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..........
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..........
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MEDIA CONTACT
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Kevin Bagby
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TEL.
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(800) 458-2235
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FOR IMMEDIATE RELEASE
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May 16, 2005
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FreightCar America, Inc. Reports First Quarter 2005 Results
Chicago, IL, May 16, 2005 – FreightCar America, Inc.
(NASDAQ: RAIL) today reported financial results for the three months ended
March 31, 2005. Sales for the first quarter of 2005 were $165.8 million,
net income was $1.9 million and net income attributable to common stockholders
was $1.6 million, or $0.22 per share, based on 7,432,700 diluted shares
outstanding as of March 31, 2005. In comparison, the Company had sales
of $88.9 million in the same quarter of 2004, a net loss of $4.0 million
and a net loss attributable to common stockholders of $4.2 million, or
$0.62 per diluted share.
After giving effect to the Company’s initial public
offering and the related transactions, including the repayment in full
of the Company's outstanding debt obligations, and the issuance of shares
of common stock in the first quarter of 2005 upon the exercise of stock
options, pro forma earnings per share was $0.38 on a fully diluted basis
for the three months ended March 31, 2005, compared to a pro forma loss
per share of $0.13 on a fully diluted basis for the same period in 2004.
Pro forma earnings per share is a non-GAAP financial measure. A reconciliation
of the Company’s net (loss) income per common share attributable to common
stockholders to pro forma earnings (loss) per share is set forth in the
supplemental disclosure attached to this press release.
Adjusted EBITDA was $10.6 million in the first
quarter of 2005 compared with Adjusted EBITDA of $2.0 million in the first
quarter of 2004. The improvement in Adjusted EBITDA reflects increased
sales volume, an improved market pricing environment, operating leverage
attributed to higher volume and the impact of the pass-through of increases
in raw material costs to our customers with respect to a majority of our
railcar deliveries. EBITDA and Adjusted EBITDA are non-GAAP financial
measures. A reconciliation of the Company’s net (loss) income to EBITDA
and Adjusted EBITDA is set forth in the supplemental disclosure attached
to this press release.
“I am pleased with our first quarter performance,”
said John E. Carroll, Jr., President and CEO. “Our improved financial
results are due to the efforts and teamwork of all our people. Deliveries
of new freight cars increased 51.5% over the first quarter of 2004, and
the backlog of unfilled railcar orders as of March 31, 2005 is 107.0%
higher than the level as of March 31, 2004. Order activity was strong,
as reflected by our backlog of 14,146 units at March 31, 2005, which reflects
an increase of 24.1% since December 31, 2004.
“We will continue to focus on our cost reduction
initiatives, and the launch of our manufacturing facility in Roanoke,
Virginia is on schedule.”
FreightCar America, Inc. manufactures railroad
freight cars, with particular expertise in coal-carrying railcars. In
addition to coal cars, FreightCar America designs and builds flat cars,
mill gondola cars, intermodal cars, coil steel cars and motor vehicle
carriers. It is headquartered in Chicago, Illinois and has manufacturing
facilities in Danville, Illinois, Roanoke, Virginia and Johnstown, Pennsylvania.
This press release may contain statements relating
to our expected financial performance and/or future business prospects,
events and plans that are “forward-looking statements” as defined under
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements represent our estimates and assumptions only as of the date
of this press release. Our actual results may differ materially from
the results described in or anticipated by our forward-looking statements
due to certain risks and uncertainties. These potential risks and uncertainties
include, among other things: the cyclical nature of our business; adverse
economic and market conditions; fluctuating costs of raw materials, including
steel and aluminum, and 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 acceptance of customer orders; the
highly competitive nature of our industry; the risk of lack of acceptance
of our new railcar offerings by our customers; and the additional risk
factors described in our filings with the Securities and Exchange Commission.
We expressly disclaim any duty to provide updates to any forward-looking
statements made in this press release, whether as a result of new information,
future events or otherwise.
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December 31,
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March 31,
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| |
2004
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2005
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| |
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(Unaudited)
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| |
(In
thousands, except share and per share data)
|
|
Assets
|
|
|
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Current
assets
|
|
|
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Cash and cash equivalents
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$11,213
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$16,325
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Restricted cash
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1,200
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1,200
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Accounts receivable, net
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4,136
|
3,722
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Inventories
|
73,218
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84,774
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Prepaid expenses and other current
assets
|
983
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1,033
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Deferred income taxes
|
10,519
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9,674
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Total
current assets
|
101,269
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116,728
|
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|
|
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Property,
plant and equipment, net
|
24,199
|
24,615
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Restricted
cash
|
11,755
|
11,795
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|
Deferred
financing costs, net
|
915
|
820
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Deferred
offering costs
|
2,013
|
3,275
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|
Intangible
assets, net
|
13,637
|
13,490
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Goodwill
|
21,521
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21,521
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Deferred
income taxes
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15,834
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15,400
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Total assets
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$191,143
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$ 207,644
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Liabilities and Stockholders’ Deficit
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|
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Current
liabilities
|
|
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Accounts payable
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$69,631
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$78,484
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Current portion of long-term debt
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2,000
|
2,006
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Accrued payroll and employee benefits
|
9,904
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12,308
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Accrued warranty
|
5,964
|
6,269
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Other current liabilities
|
5,274
|
4,260
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Industrial revenue bonds
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5,200
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5,200
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Total
current liabilities
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97,973
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108,527
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|
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Long-term
debt, less current portion
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48,858
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50,298
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Deferred
revenue
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4,883
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4,790
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Accrued
pension costs, less current portion
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16,767
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17,095
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Accrued
postretirement benefits
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18,988
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19,786
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Rights
to additional acquisition consideration, including accumulated
accretion of $20,408 and $21,967, respectively
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28,581
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30,140
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Total
liabilities
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216,050
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230,636
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|
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Commitments
and contingencies
|
|
|
|
|
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December 31,
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March 31,
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2004
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2005
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(Unaudited)
|
| |
(In
thousands, except share and per share data)
|
| |
|
|
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Redeemable
preferred stock, $500 par value
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|
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Series A voting, 100,000 shares authorized,
8,660 and 9,674 shares issued and outstanding at December 31,
2004 and March 31, 2005, respectively (liquidation preference
of $8,486 and $9,145, respectively)
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8,486
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9,145
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Series B non-voting, 100,000 shares
authorized, 3,840 shares issued and outstanding (liquidation preference
of $3,696 and $3,824, respectively)
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3,696
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3,824
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Total redeemable preferred stock
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12,182
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12,969
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Stockholders’
deficit
|
|
|
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Common stock, $.01
par value
|
|
|
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Class A voting, 100,000 shares authorized,
6,138,000 and 6,695,700 shares issued and outstanding at December
31, 2004 and March 31, 2005, respectively
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—
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6
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Class B non-voting, 100,000 shares
authorized, 737,000 shares issued and outstanding
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—
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—
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Additional
paid in capital
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8,900
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8,387
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Accumulated
other comprehensive loss
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(5,055)
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(5,055)
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Accumulated
deficit
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(40,934)
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(39,299)
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Total
stockholders’ deficit
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(37,089)
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(35,961)
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Total
liabilities and stockholders’ deficit
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$191,143
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$207,644
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Three Months Ended
March 31,
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2004
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2005
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(In
thousands, except share and per share data)
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| |
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Sales
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$ 88,946
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$165,805
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Cost
of sales
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88,312
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152,437
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Gross
profit
|
634
|
13,368
|
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|
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Selling,
general and administrative expense
|
3,191
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6,076
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Provision
for settlement of labor disputes (selling, general and administrative
expense)
|
—
|
370
|
|
Operating
(loss) income
|
(2,557)
|
6,922
|
| |
|
|
|
Interest
income
|
(28)
|
(103)
|
|
Related-party
interest expense
|
1,671
|
1,907
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Third-party
interest expense
|
135
|
274
|
|
Interest
expense on rights to additional acquisition
consideration
|
1,247
|
1,559
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Amortization
of deferred financing costs
|
135
|
95
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|
(Loss)
income before income taxes
|
(5,717)
|
3,190
|
|
Income
tax (benefit) provision
|
(1,742)
|
1,276
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| |
|
|
|
Net
(loss) income
|
(3,975)
|
1,914
|
|
Redeemable
preferred stock dividends accumulated, but undeclared
|
266
|
280
|
|
Net
(loss) income attributable to common stockholders
|
$(4,241)
|
$1,634
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| |
|
|
|
Net
(loss) income per common share attributable
|
|
|
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to common stockholders - basic and
diluted
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$ (0.62)
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$ 0.22
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| |
|
|
|
Weighted
average common shares outstanding -
|
|
|
|
basic and diluted
|
6,875,000
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7,432,700
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| |
|
|
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Three Months Ended
March 31,
|
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2004
|
2005
|
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(In
thousands)
|
|
Cash flows from operating activities
|
|
|
|
Net
(loss) income
|
$(3,975)
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$1,914
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|
Adjustments to reconcile net (loss) income
to net cash
flows provided by (used in) operating activities:
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|
|
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Depreciation
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1,738
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1,665
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Amortization of intangible assets
|
147
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147
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Amortization of deferred financing costs
|
135
|
95
|
|
Accretion of Senior Notes
|
178
|
237
|
|
Accretion of deferred revenue
|
95
|
95
|
|
PIK Notes issued for interest
|
1,493
|
1,670
|
|
Interest expense on rights to additional
acquisition consideration
|
1,247
|
1,559
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|
Deferred income taxes
|
(1,743)
|
1,279
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|
Changes in operating assets and liabilities:
|
|
|
|
Restricted cash
|
(14)
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(40)
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|
Accounts receivable
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(375)
|
414
|
|
Inventories
|
(5,042)
|
(11,556)
|
|
Prepaid expenses
and other current assets
|
(71)
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(50)
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|
Income taxes
receivable
|
607
|
—
|
|
Accounts payable
|
6,506
|
8,853
|
|
Accrued payroll
and employee benefits
|
402
|
2,404
|
|
Accrued warranty
|
(49)
|
305
|
|
Other current
liabilities
|
(4,176)
|
(1,014)
|
|
Deferred revenue
|
(67)
|
(187)
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|
Accrued pension
costs and accrued postretirement benefits
|
229
|
1,126
|
|
Net
cash flows (used in) provided by operating activities
|
(2,735)
|
8,916
|
|
Cash
flows from investing activities
|
|
|
|
Purchases
of property, plant and equipment
|
(268)
|
(2,042)
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|
Net
cash used in investing activities
|
(268)
|
(2,042)
|
|
Cash
flows from financing activities
|
|
|
|
Payments on long-term debt
|
(1,250)
|
(500)
|
|
Deferred
financing costs and deferred offering costs
|
—
|
(1,262)
|
|
Net
cash flows used in financing activities
|
(1,250)
|
(1,762)
|
| |
|
|
|
Net
(decrease) increase in cash and cash equivalents
|
(4,253)
|
5,112
|
|
Cash
and cash equivalents at beginning of period
|
20,008
|
11,213
|
|
Cash and cash equivalents at end of period
|
$15,755
|
$16,325
|
|
Supplemental
cash flow information
|
|
|
|
Cash
paid for:
|
|
|
|
Interest
|
$ 286
|
$ 202
|
|
Capital lease obligations incurred for
equipment
|
$ —
|
$ 39
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| |
Three Months Ended
March 31,
|
| |
2004
|
2005
|
| |
(In
thousands, except share and per share data)
|
| |
|
| |
|
|
|
Net
(loss) income per common share attributable
to common stockholders
- basic and diluted
|
$ (0.62)
|
$ 0.22
|
| |
|
|
|
Net
(loss) income attributable to common
stockholders
|
$(4,241)
|
$1,634
|
|
Related-party
interest expense
|
1,671
|
1,907
|
|
Third-party
interest expense
|
135
|
274
|
|
Tax
effect of related-party and third-party interest expense adjustments
|
(722)
|
(872)
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|
Interest
expense on rights to additional acquisition consideration
|
1,247
|
1,559
|
|
Redeemable
preferred stock dividends accumulated, but undeclared
|
266
|
280
|
|
Adjusted
net (loss) income attributable to common
stockholders
|
$(1,644)
|
$ 4,782
|
| |
|
|
|
Pro
forma earnings (loss) per share
|
$ (0.13)
|
$ 0.38
|
| |
|
|
| |
|
|
|
Weighted
average common shares outstanding -
basic and diluted
(prior to adjustments)
|
6,875,000
|
7,432,700
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Common
shares issued upon full exercise of the options granted in 2004
under the Company’s stock option plan
|
557,700
|
—
|
| |
|
|
|
Common
shares issued in the initial public offering
|
5,100,000
|
5,100,000
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| |
|
|
|
Weighted
average common shares outstanding -
basic and diluted
(following adjustments)
|
12,532,700
|
12,532,700
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(1) Pro forma earnings
per share represents the Company's net (loss) income per common share
attributable to common shareholders as adjusted to give effect to: (1)
with respect to the first quarter of 2004, the shares of common stock
(the “2004 Option Shares”) issued in the first quarter of 2005 as a result
of the full exercise of the options granted in 2004 (the “2004 Options”)
under the Company’s stock option plan; (2) the completion of the Company's
initial public offering on April 11, 2005; and (3) the related transactions
involving uses of the offering proceeds. The adjustments relating to
the Company's initial public offering and the related transactions reflect:
(i) the increase in the number of weighted average shares as a result
of the issuance of the new shares sold in the offering; (ii) the removal
from the calculation of net (loss) income of interest expense relating
to the Company’s term loan, senior
notes and PIK notes, rights to additional acquisition consideration and
industrial revenue bonds that the Company is no longer
obligated to pay as a result of the repayment in full of such obligations
with the proceeds from the offering; (iii) the redemption of the Company's
preferred stock with the proceeds from the offering; and (iv) the tax
effect of the removal of related-party and third-party interest expense
from the calculation of net (loss) income. The Company believes that
pro forma earnings per share information is useful to investors because
it illustrates the effect on the Company's financial results of the completion
of the Company's initial public offering and the related transactions.
Since the offering and the related transactions involved changes to the
Company's capital structure and the repayment of all of the Company's
outstanding debt obligations (eliminating for future periods certain expenses
that the Company historically has been obligated to pay), the Company
believes that pro forma earnings per share will allow investors to more
effectively compare the Company's financial results prior to and after
the offering. In addition, the Company believes that giving effect to
the 2004 Option Shares with respect to the results for the first quarter
of 2004 provides a more consistent basis for comparison of the financial
results between the quarterly periods. Pro forma earnings per share is
not a financial measure presented in accordance with U.S. generally accepted
accounting principles, or U.S. GAAP. Accordingly, when analyzing our
operating performance, investors should not consider pro forma earnings
per share in isolation or as a substitute for earnings per share calculated
in accordance with U.S. GAAP. Our calculation of pro forma earnings per
share is not necessarily comparable to that of other similarly titled
measures reported by other companies.
FreightCar
America, Inc.
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Three Months Ended
March 31,
|
| |
2004
|
2005
|
| |
(In
thousands)
|
| |
|
|
|
Net
(loss) income
|
$ (3,975)
|
$1,914
|
|
Income
tax (benefit) provision
|
(1,742)
|
1,276
|
|
Related-party
interest expense
|
1,671
|
1,907
|
|
Third-party
interest expense
|
135
|
274
|
|
Interest
expense on rights to additional acquisition consideration
|
1,247
|
1,559
|
|
Interest
income
|
(28)
|
(103)
|
|
Amortization
of deferred financing costs
|
135
|
95
|
|
Amortization
of intangible assets
|
147
|
147
|
|
Depreciation
|
1,738
|
1,665
|
|
EBITDA
|
(672)
|
8,734
|
| |
|
|
|
Provision
for settlement of labor disputes
|
—
|
370
|
|
Loss
on customer contract for box railcars
|
2,700
|
1,500
|
|
Non-cash
expense relating to 2004 Options
|
—
|
—
|
|
Adjusted
EBITDA
|
$2,028
|
$10,604
|
(1) EBITDA represents net
(loss) income before income tax expense, interest expense, net, amortization
and depreciation of property and equipment. We believe EBITDA is useful
to investors in evaluating our operating performance compared to that
of other companies in our industry. In addition, our management uses EBITDA
to evaluate our operating performance. The calculation of EBITDA eliminates
the effects of financing, income taxes and the accounting effects of capital
spending. These items may vary for different companies for reasons unrelated
to the overall operating performance of a company’s business. EBITDA
is not a financial measure presented in accordance with U.S. GAAP. Accordingly,
when analyzing our operating performance, investors should not consider
EBITDA in isolation or as a substitute for net income, cash flows from
operating activities or other statements of operations or statements of
cash flow data prepared in accordance with U.S. GAAP. Our calculation
of EBITDA is not necessarily comparable to that of other similarly titled
measures reported by other companies.
(2) Adjusted EBITDA represents
EBITDA before the following charges:
(a) charges
in connection with our settlement with the union representing the unionized
employees in our Johnstown, Pennsylvania manufacturing facility, also
referred to as the Johnstown settlement. On November 15, 2004, we entered
into the Johnstown settlement and recorded a $9.2 million charge with
respect to the year ended December 31, 2004. For the three months ended
March 31, 2005, we recorded an additional charge of $370,000 relating
to the Johnstown settlement consisting of a retroactive payment to unionized
Johnstown employees for certain previously unpaid work hours;
(b) charges
of $2.7 million and $1.5 million for the three months ended March 31,
2004 and 2005, respectively, in connection with losses on a customer contract
for box railcars, which reflects increased raw material, labor and other
costs that exceeded the fixed purchase price under this contract. This
customer contract was our first contract for the manufacture of box railcars,
and, following our delivery of the box railcars under this contract, we
do not plan to produce any box railcars in the future; and
(c)
non-cash charges reflecting the grant of the 2004 Options that were recorded
in the fourth quarter of 2004.
We believe that Adjusted EBITDA is useful to investors
evaluating our operating performance compared to that of other companies
in our industry since it eliminates the effects of the Johnstown settlement,
the losses on a customer contract for box railcars and non-cash expenses
relating to the grant of the 2004 Options. We also believe that Adjusted
EBITDA is useful to investors in assessing our ability to comply as of
the relevant balance sheet dates with the financial covenants under the
former revolving credit facility and the senior notes. In addition, Adjusted
EBITDA is equivalent to the measure that was used to determine our eligibility
to enter into our new revolving credit agreement upon the closing of our
initial public offering. Adjusted EBITDA is not a financial measure presented
in accordance with U.S. GAAP. Accordingly, when analyzing our operating
performance, investors should not consider Adjusted EBITDA in isolation
or as a substitute for net income, cash flows from operating activities
or other statements of operations or statements of cash flow data prepared
in accordance with U.S. GAAP. Our calculation of Adjusted EBITDA is not
necessarily comparable to that of other similarly titled measures reported
by other companies.
|