Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2024

_______________________________

FREIGHTCAR AMERICA, INC.

(Exact name of registrant as specified in its charter)

_______________________________


Delaware	000-51237	25-1837219
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

125 S. Wacker Drive, Suite 1500

Chicago, Illinois 60606

(Address of Principal Executive Offices) (Zip Code)

(800) 458-2235

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	RAIL	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On January 17, 2024, FreightCar America, Inc. (the “Company”) posted to the Company’s website at www.freightcaramerica.com an investor presentation to be used from time to time in meetings with investors and analysts. A copy of the investor presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit 99.1		Investor Presentation January 2024
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	FREIGHTCAR AMERICA, INC.


Date: January 17, 2024	By:	/s/ Michael A. Riordan
		Michael A. Riordan
		Vice President, Finance, Chief Financial Officer and Treasurer

Investor Presentation January 2023

Disclosures Forward-Looking Statements This presentation 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 investor presentation. 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: risks relating to the cyclical nature of our business; adverse economic and market conditions; material disruption in the movement of rail traffic for deliveries; 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 customer acceptance of orders; potential financial and operational impacts of the COVID-19 pandemic; the highly competitive nature of our industry; the risk of lack of acceptance of our new railcar offerings by our customers; and other competitive factors. We expressly disclaim any duty to provide updates to any forward-looking statements made in this investor presentation, whether as a result of new information, future events or otherwise.

Company Overview

Re-engineered Business Model Built to Achieve Profitable Growth INDUSTRY-LEADING PURE PLAY MANUFACTURER OF HIGH-QUALITY RAILCARS $360M Revenue Up 16% YoY 1. See appendix for reconciliation of non-GAAP measures 3,151 Railcar Deliveries 175K+ Railcars in Service Today LTM as of 9/30/2023 9.5% Gross Margin Up 59 bps YoY 5,000+ Capacity $4,720 Adj. EBITDA1 / Railcar Up 49% YoY

2020 – 2024 Product, Footprint and Cost Transformation Completed closures of all legacy, US manufacturing plants 1000th railcar produced at Castaños, Mexico facility Achieving industry leading margins 5000th railcar produced at Castaños, Mexico facility 1900s – 2000s Established Leadership Capturing Coal Car Demand 2010s – 2020s Pivot to a New Company Transitioning From Over a Century of Coal Car Industry Dominance Refinanced company and ‘greenfielded’ a state-of-the–art manufacturing campus in Castaños, Mexico Exited from leasing business to align FCA with key customers as a pure manufacturer Completed buildout of the lower cost, vertically integrated Castaños campus with capacity of 5,000+ units / year and flexibility to produce most freight car types Major declines in coal production significantly impacted FCA’s primary business and resulted in a reduction in coal car revenue from 92% to 1% between 2012-2016 COVID-19 and an industry downturn impacted demand for new railcars of all types and further challenged FCA’s business and U.S. based multi-plant footprint 80% market share in coal car manufacturing for more than a century Johnstown America changes name to FreightCar America (“FCA”) In 2005, FCA completed IPO To address industry-wide challenges, the new management team initiated a multi-year product, footprint, and cost transformation

Company Leadership Michael Riordan Chief Financial Officer Joined FCA in 2020 as part of turn-around team Focused on strategic planning and capital management 17+ years in finance, accounting and operations James R. Meyer Chief Executive Officer Joined FCA in 2017 to transform Company operations Proven turn-around leadership at public and private manufacturing companies 30+ years of experience in heavy equipment, automotive & consumer goods industries Matthew Tonn Chief Commercial Officer Joined FCA in 2019 to lead Company’s realignment in the broader freight and third- party lessor markets Proven track record for business development, growth and start-ups 30+ years of experience in the rail equipment markets Nicholas Randall Chief Operating Officer Joined FCA in 2023 to lead operations and prepare Company for its next phase of development Technical expertise in manufacturing excellence and supply chain management 20+ years of expertise in leading automotive and aerospace companies Celia Perez General Counsel & Corporate Secretary Joined FCA in 2022 to lead Company Legal and Compliance Business-minded attorney with deep commercial and M&A experience 15+ years in the legal industry, with a mix of private practice, in-house and government experience 100+ years of industrial manufacturing experience 6

Historical Company: FY19 Restructured FCA: YTD 3Q23 Evolution of Enhanced Earnings Quality 7 ($18,020) Adj. EBITDA1 / Railcar 10,000+ railcar capacity $6,811 Adj. EBITDA / Railcar # Manufacturing Locations 2 manufacturing locations 1 manufacturing location 5,000+ railcar capacity 2,276 railcar deliveries 2,001 railcar deliveries 1. See appendix for reconciliation of non-GAAP measures

WORLD-CLASS MANUFACTURER OF RAIL EQUIPMENT, GENERATING INDUSTRY LEADING MARGINS WITH SIGNIFICANT OPPORTUNITY FOR FURTHER EXPANSION Executing Strategic Pivot to Drive Profitable Growth Minimized fixed costs to provide agility during cyclical downturns Breakeven Adj. EBITDA at extremely low volumes Fast changeovers / reduced downtime Vertically integrated Ample ability to source lower cost skilled labor Manufacturing Footprint / Cost Commercialization Strategy Pillars for Value Creation 2024 & Beyond Strategic focus – scaling the business at a higher margin Drive Profitable Growth in Railcar Manufacturing Recapitalize Debt Structure Future Product Expansion Pure play manufacturer, fully committed to serving leasing customers that represent the majority of industry purchases Well-positioned to respond to customer delivery requirements by achieving fast and efficient order-to-fulfillment times State of the art manufacturing and industry-respected technical team able to efficiently deliver customized product requirements

Manufacturing Campus Positioned to Scale Castaños, Mexico Facility: Plant designed for efficient future expansion 1250 6250 FY20 FY21 FY22 FY23 FY24E Castaños Railcar Capacity | Timing of Ramping Facility Line 4 5000 3750 Line 3 2500 Line 2 Line 1 0 2023 1M completion Sq. ft. 2K employees 5K+ Annual car capacity 4 Production lines Vertically integrated paint, fabrication, wheel & axle shops

Vertically-Integrated Facility Driving Significant Margin Improvement 10 Early stages of realizing benefits of operational efficiencies: Optimized operational efficiency and cost-effectiveness Proximity to low-cost regional supply base Achieved $6,811 in Adj. EBITDA / Railcar1 at ~50% capacity 1. YTD 3Q23 as of 9/30/23; See appendix for reconciliation of non-GAAP measures ($20,000) ($10,000) $0 $10,000 $20,000 FY20 FY21 FY22 YTD 3Q23 Gross Profit / RAILCAR Ability to effectively manage supply chain challenges due to consolidated footprint and vertical integration Access to a skilled labor force in MX with higher retention than domestic labor force

Uniquely Positioned within Market FCA’s flexible manufacturing and industry respected technical team allow for product run sizes and order customization considered undesirable by the competition By maintaining open capacity starting in months 8 – 9, combined with flexibility designed into its manufacturing tooling and processes, FCA is well-positioned to win business that must be delivered on short timelines FCA’s business is approximately equally divided between Class I Railroads, Leasing Companies and Shippers FCA’s nimble commercial structure is designed to thrive in dynamic market environments, on volumes as low as 3,500 units per year with an Adj. EBITDA breakeven below 2,000 units per year FY20 through 3Q23 44 Different car designs delivered 29 Unique Customers Order Fulfillment 4-9 Months Industry leading order fulfillment time As a pure play, FCA has a unique relationship with lessors Pure Play Manufacturer That Does Not Compete with Its Customers Niche Manufacturing Capability Optimized Backlog Leasing comprises a majority of industry railcar orders

2020 PIMCO $40M secured term loan Pillars for Value Creation GROWTH STRATEGY With the additional growth, FreightCar America will be positioned to recapitalize its debt structure New state-of-the-art campus, 1M sq. ft. complete for start of 2024 Well trained, 2,000-person workforce with commitment to lean manufacturing and ability to scale Already achieving industry leading margins Facilities, people, proximity to the U.S. border and deep knowledge of Mexico create potential whitespace opportunities Ability to Expand Offerings Completed transition to Mexico Achieved Adj. EBITDA breakeven Achieved positive operating cash flow Shed legacy lease fleet Refinanced term loan Drive Profitable Growth in Railcar Manufacturing Recapitalize Debt Structure Future Product Expansion 2021 2022 2023 Gondolas Hoppers Flat Cars Box Cars Conversions Additional Whitespace Opportunities

Financial Overview

3Q23 Financial Results $1.6 $3.5 3Q22 3Q23 Adjusted EBITDA1 $85.7 $61.9 3Q22 3Q23 Solid quarterly results realizing continued gross margin expansion and positive Adj. EBITDA generation Revenue ($ in millions) Gross Profit $4.6 $9.2 3Q22 3Q23 Revenues of $61.9M, down 28% YoY 503 railcar deliveries in 3Q23, down from 783 railcar deliveries in 3Q22 due to product changeovers, plant construction and material disruption in the movement of rail traffic for deliveries Gross Margin of 14.9%, up 960 bps YoY Strong margin expansion result of the continued “dialing in” and “closer to completion” new manufacturing campus Adj. EBITDA margin of 5.7%, up 385 bps YoY 3Q23 railcar orders of 1,015 and 3,356 YTD 3Q23 Backlog of 3,800 railcars for an aggregate value of ~$452 million 1. See appendix for reconciliation of non-GAAP measures

Historical Financial Performance $230 $108 $203 $365 2,276 751 1,731 3,184 FY19 FY20 FY21 FY22 ($29.5) ($7.2) $8.4 ($41.0) FY19 FY20 FY21 FY22 Adjusted EBITDA1 ($ in millions) Revenue ($ in millions) / Railcar Deliveries (units) 2020-2022 CAGR Deliveries 62% | Revenue 50% 1. See appendix for reconciliation of non-GAAP measures

($55.4) $11.5 ($58.9) FY20 FY21 FY22 Cash Flow Operating Cash Flow ($ in millions) Key Metrics 3Q231 Improvements driven by operations ramping-up, debt restructuring, and reduced fees of ABL facility 1. For 3Q23 ending 9/30/23 $15.4M Cash $31.1M Total Debt $ 4.0M Capital Expenditures 16

Appendix 17

Reconciliation of (Loss) Income Before Taxes to EBITDA and Adjusted EBITDA EBITDA represents earnings before interest, taxes, depreciation and amortization. We believe EBITDA is useful to investors in evaluating our operating performance compared to that of other companies in our industry. In addition, our management uses EBITDA to evaluate our operating performance. The calculation of EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending. These items may vary for different companies for reasons unrelated to the overall performance of the company’s business. EBITDA is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider EBITDA in isolation or as a substitute for net income, cash flows from operating activities or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of EBITDA is not necessarily comparable to that of other similar titled measures reported by other companies. 18 Three Months Ended September 30 Nine Months Ended September 30 2023 2022 2023 2022 Income (Loss) Before Income Taxes $3,409 $(17,834) $(19,846) $(27,242) Depreciation & Amortization 1,085 1,050 3,189 3,110 Interest Expense, Net 2,037 6,087 12,988 17,549 EBITDA 6,531 (10,697) (3,669) (6,583) Change in Fair Value of Warrant (A) (4,273) 1,274 1,869 3,258 Restructuring and Impairment Charges (B) – – – – Impairment on Leased Railcars (C) – – – – Gain on OPEB Settlement (D) Loss/(Gain) on Debt Extinguishment (E) – – 14,880 – Alabama Grant Amortization (F) – – – (1,857) Mexican Permanent VAT (G) – 908 – 908 Loss on Pension Settlement (H) 313 8,105 313 8,105 Transaction Costs (I) – 116 – 116 Startup Costs (J) – 949 – 949 Consulting Costs (K) – 226 – 988 Corporate Realignment (L) – 63 – 1,323 Retention and Success (M) – – – – Legal Reserve (N) – – – – Plant Transition Costs (O) – – – – Loss/(Gain) on Sale of Railcars Available for Lease (P) – – (622) – Stock Based Compensation (Q) 715 817 524 2,307 Other, Net 228 (190) 333 (2,347) Adjusted EBITDA $3,514 $1,571 $13,628 $7,167

Reconciliation of (Loss) Income Before Taxes to EBITDA and Adjusted EBITDA EBITDA represents earnings before interest, taxes, depreciation and amortization. We believe EBITDA is useful to investors in evaluating our operating performance compared to that of other companies in our industry. In addition, our management uses EBITDA to evaluate our operating performance. The calculation of EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending. These items may vary for different companies for reasons unrelated to the overall performance of the company’s business. EBITDA is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider EBITDA in isolation or as a substitute for net income, cash flows from operating activities or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. Our calculation of EBITDA is not necessarily comparable to that of other similar titled measures reported by other companies. 19 FY FY FY FY LTM September 30, LTM September 30, 2019 2020 2021 2022 2023 2022 Income (Loss) Before Income Taxes $(75,353) $(85,899) $(40,034) $(36,535) $(29,139) $(26,825) Depreciation & Amortization 12,438 9,202 4,304 4,135 4,214 4,110 Interest Expense, Net 609 2,225 13,317 25,423 20,862 21,590 EBITDA (62,306) (74,472) (22,413) (6,977) (4,063) (1,125) Change in Fair Value of Warrant (A) – 3,657 14,894 (1,486) (2,875) (817) Restructuring and Impairment Charges (B) 22,371 18,325 6,530 – Impairment on Leased Railcars (C) – 18,951 158 4,515 4,515 158 Gain on OPEB Settlement (D) (6,637) – – – Loss/(Gain) on Debt Extinguishment (E) (10,122) 14,880 7 Alabama Grant Amortization (F) (2,219) (2,219) (2,216) (1,857) - (2,408) Mexican Permanent VAT (G) 2,769 1,861 908 Loss on Pension Settlement (H) 8,105 313 8,105 Transaction Costs (I) – 465 491 153 37 116 Startup Costs (J) 1,113 164 949 Consulting Costs (K) 129 1,073 85 1,117 Corporate Realignment (L) 1,323 – 1,323 Retention and Success (M) 144 3,130 – – Legal Reserve (N) 756 – 256 Plant Transition Costs (O) 2,239 2,386 – – Loss/(Gain) on Sale of Railcars Available for Lease (P) 7,266 – (622) – Stock Based Compensation (Q) 1,225 1,034 2,977 2,106 323 2,455 Other, Net (858) (576) (817) (2,426) 254 (2,674) Adjusted EBITDA $(41,014) $(29,466) $(7,247) $8,411 $14,872 $8,370

This adjustment removes the non-cash expense associated with the change in fair market value of warrant liability. The Company incurred certain restructuring costs related to severance and other costs related to its shutdown of the Shoals and Roanoke facilities. During the fourth quarters of 2020, 2021, and 2022, the Company recorded a non-cash impairment charge on its leased railcar fleet. During the fourth quarter of 2019, the Company recognized a non-cash gain on the settlement of its OPEB plan. The Company recorded a non-cash gain on extinguishment of its PPP Loan in the third quarter of 2021. The Company amortizes deferred grant income to cost of goods sold that represent a non-cash reduction to its gross margin (loss). The Company transitioned to tolling manufacturing structure in the third quarter of 2022 and as a result incurred permanent VAT costs. The Company recorded a non-cash pre-tax pension settlement loss in the third quarter of 2022. The Company incurred certain costs in the fourth quarter of 2020 for nonrecurring professional services associated with the acquisition of its Castaños joint venture. The Company incurred certain costs during 2022 related to new production line. The Company incurred certain non-recurring consulting costs during 2021 and 2022. The Company incurred certain non-recurring corporate realignment costs in 2022. m) During 2019, the Company implemented retention and success bonus programs for certain employees during its restructuring. During the first and fourth quarters of 2021, the Company recognized charges related to a legal dispute. During 2020, the Company implemented a program to shift production originally planned for its U.S. plants to its Castaños facility. This adjustment represents non-recurring costs associated with moving inventory and equipment to its Castaños facility. During 2019, the Company recognized losses on its sale of railcars available for loss. This adjustment removes the non-cash expense associated with the stock-based compensation. Reconciliation of (Loss) Income Before Taxes to EBITDA and Adjusted EBITDA Adjusted EBITDA represents EBITDA before the following charges:

We believe that Adjusted EBITDA is useful to investors evaluating our operating performance compared to that of other companies in our industry because it eliminates the impact of certain non-cash charges and other special items that affect the comparability of results in past quarters. 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. Reconciliation of (Loss) Income Before Taxes to EBITDA and Adjusted EBITDA

Thank you!

Document And Entity Information	Jan. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 17, 2024
Entity Registrant Name	FREIGHTCAR AMERICA, INC.
Entity Central Index Key	0001320854
Entity File Number	000-51237
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	25-1837219
Entity Address, Address Line One	125 S. Wacker Drive
Entity Address, Address Line Two	Suite 1500
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	800
Local Phone Number	458-2235
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	RAIL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false