷雼堧嫟. 瓿奠霅� 臧�瓴╈潉 旮办鞙茧 頃措嫻 欤检嫕 敫旊鞚� 臧�旃橂姅 鞎� 112毵� 4觳� 雼煬鞐� 雼暕雼堧嫟.
鞚� 欤检嫕鞚� 2025雲� 7鞗� 31鞚检棎 靹膘垯霅� 鞝滍暅 欤检嫕 雼渼鞐愳劀 牍勲’霅橃棃鞀惦媹雼�. 鞎� 22鞏� 2,200毵� 欤检潣 KMI 氚滍枆 欤检嫕 欷� 鞚措矆 毵る弰電� 齑� 鞙犿喌 欤检嫕鞚� 0.002% 氙鸽鞐� 頃措嫻頃橂┌, 鞚措姅 鞙犽彊靹�, 歆�氚瓣秾 霕愲姅 鞁滌灔 臧�瓴╈棎 鞓來枼鞚� 氙胳箻歆� 鞎婌潉 瓴冹溂搿� 鞓堨儊霅╇媹雼�.
鞚挫爠 3臧滌洈 霃欖晥 雼るジ 毵る弰 氤搓碃電� 鞐嗢棃鞀惦媹雼�. 鞝滌稖鞛愲姅 牍勱车臧� 攵�鞝曥爜 鞝曤炒臧� 鞐嗢潓鞚� 頇曥澑頃橂┌, 鞝滌稖鞚� 攴滌箼 144鞚� 靷爠 韱奠 鞖旉贝鞚� 於╈”頃╇媹雼�. 鞚� 氍胳劀電� Kinder Morgan鞚� 靷梾, 鞛 鞝勲 霕愲姅 鞛愲掣 甑“鞐� 氤�霃欖澊 鞐嗢潓鞚� 鞎岆Μ氅�, 雼 鞚检儊鞝侅澊瓿� 靻岅窚氇� 雮措秬鞛� 毵る弰鞚� 鞝堨皑鞝� 瓿店皽鞐� 攵堦臣頃╇媹雼�.
D茅p么t du formulaire 144 : Un initi茅 non identifi茅 de Kinder Morgan, Inc. (KMI) a inform茅 la SEC de son intention de vendre jusqu'脿 40 000 actions ordinaires aux alentours du 04/08/2025 via Morgan Stanley Smith Barney. Au prix implicite indiqu茅 dans l'avis, le bloc repr茅sente environ 1,124 million de dollars.
Les actions proviennent d'unit茅s d'actions restreintes qui ont 茅t茅 acquises le 31/07/2025. Avec environ 2,222 milliards d'actions KMI en circulation, la vente propos茅e repr茅sente moins de 0,002 % du flottant total 鈥� un volume qui ne devrait pas influencer la liquidit茅, le contr么le ou le cours du march茅.
Aucune autre vente n'a 茅t茅 signal茅e au cours des trois mois pr茅c茅dents. Le d茅clarant affirme qu'il n'existe aucune information n茅gative non publique et que la soumission respecte l'exigence de pr茅avis de la r猫gle 144. Le document n'indique aucun changement dans les op茅rations, les pr茅visions financi猫res ou la structure du capital de Kinder Morgan ; il s'agit strictement d'une divulgation proc茅durale concernant une vente interne de petite ampleur et de routine.
Formular 144 Einreichung: Ein nicht identifizierter Insider von Kinder Morgan, Inc. (KMI) hat der SEC die Absicht mitgeteilt, bis zu 40.000 Stammaktien etwa am 04.08.2025 眉ber Morgan Stanley Smith Barney zu verkaufen. Zum im Hinweis angegebenen Preis ist das Aktienpaket etwa 1,124 Millionen US-Dollar wert.
Die Aktien stammen aus Restricted Stock Units, die am 31.07.2025 f盲llig wurden. Bei rund 2,222 Milliarden ausstehenden KMI-Aktien entspricht der geplante Verkauf weniger als 0,002 % des Gesamtstreubesitzes 鈥� ein Betrag, der voraussichtlich keine Auswirkungen auf Liquidit盲t, Kontrolle oder Marktpreis hat.
Im vorangegangenen Dreimonatszeitraum wurden keine weiteren Verk盲ufe gemeldet. Der Einreicher best盲tigt, dass keine nicht 枚ffentlichen negativen Informationen vorliegen und die Einreichung die Vorank眉ndigungspflicht gem盲脽 Regel 144 erf眉llt. Das Dokument signalisiert keine 脛nderungen in den Gesch盲ftst盲tigkeiten, der Finanzprognose oder der Kapitalstruktur von Kinder Morgan; es handelt sich ausschlie脽lich um eine formale Offenlegung eines routinem盲脽igen, kleineren Insider-Verkaufs.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly period ended
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Commission File Number:
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Securities registered pursuant to Section 12(b) of the Act:
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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 ☐ |
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Emerging growth company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
As of July 31, 2025, there were
FREIGHTCAR AMERICA, INC.
INDEX TO FORM 10-Q
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Item |
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PART I – FINANCIAL INFORMATION |
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1. |
Financial Statements: |
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Condensed Consolidated Balance Sheets (Unaudited) as of |
3 |
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Condensed Consolidated Statements of Operations (Unaudited) for the |
4 |
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Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the |
5 |
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Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit (Unaudited) for the |
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Condensed Consolidated Statements of Cash Flows (Unaudited) for the |
8 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
4. |
Controls and Procedures |
27 |
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PART II – OTHER INFORMATION |
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1. |
Legal Proceedings |
28 |
2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
28 |
3. |
Defaults Upon Senior Securities |
28 |
4. |
Mine Safety Disclosures |
28 |
5. |
Other Information |
28 |
6. |
Exhibits |
28 |
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Signatures |
29 |
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
FreightCar America, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except for share data)
(Unaudited)
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June 30, |
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December 31, |
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Assets |
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Current assets |
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Cash, cash equivalents and restricted cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance for credit losses of $ |
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VAT receivable |
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Inventories, net |
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Assets held for sale |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Right of use asset operating lease |
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Right of use asset finance lease |
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Deferred income taxes |
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Other long-term assets |
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Total assets |
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$ |
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Liabilities and Stockholders’ Deficit |
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Current liabilities |
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Accounts and contractual payables |
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Accrued payroll and other employee costs |
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Accrued warranty |
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Customer deposits |
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Deferred revenue |
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Current portion of long-term debt |
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Lease liability finance lease, current |
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Other current liabilities |
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Total current liabilities |
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Long-term debt, net of current portion |
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Warrant liability |
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Accrued pension costs |
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Lease liability operating lease, long-term |
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Lease liability finance lease, long-term |
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Other long-term liabilities |
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Total liabilities |
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Stockholders’ deficit |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements (Unaudited).
3
FreightCar America, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except for share and per share data)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenues |
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Cost of sales |
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Gross profit |
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Selling, general and administrative expenses |
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Litigation settlement |
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Operating income |
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|
|
|
|
||||
Interest expense |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
(Loss) gain on change in fair market value of Warrant liability |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Other income (expense) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
(Loss) income before income taxes |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Income tax (benefit) provision |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net income (loss) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Net earnings (loss) per common share - basic |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Net earnings (loss) per common share - diluted |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Weighted average common shares outstanding – basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding – diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
4
FreightCar America, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain on commodity swap derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain (loss) on foreign currency derivatives |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Pension and post-retirement liability adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
5
FreightCar America, Inc.
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit
(In thousands, except for share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
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 |
|
|
Deficit |
|
|
Deficit |
|
||||||||
Balance, March 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||||
Net income |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accretion of Series C preferred shares issuance costs |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Restricted stock awards |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Exercise of stock appreciation rights |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Stock-based compensation recognized |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Balance, June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, March 31, 2025 |
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||
Net income |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||
Restricted stock awards |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Exercise of stock options and appreciation rights |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Stock-based compensation recognized |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Balance, June 30, 2025 |
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
6
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 |
|
|
Deficit |
|
|
Deficit |
|
||||||||
Balance, December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Accretion of Series C preferred shares issuance costs |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Restricted stock awards |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Employee stock settlement |
|
|
- |
|
|
|
- |
|
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Forfeiture of restricted stock awards |
|
|
- |
|
|
|
- |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Exercise of stock option and appreciation rights |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Stock-based compensation recognized |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Balance, June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2024 |
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||
Net income |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||
Restricted stock awards |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Employee stock settlement |
|
|
- |
|
|
|
- |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Exercise of stock options and appreciation rights |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Stock-based compensation recognized |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Balance, June 30, 2025 |
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||
See Notes to Condensed Consolidated Financial Statements (Unaudited).
7
FreightCar America, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities |
|
|
|
|||||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Non-cash lease expense on right of use assets |
|
|
|
|
|
|
||
(Gain) loss on change in fair market value for Warrant liability |
|
|
( |
) |
|
|
|
|
Stock-based compensation recognized |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Other non-cash items, net |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
VAT receivable |
|
|
( |
) |
|
|
|
|
Inventories |
|
|
( |
) |
|
|
|
|
Accounts and contractual payables |
|
|
|
|
|
( |
) |
|
Income taxes payable, net |
|
|
( |
) |
|
|
( |
) |
Lease liability |
|
|
( |
) |
|
|
( |
) |
Customer deposits |
|
|
|
|
|
|
||
Other assets and liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash flows provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchase of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of assets held for sale, net of selling costs |
|
|
|
|
|
|
||
Net cash flows used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Deferred financing costs |
|
|
( |
) |
|
|
|
|
Borrowings on revolving line of credit |
|
|
|
|
|
|
||
Repayments on revolving line of credit |
|
|
|
|
|
( |
) |
|
Repayments on term loan |
|
|
( |
) |
|
|
|
|
Employee stock settlement |
|
|
( |
) |
|
|
( |
) |
Financing lease payments |
|
|
( |
) |
|
|
( |
) |
Net cash flows used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash, cash equivalents and restricted cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Supplemental cash flow information |
|
|
|
|
|
|
||
Interest paid |
|
$ |
|
|
$ |
|
||
Income taxes paid |
|
$ |
|
|
$ |
|
||
Change in unpaid construction in process |
|
$ |
|
|
$ |
( |
) |
|
See Notes to Condensed Consolidated Financial Statements (Unaudited).
8
FreightCar America, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except for share and per share data and unless otherwise noted)
Note 1 – Description of the Business
FreightCar America, Inc. (“FreightCar”) operates primarily in North America through its direct and indirect subsidiaries (collectively with FreightCar, the “Company”, “we”, “us”, or “our”), and designs and manufactures a wide range of railroad freight cars, completes railcar rebody and repair services, provides railcar conversion services that repurpose idled rail assets back into revenue service, and supplies railcar parts. The Company designs and builds high-quality railcars, including boxcars, covered and open-top hopper cars, intermodal and non-intermodal flat cars, mill gondola cars, coil steel cars and coal cars. The Company is headquartered in Chicago, Illinois and has facilities in the following locations: Johnstown, Pennsylvania; Qingdao, People’s Republic of China, and Castaños, Coahuila, Mexico (the “Manufacturing Facility”).
Note 2 – Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of FreightCar and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The foregoing financial information has been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial reporting. The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year. The accompanying interim financial information is unaudited; however, the Company believes the financial information reflects all adjustments (consisting of items of a normal recurring nature) necessary for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP. The 2024 year-end balance sheet data was derived from the audited financial statements as of December 31, 2024.
Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation. There is no impact on previously reported consolidated statements of operations or statements of cash flows as a result of these reclassifications. In the absence of specific guidance under GAAP, the Company elected to apply International Accounting Standard (“IAS”) 20 by analogy to account for an Employee Retention Credit (“ERC”) of $
Note 3 – Revenue Recognition
The following table disaggregates the Company’s revenues by major source:
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Railcar sales |
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$ |
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$ |
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$ |
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$ |
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Aftermarket sales |
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Revenues from contracts with customers |
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Leasing revenues |
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Total revenues |
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$ |
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$ |
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$ |
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$ |
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Contract Balances and Accounts Receivable
Contract assets represent the Company’s rights to consideration for performance obligations that have been satisfied but for which the terms of the contract do not permit billing at the reporting date. The Company had
9
December 31, 2024. The Company may receive cash payments from customers in advance of the Company satisfying performance obligations under its sales contracts resulting in deferred revenue or customer deposits, which are considered contract liabilities. Deferred revenue and customer deposits, reported on separate lines in the Company’s condensed consolidated balance sheets, are classified as either current or long-term liabilities in the condensed consolidated balance sheets based on the timing of when the Company expects to recognize the related revenue. Customer deposits were $
Performance Obligations
The Company is electing not to disclose the value of the remaining unsatisfied performance obligations with a duration of one year or less as permitted by ASU 2014-09, Revenue from Contracts with Customers. The Company had remaining unsatisfied performance obligations as of June 30, 2025 with expected duration of greater than one year of $
Note 4 – Segment Information
The Company’s operations consist of
The Company’s designated Chief Operating Decision Maker (“CODM”) is our President and Chief Executive Officer. The CODM uses segment gross profit and segment operating income to allocate resources to segments during the planning and forecasting process and assess performance in a given period. Segment gross profit and segment operating income include all external revenues attributable to the segments as well as operating costs and income that management believes are directly attributable to the current production of goods and services. The Company’s management reporting package does not include interest revenue, interest expense or income taxes allocated to individual segments and these items are not considered as a component of segment operating income. Intersegment revenues were not material in any period presented.
A summary of segment information and reconciliation to consolidated (loss) income before income taxes is as follows:
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Three Months Ended |
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June 30, 2025 |
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Manufacturing |
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Aftermarket |
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Corporate |
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Total |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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$ |
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$ |
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$ |
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$ |
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Other segment items (1) |
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Operating income (loss) |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Reconciliation to consolidated loss before income taxes: |
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Consolidated interest expense |
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( |
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Loss on change in fair market value of Warrant liability |
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( |
) |
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Consolidated other income |
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Consolidated loss before income taxes |
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$ |
( |
) |
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(1)
10
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Three Months Ended |
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June 30, 2024 |
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Manufacturing |
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Aftermarket |
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Corporate |
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Total |
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||||
Revenues |
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$ |
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$ |
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$ |
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$ |
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||||
Cost of sales |
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Gross profit |
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$ |
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$ |
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$ |
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$ |
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Other segment items (1) |
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( |
) |
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Operating income (loss) |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Reconciliation to consolidated income before income taxes: |
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Consolidated interest expense |
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( |
) |
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Gain on change in fair market value of Warrant liability |
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Consolidated other expense |
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( |
) |
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Consolidated income before income taxes |
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$ |
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(1)
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Six Months Ended |
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June 30, 2025 |
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Manufacturing |
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Aftermarket |
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Corporate |
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Total |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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||||
Cost of sales |
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Gross profit |
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$ |
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$ |
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$ |
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$ |
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Other segment items (1) |
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Operating income (loss) |
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$ |
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$ |
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$ |
( |
) |
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$ |
|
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Reconciliation to consolidated income before income taxes: |
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Consolidated interest expense |
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( |
) |
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Gain on change in fair market value of Warrant liability |
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Consolidated other income |
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Consolidated income before income taxes |
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$ |
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(1)
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Six Months Ended |
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June 30, 2024 |
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Manufacturing |
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Aftermarket |
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Corporate |
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Total |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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||||
Cost of sales |
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|
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Gross profit |
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$ |
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$ |
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$ |
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$ |
|
||||
Other segment items (1) |
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( |
) |
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|
|||
Operating income (loss) |
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$ |
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$ |
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$ |
( |
) |
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$ |
|
|||
Reconciliation to consolidated loss before income taxes: |
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||||
Consolidated interest expense |
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( |
) |
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Loss on change in fair market value of Warrant liability |
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( |
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Consolidated other expense |
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( |
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Consolidated loss before income taxes |
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$ |
( |
) |
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(1)
11
A summary of segment depreciation, amortization and capital expenditures is as follows:
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
|
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Depreciation and amortization: |
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Manufacturing |
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$ |
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$ |
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$ |
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$ |
|
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Aftermarket |
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Corporate |
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Consolidated depreciation and amortization |
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$ |
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$ |
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$ |
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$ |
|
||||
Capital expenditures: |
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|
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Manufacturing |
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$ |
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$ |
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$ |
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$ |
|
||||
Aftermarket |
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Corporate |
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Consolidated capital expenditures |
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$ |
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$ |
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$ |
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$ |
|
||||
Segment assets represent operating assets and exclude intersegment accounts, deferred tax assets and income tax receivables. The Company does not allocate cash and cash equivalents to its operating segments as the Company’s treasury function is managed at the corporate level.
|
|
June 30, |
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December 31, |
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||
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|
2025 |
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2024 |
|
||
Assets: |
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|
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||
Manufacturing |
|
$ |
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$ |
|
||
Aftermarket |
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Corporate |
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Total operating assets |
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Consolidated income taxes receivable |
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|
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Consolidated assets |
|
$ |
|
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$ |
|
||
A summary of revenues and long-lived assets by geographic information is as follows:
|
Geographic Information |
|
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Revenues |
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Long Lived Assets (a) |
|
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Three Months Ended |
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Six Months Ended |
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|
||||||||||||
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|
June 30, |
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|
June 30, |
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June 30, |
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December 31, |
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||||||||||||
|
|
2025 |
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2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||
United States |
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$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
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|
$ |
|
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Mexico |
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Total |
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$ |
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|
$ |
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$ |
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$ |
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$ |
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|
$ |
|
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(a)
Note 5 – Fair Value Measurements
The following table sets forth by level within the fair value hierarchy the Company’s financial assets that were recorded at fair value on a recurring basis and the Company’s non-financial assets that were recorded at fair value on a non-recurring basis.
Recurring Fair Value Measurements |
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As of June 30, 2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets: |
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|
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Commodity swap derivative asset |
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$ |
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$ |
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$ |
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|
$ |
|
||||
Foreign currency derivative asset |
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$ |
|
|
$ |
|
|
$ |
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$ |
|
||||
Liabilities: |
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|
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|
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|
||||
Warrant liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
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12
Recurring Fair Value Measurements |
|
As of December 31, 2024 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Liabilities: |
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|
||||
Warrant liability |
|
$ |
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$ |
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$ |
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$ |
|
||||
Foreign currency derivative liability |
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$ |
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|
$ |
|
|
$ |
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|
$ |
|
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Non-recurring Fair Value Measurements |
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During the Year Ended December 31, 2024 |
|
|||||||||||||
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
|
||||
Assets: |
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|
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Assets held for sale |
|
$ |
|
|
$ |
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|
$ |
|
|
$ |
|
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The fair value of the Company’s Warrant (as defined in Note 10 - Warrants) liability recorded in the Company’s financial statements, determined using the quoted price of the Company’s common stock, par value $
The fair value of the Company’s foreign currency forward contracts, determined using exit prices obtained from each counterparty, which are based on currency spot and forward rates, as of June 30, 2025 and December 31, 2024 in an active market, is a Level 2 measurement. For further information, see Note 15 - Derivatives.
The fair value of the Company’s commodity swap contracts, determined using quoted market prices obtained from each counterparty, which are based on the current market and contractual prices for the underlying instruments, as of June 30, 2025 in an active market, is a Level 2 measurement. For further information, see Note 15 - Derivatives.
The fair value of the Company’s fleet of triple hopper aggregate railcars held for sale determined using a market-based appraisal, during the year ended December 31, 2024, is a Level 3 measurement. In April 2025, the Company sold the railcars in their current condition.
Note 6 – Restricted Cash
The Company establishes restricted cash balances (i) when required by customer contracts, (ii) to collateralize standby letters of credit, (iii) to collateralize corporate card programs and (iv) to collateralize foreign currency derivative contracts. The carrying value of restricted cash approximates its fair value.
The Company’s restricted cash balances are as follows:
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|
June 30, |
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|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Restricted cash from customer deposit |
|
$ |
|
|
$ |
|
||
Restricted cash to collateralize standby letters of credit |
|
|
|
|
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|
||
Restricted cash to collateralize corporate card program |
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|
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|
||
Restricted cash to collateralize foreign currency derivatives |
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|
|
|
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|
||
Total restricted cash and restricted cash equivalents |
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$ |
|
|
$ |
|
||
Note 7 – Inventories
Inventories, net of reserve for excess and obsolete items, consist of the following:
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Raw materials |
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$ |
|
|
$ |
|
||
Work in process |
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|
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|
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Finished railcars |
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|
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|
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Parts inventory |
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|
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|
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|
||
Total inventories, net |
|
$ |
|
|
$ |
|
||
13
Inventory on the Company’s condensed consolidated balance sheets includes reserves of $
Note 8 – Product Warranties
Warranty terms are based on the negotiated railcar sale, rebody or conversion contract, as applicable.
|
|
|
For the Six Months Ended June 30, |
|
|
||||||
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|
2025 |
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|
2024 |
|
|
||
|
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|
||
Balance at the beginning of the period |
|
|
$ |
|
|
|
$ |
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|
||
Current year provision |
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|
||
Reductions for payments, costs of repairs and other |
|
|
|
( |
) |
|
|
|
( |
) |
|
Adjustments to prior warranties |
|
|
|
( |
) |
|
|
|
( |
) |
|
Balance at the end of the period |
|
|
$ |
|
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Adjustments to prior warranties include changes in the warranty reserve for warranties issued in prior periods due to expiration of the warranty period, revised warranty cost estimates and other factors.
Note 9 – Debt Financing and Credit Facilities
Long-term debt consists of the following as of June 30, 2025 and December 31, 2024:
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Term loan |
|
$ |
|
|
$ |
|
||
Less term loan deferred financing costs |
|
|
( |
) |
|
|
( |
) |
Total debt, net of deferred financing costs |
|
|
|
|
|
|
||
Less amounts due within one year |
|
|
( |
) |
|
|
( |
) |
Long-term debt, net of current portion |
|
$ |
|
|
$ |
|
||
On December 31, 2024, the Company entered into a term loan agreement by and among the Company, FreightCar North America, LLC and certain subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto, and Blue Torch Finance LLC, as collateral agent and administrative agent in the principal amount of $
The Term Loan bears interest at the Term Secured Overnight Refinancing Rate (“Term SOFR”) rate, with a floor of
On February 12, 2025 (the “ABL Effective Date”), the Company entered into a new revolving credit facility by and among the Company, FreightCar North America, LLC, certain subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto, and Bank of America, N.A., as agent for the lenders in the form of an asset backed credit facility exists in the maximum aggregate principal amount of $
14
Extensions of credit under the ABL are subject to availability under a borrowing base comprised of various percentages of the value of eligible inventory and accounts receivable, which also serves as collateral for borrowings under the ABL. The ABL contains both affirmative and negative covenants, as well as certain financial covenants that are triggered if the availability drops below a certain level. These financial covenants remain in effect as long as the availability stays below that level. The Company is in compliance with such covenants as of June 30, 2025. Revolving loans outstanding bear interest at the Term SOFR rate plus an applicable margin ranging from
The fair value of debt approximates its carrying value as of June 30, 2025 as the interest rate is variable and resets periodically based on Term SOFR. There have been no significant changes in the Company’s credit risk or the relevant market spreads since origination.
Note 10 – Warrants
The Company issued warrants to OC III LFE II LP (“OC III LFE”) and various affiliates of OC III LFE (collectively, the “Warrantholder”) in previous years to purchase a number of shares of Common Stock equal to
The 2020 Warrant, issued in November 2020, was exercisable for an aggregate of
Note 11 – Mezzanine Equity
In May 2023, the Company issued to OC III LFE
15
Note 12 – Accumulated Other Comprehensive Income
The changes in accumulated other comprehensive income consist of the following:
Three months ended June 30, 2025 |
|
Pre-Tax |
|
|
Tax |
|
|
After-Tax |
|
|||
Pension liability activity: |
|
|
|
|
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|||
Reclassification adjustment for amortization of net loss (pre-tax other income) |
|
$ |
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$ |
( |
) |
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$ |
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||
Commodity and foreign currency derivative asset activity: |
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Unrealized gain on commodity swap derivatives |
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( |
) |
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Unrealized gain on foreign currency derivatives |
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( |
) |
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||
|
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$ |
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$ |
( |
) |
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$ |
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||
Three months ended June 30, 2024 |
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Pension liability activity: |
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|||
Reclassification adjustment for amortization of net loss (pre-tax other income) |
|
$ |
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$ |
- |
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|
$ |
|
||
Foreign currency derivative asset activity: |
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|||
Unrealized loss on foreign currency derivatives |
|
|
( |
) |
|
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- |
|
|
|
( |
) |
|
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
( |
) |
Six months ended June 30, 2025 |
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Pension liability activity: |
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|||
Reclassification adjustment for amortization of net loss (pre-tax other income) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Commodity and foreign currency derivative asset activity: |
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|||
Unrealized gain on commodity swap derivatives |
|
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( |
) |
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||
Unrealized gain on foreign currency derivatives |
|
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( |
) |
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||
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$ |
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$ |
( |
) |
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$ |
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Six months ended June 30, 2024 |
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Pension liability activity: |
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|||
Reclassification adjustment for amortization of net loss (pre-tax other income) |
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
Foreign currency derivative asset activity: |
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|||
Unrealized loss on foreign currency derivatives |
|
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( |
) |
|
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- |
|
|
|
( |
) |
|
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
( |
) |
The components of accumulated other comprehensive income consist of the following:
|
|
June 30, |
|
|
December 31, |
|
||
|
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2025 |
|
|
2024 |
|
||
Unrecognized pension income, net of tax of $ |
|
$ |
|
|
$ |
|
||
Unrealized gain on commodity swap derivatives, net of tax of $ |
|
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|
|
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||
Unrealized gain (loss) on foreign currency derivatives, net of tax of $ |
|
|
|
|
|
( |
) |
|
|
|
$ |
|
|
$ |
|
||
Note 13 – Stock-Based Compensation
Total stock-based compensation was $
In June 2023, the Company issued
16
Note 14 – Employee Benefit Plans
The Company has a qualified, defined benefit pension plan (the “Plan”) that was established to provide benefits to certain employees. The Plan is frozen and participants are no longer accruing benefits. Generally, contributions to the Plan were not less than the minimum amounts required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and not more than the maximum amount that can be deducted for federal income tax purposes. The Plan assets are held by an independent trustee and consist primarily of equity and fixed income securities.
The components of net periodic benefit cost for the three and six months ended June 30, 2025 and 2024, are as follows:
|
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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||||||||||
Pension Benefits |
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2025 |
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2024 |
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2025 |
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2024 |
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||||
Interest cost |
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$ |
|
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$ |
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$ |
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$ |
|
||||
Expected return on plan assets |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Amortization of unrecognized net income |
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||||
|
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$ |
|
|
$ |
|
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$ |
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$ |
|
||||
The Company made
Note 15 – Derivatives
The Company’s operations and expenditures in its normal course of business are subject to opportunities and risks related to foreign currency and commodity price fluctuations. From time to time, the Company utilizes foreign currency forward contracts to hedge Mexican Peso denominated expenses against exchange rate volatility, and commodity swap contracts to hedge anticipated and probable commodity price fluctuations.
Since 2023, the Company has entered into foreign currency forward
The Company does not have any non-designated derivatives. The Company assesses the assumed effectiveness of the contracts at each reporting period. The derivative instruments are recorded on the balance sheets at fair value. The Company records unrealized gains or losses related to changes in the fair value of the derivative instruments in other comprehensive income as long as the contracts are assumed to be effective. Amounts accumulated in other comprehensive income are reclassified to the condensed consolidated statements of operations on the same line as the items being hedged when the hedged item impacts earnings or upon determination that the contract is no longer assumed to be effective.
The notional amounts of outstanding derivative instruments are as follows:
|
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June 30, |
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December 31, |
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||
Notional Amount |
|
2025 |
|
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2024 |
|
||
Derivative instruments designated as hedges: |
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||
Commodity swap derivatives |
|
$ |
|
|
$ |
|
||
Foreign currency derivatives |
|
$ |
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|
$ |
|
||
The fair value of outstanding derivative instruments designated as hedges are as follows:
17
|
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June 30, |
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December 31, |
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Fair Value |
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2025 |
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2024 |
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||
Other current assets: |
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Commodity swap derivatives |
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$ |
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$ |
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Foreign currency derivatives |
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$ |
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$ |
|
||
Other current liabilities: |
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Foreign currency derivatives |
|
$ |
|
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$ |
|
||
The Company did not realize gains or losses related to commodity swap derivatives during the three and six months ended June 30, 2025.
|
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Amount of Gain Recognized |
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Amount of Loss/(Gain) Recognized |
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Three Months Ended |
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Six Months Ended |
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||||||||||
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Location of AG真人官方ized Loss/(Gain) Recognized in the Condensed Consolidated Statements of Operations |
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2025 |
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2024 |
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2025 |
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2024 |
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||||
Derivative instruments designated as cash flow hedges: |
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Foreign currency derivatives |
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Cost of sales |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Note 16 - Commitments and Contingencies
The Company is involved in various litigation matters from time to time, including intellectual property litigation, and warranty and repair claims incidental to the conduct of our business. Although the Company is taking actions to vigorously contest these matters, it is not possible to determine the outcome of these matters and proceedings. The Company does not believe these actions will have a material adverse effect on our financial position, results of operations or cash flows.
18
Note 17 – Earnings (Loss) Per Share
The net income (loss) available to common stockholders and weighted-average common shares outstanding are as follows:
|
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Three Months Ended |
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Six Months Ended |
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||||||||||
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2025 |
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2024 |
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2025 |
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2024 |
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Numerator: |
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Net income (loss) |
|
$ |
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$ |
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$ |
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$ |
( |
) |
|||
Accretion of financing fees |
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( |
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( |
) |
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Accrued dividends on Series C Preferred Stock |
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( |
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( |
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Allocation of undistributed earnings to nonvested restricted shares |
|
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( |
) |
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( |
) |
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Net income (loss) available to common stockholders - basic |
|
$ |
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$ |
|
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$ |
|
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$ |
( |
) |
|||
Undistributed earnings reallocated to nonvested restricted shares |
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Net income (loss) available to common stockholders - diluted |
|
$ |
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$ |
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$ |
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$ |
( |
) |
|||
Denominator: |
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Weighted average common shares outstanding |
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Issuance of Warrants |
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Weighted average common shares outstanding - basic |
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Issuance of Fixed Warrants |
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Dilutive effect of employee stock options |
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Weighted average common shares outstanding - diluted |
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The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for Common Stock and participating securities. The Company’s participating securities are its grants of restricted stock which contain non-forfeitable rights to dividends. The Company allocates earnings between both classes; however, in periods of undistributed losses, they are only allocated to common shares as the unvested restricted stockholders do not contractually participate in losses of the Company. The Company computes basic earnings per share by dividing net income allocated to common shareholders by the weighted average number of shares outstanding during the period. Warrants issued in connection with the Company’s long-term debt were issued at a nominal exercise price and are considered outstanding at the date of issuance. The 2023 Warrant was issued out-of-the money and the Company will apply the treasury stock method to the 2023 Warrant when computing earnings per share. Diluted earnings per share is calculated to give effect to all potentially dilutive common shares that were outstanding during the period. Weighted average diluted common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and the assumed vesting of non-vested share awards. For the three months ended June 30, 2025 and 2024,
Note 18 – Related Parties
The following persons are owners of Fabricaciones y Servicios de México, S.A. de C.V. (“Fasemex”): Jesús Gil, a director of the Company; and Alejandro Gil and Salvador Gil, siblings of Jesús Gil. Fasemex owns approximately
The Company paid $
Until June 9, 2025, Commercial Specialty Truck Holdings, LLC (“CSTH”) was minority owned by James R. Meyer, a member of our Board, our former CEO, and beneficial owner of over
19
interest in CSTH, at which point CSTH ceased to be a related party. The Company sold specialty parts supplies in an amount equal to $
Note 19 – Income Taxes
The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. The Company’s reported effective income tax rate was
The lower effective tax rate for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, is primarily due to the release of the majority of the valuation allowance in the United States on federal and state deferred tax assets. The positive pre-tax income for the six months ended June 30, 2025, when compared to the overall tax benefit, results in a negative effective tax rate for the respective period.
Effective tax rates for the three and six months ended June 30, 2025 differ from the United States statutory rate of
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain forward-looking statements including, in particular, statements about our plans, strategies and prospects. We have used the words “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “likely,” “unlikely,” “intend” and similar expressions in this report to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. However, forward-looking statements inherently involve potential risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. These potential 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; potential unexpected changes in laws, rules, and regulatory requirements, including tariffs and trade barriers (including recent United States tariffs imposed or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions taken by such countries); and other competitive factors. The factors listed above are not exhaustive. Other sections of this Quarterly Report on Form 10-Q include additional factors that could materially and adversely affect our business, financial condition and results of operations. New factors emerge from time to time and it is not possible for management to predict the impact of all of these factors on our business, financial condition or results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not rely on forward-looking statements as a prediction of actual results. We expressly disclaim any duty to provide updates to forward-looking statements, and the estimates and assumptions associated with them, in order to reflect changes in circumstances or expectations or the occurrence of unanticipated events except to the extent required by applicable securities laws.
OVERVIEW
You should read the following discussion in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”
We are a diversified manufacturer of railcars and railcar components. We design and manufacture a broad variety of railcar types for transportation of bulk commodities and containerized freight products primarily in North America. We also provide railcar rebody and repair services, railcar conversion services that repurpose idled rail assets back into revenue service, and supply railcar parts. We have been manufacturing railcars since 1901.
The Company’s operations consist of two operating and reportable segments, Manufacturing and Aftermarket. The Company identifies reportable segments based on differences in products and services. The Company’s Manufacturing segment includes new railcar manufacturing, used railcar sales, and major conversions and rebodies. The Company’s Aftermarket segment includes the selling of forged, cast and fabricated railcar parts and supplies for all railcar types, and provides aftermarket services including safety training, railcar inspections, and preventative maintenance.
Our Manufacturing segment revenues are generated primarily from sales of the railcars that we manufacture. Our Manufacturing segment sales depend on industry demand for new railcars, which is driven by overall economic conditions and the demand for railcar transportation of various products such as steel products, minerals, cement, motor vehicles, forest products, agricultural commodities and coal. Our Manufacturing segment sales are also affected by competitive market pressures that impact our market share, the prices for our railcars and by the types of railcars sold. Our Manufacturing segment revenues also include revenues from railcar conversions and rebodies. Our Aftermarket segment revenues are generated primarily from sales of forged, cast and fabricated railcar parts and supplies for all railcar types.
The variable purchase patterns of our customers and the timing of completion, delivery and customer acceptance may cause our revenues and income from operations to vary substantially each quarter, which will result in significant fluctuations in our quarterly results. Further, recent changes to United States and foreign trade policies, including the imposition of new tariffs, have created increased geopolitical and macroeconomic uncertainty. Future changes in governmental and economic policies could impact our cost structure, demand for our products and results of operation. We continue to actively monitor new global trade policies and remain focused on strategic initiatives to drive operational efficiencies.
21
Total net railcar orders received for the six months ended June 30, 2025 were 2,476 units, consisting of 1,776 new railcars and 700 converted and rebodied railcars, compared to orders for 3,301 units, consisting of 1,906 new railcars and 1,395 converted and rebodied railcars for the six months ended June 30, 2024. Total backlog of unfilled orders was 3,624 units as of June 30, 2025, compared to 2,797 railcars as of December 31, 2024. The estimated sales value of the backlog was $317 million and $267 million as of June 30, 2025 and December 31, 2024, respectively. The decrease in the number of net railcar orders received for the six months ended June 30, 2025 compared to the prior year period is primarily a reflection of broader market uncertainty and global trade volatility.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2025 compared to Three Months Ended June 30, 2024
Revenues
Our consolidated revenues for the three months ended June 30, 2025 were $118.6 million, compared to $147.4 million for the three months ended June 30, 2024. Manufacturing segment revenues for the three months ended June 30, 2025 were $110.7 million, compared to $142.5 million for the corresponding prior year period. The $31.8 million decrease in Manufacturing segment revenues was primarily driven by a decrease in the volume of railcar units delivered from 1,159 railcars during the three months ended June 30, 2024 to 939 railcars during the three months ended June 30, 2025. This decline was mainly driven by a strategic shift in the product mix toward higher-margin railcars during the three months ended June 30, 2025. Aftermarket segment revenues for the three months ended June 30, 2025 were $7.9 million, compared to $4.9 million for the three months ended June 30, 2024, reflecting higher parts sales driven by favorable volume during the three months ended June 30, 2025.
Gross Profit
Our consolidated gross profit was $17.8 million for the three months ended June 30, 2025, compared to $18.4 million for the three months ended June 30, 2024. Consolidated gross margin for the three months ended June 30, 2025 and 2024 was 15.0% and 12.5%, respectively. Manufacturing segment gross profit was $14.9 million for the three months ended June 30, 2025, compared to $16.0 million for the three months ended June 30, 2024. Manufacturing segment gross margin for the three months ended June 30, 2025 and 2024, was 13.5% and 11.2%, respectively. The $0.6 million decrease and 2.5% increase in consolidated gross profit and gross margin, respectively, driven by the $1.1 million decrease and 2.3% increase in Manufacturing segment gross profit and gross margin, respectively, reflect a decrease in volume of units delivered offset by a favorable product mix. Aftermarket segment gross profit for the three months ended June 30, 2025 was $2.9 million, compared to $2.4 million for the three months ended June 30, 2024. The $0.5 million increase in Aftermarket gross profit is primarily due to favorable volume.
Selling, General and Administrative Expenses
Consolidated selling, general and administrative expenses were $10.1 million for the three months ended June 30, 2025, compared to $8.5 million for the three months ended June 30, 2024. The $1.6 million increase in consolidated selling, general and administrative expenses was primarily due to an increase in professional services expenses of $1.4 million during the three months ended June 30, 2025. Manufacturing segment selling, general and administrative expenses were $0.4 million for the three months ended June 30, 2025, compared to $0.5 million for the three months ended June 30, 2024. Manufacturing segment selling, general and administrative expenses for each of the three months ended June 30, 2025 and 2024, were 0.4% of revenue. Aftermarket segment selling, general and administrative expenses were $0.5 million for the three months ended June 30, 2025, compared to $0.3 million during the three months ended June 30, 2024. Corporate selling, general and administrative expenses were $9.2 million for the three months ended June 30, 2025, compared to $7.6 million for the three months ended June 30, 2024, primarily driven by the aforementioned increases in professional services expenses during the three months ended June 30, 2025.
Litigation Settlement
During the three months ended June 30, 2025, we did not record any litigation settlements. During the three months ended June 30, 2024, we recorded a pre-tax litigation settlement of $3.2 million related to a dispute with a former lessee of our railcars.
(Loss) Gain on Change in Fair Market Value of Warrant Liability
Our loss on change in fair market value of Warrant liability was $47.6 million for the three months ended June 30, 2025, compared to our gain on change in fair market value of Warrant liability of $0.1 million for the three months ended June 30, 2024. The change in
22
fair market value of Warrant liability is driven by the fluctuation of stock price used to remeasure the liability at the end of each period as well as fluctuations in the number of implied warrant shares.
Other Income (Expense)
Other income was $3.3 million for the three months ended June 30, 2025, compared to other expense of $0.7 million for the three months ended June 30, 2024. The increase in other income is primarily driven by the $3.1 million Employee Retention Credit received during the three months ended June 30, 2025.
Income Taxes
Our income tax benefit was $52.7 million for the three months ended June 30, 2025, compared to our income tax provision of $2.5 million for the three months ended June 30, 2024. The increase in income tax benefit is primarily explained by the release of the majority of the valuation allowance in the United States on federal and state deferred tax assets.
Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024
Revenues
Our consolidated revenues for the six months ended June 30, 2025 were $214.9 million, compared to $308.5 million for the six months ended June 30, 2024. Manufacturing segment revenues for the six months ended June 30, 2025 were $200.9 million, compared to $298.3 million for the six months ended June 30, 2024. The $97.4 million decrease in Manufacturing segment revenues was primarily driven by a decrease in the volume of railcar units delivered from 2,382 railcars during the six months ended June 30, 2024 to 1,649 railcars during the six months ended June 30, 2025. This decline was mainly driven by a strategic shift in the product mix toward higher-margin railcars during the six months ended June 30, 2025. Aftermarket segment revenues for the six months ended June 30, 2025 were $14.0 million, compared to $10.2 million for the six months ended June 30, 2024, reflecting higher parts sales driven by favorable volume during the six months ended June 30, 2025.
Gross Profit
Our consolidated gross profit was $32.2 million for the six months ended June 30, 2025, compared to $29.8 million for the six months ended June 30, 2024. Consolidated gross margin for the six months ended June 30, 2025 and 2024, was 15.0% and 9.7%, respectively. Manufacturing segment gross profit was $27.0 million for the six months ended June 30, 2025, compared to $24.7 million for the six months ended June 30, 2024. Manufacturing gross margin for the six months ended June 30, 2025 and 2024, was 13.5% and 8.3%, respectively. The $2.4 million and 5.3% increases in consolidated gross profit and gross margin, respectively, driven by the $2.3 million and 5.2% increases in Manufacturing segment gross profit and gross margin, respectively, reflect a decrease in the volume of units delivered offset by a favorable product mix. Aftermarket segment gross profit for the six months ended June 30, 2025 was $5.2 million, compared to $5.1 million for the six months ended June 30, 2024. The $0.1 million increase in Aftermarket gross profit is primarily due to favorable volume.
Selling, General and Administrative Expenses
Consolidated selling, general and administrative expenses were $20.6 million for the six months ended June 30, 2025, compared to $16.0 million for the six months ended June 30, 2024. The $4.6 million increase in consolidated selling, general and administrative expenses was primarily due to increases in $1.1 million in stock-based compensation expenses and $3.0 million in professional services expenses during the six months ended June 30, 2025. Manufacturing segment selling, general and administrative expenses were $0.7 million for the six months ended June 30, 2025, compared to $0.9 million for the six months ended June 30, 2024. Manufacturing segment selling, general and administrative expenses for each of the six months ended June 30, 2025 and 2024, were 0.3% of revenue. Aftermarket segment selling, general and administrative expenses were $1.1 million for the six months ended June 30, 2025 compared to $0.8 million during the six months ended June 30, 2024. Corporate selling, general and administrative expenses were $18.8 million for the six months ended June 30, 2025, compared to $14.3 million for the six months ended June 30, 2024, primarily driven by the aforementioned increases in stock-based compensation and professional services expenses during the six months ended June 30, 2025.
Litigation Settlement
During the six months ended June 30, 2025, we did not record any litigation settlements. During the six months ended June 30, 2024, we recorded a pre-tax litigation settlement of $3.2 million related to a dispute with a former lessee of our railcars.
23
Gain (Loss) on Change in Fair Market Value of Warrant Liability
Our gain on change in fair market value of Warrant liability was $5.3 million for the six months ended June 30, 2025, compared to our loss on change in fair market value of Warrant liability of $15.5 million for the six months ended June 30, 2024. The change in fair market value of Warrant liability is driven by the fluctuation of stock price used to remeasure the liability at the end of each period as well as fluctuations in the number of implied warrant shares.
Other Income (Expense)
Other income was $3.2 million for the six months ended June 30, 2025, compared to other expense of $0.7 million for the six months ended June 30, 2024. The increase in other income is primarily driven by the $3.1 million Employee Retention Credit received during the six months ended June 30, 2025.
Income Taxes
Our income tax benefit was $50.9 million for the six months ended June 30, 2025, compared to our income tax benefit of $0.1 million for the six months ended June 30, 2024. The increase in income tax benefit is primarily explained by the release of the majority of the valuation allowance in the United States on federal and state deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
(In thousands, except for share and per share data and unless otherwise noted)
Our primary sources of liquidity are our cash and cash equivalent balances on hand and our credit and debt facilities outlined below.
On December 31, 2024, the Company entered into a term loan agreement by and among the Company, FreightCar North America, LLC and certain subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto, and Blue Torch Finance LLC, as collateral agent and administrative agent in the principal amount of $115,000 (the “Term Loan”) with a maturity date of December 31, 2028. The Term Loan contains both affirmative and negative covenants, as well as financial covenants, including covenants related to liquidity levels, assessed at any time, and quarterly leverage ratios commencing with the three months ended March 31, 2025. The Company is in compliance with such covenants as of June 30, 2025. Proceeds from the Term Loan were used to redeem in full the Preferred Stock (as defined in Note 11 - Mezzanine Equity). The Company incurred $6,511 in deferred financing costs that are presented as a reduction of the long-term debt balance and amortized to interest expense over the term of the Term Loan.
The Term Loan bears interest at the Term Secured Overnight Refinancing Rate (“Term SOFR”), with a floor of 3.00% per annum, plus an applicable margin of 6.00% per annum or at a base rate, as selected by the Company as the borrower. Base rate loans, with respect to the Term Loan, bear interest at the highest of (a) 4.00% per annum, (b) the federal funds rate plus 0.50%, (c) the prime rate or (d) the Term SOFR rate plus 1.00% per annum plus an applicable margin of 5.00%. The Term Loan bears interest at 10.3% as of June 30, 2025.
On February 12, 2025 (the “ABL Effective Date”), the Company entered into a new revolving credit facility by and among the Company, FreightCar North America, LLC, certain subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto, and Bank of America, N.A., as agent for the lenders in the form of an asset backed credit facility exists in the maximum aggregate principal amount of $35,000 (the “ABL”), subject to borrowing base requirements and consisting of revolving loans and a sub-facility for letters of credit. The ABL has a term ending on February 12, 2030, provided that if the aggregate outstanding principal amount and related obligations under the Term Loan have not been repaid in full or prior to October 1, 2028, or refinanced with a new maturity date no earlier than May 13, 2030, the term will end on October 2, 2028.
Extensions of credit under the ABL are subject to availability under a borrowing base comprised of various percentages of the value of eligible inventory and accounts receivable, which also serves as collateral for borrowings under the ABL. The ABL contains both affirmative and negative covenants, as well as certain financial covenants that are triggered if the availability drops below a certain level. These financial covenants remain in effect as long as the availability stays below that level. The Company is in compliance with such covenants as of June 30, 2025. Revolving loans outstanding bear interest at the Term SOFR rate plus an applicable margin ranging from 1.50% to 2.00% per annum or at a base rate plus an applicable margin ranging from 0.50% to 1.00% per annum, as selected by the Company as the borrower. Base rate loans, with respect to the ABL, bear interest at the highest of (a) the prime rate, (b) the federal funds rate plus 0.50% or (c) Term SOFR rate plus 1.00%, provided that the base rate may not be less than 1.00%. As of June 30, 2025, the ABL bears interest at 6.3% and the Company had borrowing availability of $22,478, of which $452 was reserved for the movement in mark to market valuation of our foreign currency derivatives and $197 was reserved to collateralize standby letters of credit for an office lease security deposit. The Company incurred $874 in deferred financing costs that are presented as an asset and amortized to interest expense over the term of the ABL.
24
Warrant
The Company issued warrants to OC III LFE II LP (“OC III LFE”) and various affiliates of OC III LFE (collectively, the “Warrantholder”) in previous years which are exercisable on the terms described in Note 10 - Warrants.
Additional Liquidity Factors
Based on our current level of operations and known changes in planned volume based on our backlog, we believe that our cash balances will be sufficient to meet our expected liquidity needs for at least the next twelve months. Our long-term liquidity is contingent upon future operating performance and our ability to continue to meet financial covenants under our revolving credit facilities, any other indebtedness and the availability of additional financing if needed. We may also require additional capital in the future to fund working capital for various reasons, such as future railcar demand; payments for contractual obligations; organic growth opportunities, including new plant and equipment and development of railcars; joint ventures; international expansion; and acquisitions, and these capital requirements could be substantial.
Based upon our operating performance and capital requirements, we may, from time to time, be required to raise additional funds through additional offerings of our equity or debt and through long-term borrowings. There can be no assurance that long-term debt, if needed, will be available on terms attractive to us, or at all. Furthermore, any additional equity financing may be dilutive to stockholders and debt financing, if available, may involve restrictive covenants. Our failure to raise capital if and when needed could have a material adverse effect on our results of operations and financial condition.
Cash Flows
The following table summarizes our cash flow activities for the six months ended June 30, 2025 and 2024:
|
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
21,322 |
|
|
$ |
31,875 |
|
Investing activities |
|
|
(353 |
) |
|
|
(2,269 |
) |
Financing activities |
|
|
(4,066 |
) |
|
|
(30,796 |
) |
Total |
|
$ |
16,903 |
|
|
$ |
(1,190 |
) |
Operating Activities. Our net cash provided by operating activities reflects net income (loss) adjusted for non-cash charges and changes in operating assets and liabilities. Cash flows from operating activities are affected by several factors, including fluctuations in business volume, contract terms for billings and collections, the timing of collections on our contract receivables, processing of payroll and associated taxes, payments to our suppliers and other operating activities. As some of our customers accept delivery of new railcars in train-set quantities, variations in our sales could lead to significant fluctuations in our operating profits and cash from operating activities.
Our net cash provided by operating activities for the six months ended June 30, 2025 was $21.3 million compared to net cash provided by operating activities of $31.9 million for the six months ended June 30, 2024. Our net cash provided by operating activities for the six months ended June 30, 2025 reflects changes in working capital, including increases in accounts payable of $41.2 million and customer deposits of $17.6 million, offset by increases in inventory of $32.8 million and accounts receivable of $3.7 million. The increases in inventory and accounts payable relate to purchases of raw materials on hand as of June 30, 2025 to be used in the production and delivery of railcars in 2025. The increase in customer deposits and accounts receivable relate to the timing of collections with current railcar builds based on contractual payment terms. Our net cash provided by operating activities for the six months ended June 30, 2024 reflects changes in working capital, including a decrease in inventory of $63.7 million, offset by an increase in accounts receivable of $6.4 million.
Investing Activities. Net cash used in investing activities for the six months ended June 30, 2025 was $0.4 million and consisted of capital expenditures of $0.9 million related to additional machinery and equipment on current production lines of the Manufacturing Facility, offset by proceeds of about $0.6 million from the sale of assets held for sale. Net cash used in investing activities for the six months ended June 30, 2024 was $2.3 million related to maintenance of current production lines of the Manufacturing Facility.
25
Financing Activities. Net cash used in financing activities for the six months ended June 30, 2025 was $4.1 million which included deferred financing costs of $1.3 million, repayments on term loan of $1.4 million, employee stock settlements of $0.5 million, and principal payments on the finance lease of $0.8 million. Net cash used in financing activities for the six months ended June 30, 2024 was $30.8 million which included net repayments on revolving line of credit of $29.4 million and principal payments on the finance lease of $1.3 million.
Capital Expenditures
Our capital expenditures were $0.9 million in the six months ended June 30, 2025, compared to $2.3 million in the six months ended June 30, 2024. We anticipate capital expenditures during 2025 to be in the range of $9.0 million to $10.0 million, related to the enhancement of machinery and equipment on current production lines at the Manufacturing Facility, as well as investment in new machinery and equipment that will vertically integrate the Company and benefit both our tank car retrofit program and future production of newly manufactured tank cars.
26
Item 4. Controls and Procedures.
Management’s Report on Internal Control over Financial Reporting
The Company’s management evaluated, with the participation of the Company’s principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of June 30, 2025. Based on their evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
27
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
For further information, see Note 16 - Commitments and Contingencies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Purchases of Equity Securities by the Issuer
The table below sets forth the information with respect to purchases of our Common Stock made by or on behalf of us during the three months ended June 30, 2025.
Period |
|
Total Number of Shares Purchased(a) |
|
|
Average Price Paid Per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
||
April 1 - 30, 2025 |
|
|
- |
|
|
|
- |
|
|
N/A |
|
N/A |
May 1 - 31, 2025 |
|
|
2,116 |
|
|
|
7.03 |
|
|
N/A |
|
N/A |
June 1 - 30, 2025 |
|
|
17,216 |
|
|
|
8.49 |
|
|
N/A |
|
N/A |
Total |
|
|
19,332 |
|
|
$ |
8.33 |
|
|
N/A |
|
N/A |
(a) Includes: (i) shares surrendered by holders of employee stock options who exercised options (granted under the Company’s incentive compensation plan, titled “The 2022 Long Term Incentive Plan” (as amended to date, the “Incentive Plan”)) in satisfaction of the exercise price and/or tax withholding obligation of such holders and (ii) restricted shares withheld (under the terms of the grants under the Incentive Plan) to offset tax withholding obligations that occur upon vesting and release of restricted shares. The Incentive Plan provides that the value of the shares delivered or attested to, or withheld, be based on the average of the high and low trading prices for the Company’s Common Stock on the date the relevant transaction occurs.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Item 6. Exhibits.
31.1 |
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 |
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32 |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
Inline XBRL Instance Document |
101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
28
SIGNATURES
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, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
FREIGHTCAR AMERICA, INC. |
|
|
|
|
|
Date: August 4, 2025 |
|
By: |
/s/ NICHOLAS J. RANDALL |
|
|
|
Nicholas J. Randall, President and Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
Date: August 4, 2025 |
|
By: |
/s/ MICHAEL A. RIORDAN |
|
|
|
Michael A. Riordan, Vice President, Finance, Chief Financial Officer and Treasurer (Principal Financial Officer) |
|
|
|
|
Date: August 4, 2025 |
|
By: |
/s/ JUAN CARLOS FUENTES SIERRA |
|
|
|
Juan Carlos Fuentes Sierra, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) |
29
Source:
FAQ
How many Kinder Morgan (KMI) shares are being registered for sale?
What is the estimated market value of the shares in this Form 144?
When is the insider planning to sell the Kinder Morgan shares?
What percentage of Kinder Morgan鈥檚 total shares does this proposed sale represent?
Does the Form 144 indicate any other insider sales in the past three months?
Why is a Form 144 filed for this transaction?
