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MEDIA CONTACT |
Kevin Bagby |
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FOR IMMEDIATE RELEASE |
October 27, 2005 |
FreightCar America, Inc. Reports Quarterly Net Earnings Per Diluted Share of $1.35 Inclusive of Deferred Revenue of $0.25 Per Share; Backlog Reaches Record Level of 19,134 Units
FreightCar America, Inc. (Nasdaq:RAIL) today reported financial results for the three months ended September 30, 2005. For the third quarter of 2005, sales were $263.4 million and net income attributable to common stockholders was $17.0 million, or $1.35 per diluted share. Earnings were favorably impacted by income of $0.25 per share attributable to a one-time recognition of deferred revenue related to a contract from a prior year. In comparison, for the third quarter of 2004, the Company had sales of $118.6 million and a net loss attributable to common stockholders of $7.7 million, or $1.12 per diluted share.
After giving effect to the Company's initial public offering and the related transactions, as well as the exercise of stock options, pro forma earnings per share (including the impact of $0.25 per share from the recognition of deferred revenue) were $1.35 on a fully diluted basis for the three months ended September 30, 2005, compared to a pro forma loss per share of $0.36 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 income (loss) 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.
Net income for the third quarter of 2005 was $17.0 million, compared to a net loss of $7.5 million for the third quarter of 2004. EBITDA was $30.2 million in the third quarter of 2005 compared with an EBITDA loss of $6.0 million in the third quarter of 2004. The impact of the recognition of deferred revenue on EBITDA was $5.3 million in the third quarter of 2005. Adjusted EBITDA was $30.3 million in the third quarter of 2005 compared with Adjusted EBITDA of $4.4 million in the third quarter of 2004. The improvement in EBITDA reflects increased sales volume, operating leverage attributable to higher volume, and the impact of the pass-through of increases in raw material costs to our customers with respect to nearly all of our railcar deliveries. EBITDA and Adjusted EBITDA are non-GAAP financial measures. A reconciliation of the Company's net income (loss) to EBITDA and Adjusted EBITDA is set forth in the supplemental disclosure attached to this press release.
"Our performance in the third quarter reflects our ability to execute the orders on hand by focusing on raising the output rates at our facilities to increase the deliveries of new railcars. We continue to achieve higher levels of productivity at all our facilities," said John E. Carroll, Jr., President and CEO.
"The Company's orders for new railcars totaled 6,884 units in the third quarter of 2005, a 40% increase compared with the order activity in third quarter of 2004, while the backlog of unfilled orders reached a record 19,134 units at September 30, 2005, compared with 11,491 units at September 30, 2004.
"We are extremely pleased with the performance of our company in the third quarter, and we will continue to ramp up production output to deliver our increased backlog as scheduled and committed to our customers."
The Company will host a conference call on Thursday, October 27, 2005, at 11:00 a.m. (Eastern Time) to discuss the Company's third quarter 2005 financial results. To participate in the conference call, please dial 800-288-8960. Interested parties are asked to dial in approximately 10 to 15 minutes prior to the start time of the call.
An audio replay of the conference call will be available beginning at 2:30 p.m. (Eastern Time) on October 27, 2005, until 11:59 p.m. (Eastern Time) on November 3, 2005. To access the replay, please dial 800-475-6701. The replay pass code is 799685. An audio replay of the call will also be available on the Company's website for at least 1 week following the earnings call.
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. More information about FreightCar America is available on its website at www.freightcaramerica.com.
FreightCar America, Inc.
Condensed Consolidated Balance Sheets
Sept. 30, Dec. 31,
2005 2004
-----------------------
(Unaudited)
(In thousands)
Assets
Current assets
Cash and cash equivalents $ 45,489 $ 11,213
Restricted cash -- 1,200
Accounts receivable, net 3,904 4,136
Inventories 80,955 73,218
Prepaid expenses and other current assets 3,406 983
Deferred income taxes 9,396 10,519
-----------------------
Total current assets 143,150 101,269
Property, plant and equipment, net 25,054 24,199
Restricted cash -- 11,755
Deferred financing costs, net 764 915
Deferred offering costs -- 2,013
Intangible assets, net 13,195 13,637
Goodwill 21,521 21,521
Deferred income taxes 12,136 15,834
-----------------------
Total assets $ 215,820 $ 191,143
=======================
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable $ 66,388 $ 69,631
Current portion of long-term debt 9 2,000
Accrued payroll and employee benefits 16,161 9,904
Income taxes payable 7,583 --
Accrued warranty 7,276 5,964
Other current liabilities 3,634 5,274
Industrial revenue bonds -- 5,200
-----------------------
Total current liabilities 101,051 97,973
Long-term debt, less current portion 25 48,858
Deferred revenue -- 4,883
Accrued pension costs, less current portion 17,131 16,767
Accrued postretirement benefits 22,340 18,988
Rights to additional acquisition
consideration, including accumulated
accretion of $0 and $20,408, respectively -- 28,581
-----------------------
Total liabilities 140,547 216,050
-----------------------
Commitments and contingencies
FreightCar America, Inc.
Condensed Consolidated Balance Sheets
Sept. 30, Dec. 31,
2005 2004
-------------------------
(Unaudited)
(In thousands)
Redeemable preferred stock
Series A voting (pre-merger company) -- 8,486
Series B non-voting (pre-merger company) -- 3,696
-------------------------
Total redeemable preferred stock -- 12,182
Stockholders' equity (deficit)
Preferred stock
Series A voting -- --
Series B non-voting -- --
-------------------------
Total preferred stock -- --
Common stock
Common stock 125 --
Class A voting (pre-merger company) -- --
Class B non-voting (pre-merger company) -- --
-------------------------
Total common stock 125 --
Additional paid in capital 93,725 8,900
Accumulated other comprehensive loss (5,055) (5,055)
Accumulated deficit (13,522) (40,934)
-------------------------
Total stockholders' equity (deficit) 72,273 (37,089)
-------------------------
Total liabilities and stockholders' equity
(deficit) $ 215,820 $ 191,143
=========================
FreightCar America, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ------------------------
2005 2004 2005 2004
-------------------------------------------------
(In thousands, except share and per share data)
Sales $ 263,405 $ 118,630 $ 659,924 $ 302,443
Cost of sales 227,774 113,589 586,750 294,883
------------------------ ------------------------
Gross profit 35,631 5,041 73,174 7,560
Selling, general and
administrative
expense 7,378 3,707 21,118 10,700
Compensation expense
under stock option
agreements
(selling, general
and administrative
expense) 82 -- 151 --
Provision for
settlement of labor
disputes (selling,
general and
administrative
expense) -- 9,159 370 9,159
------------------------ ------------------------
Operating income
(loss) 28,171 (7,825) 51,535 (12,299)
Interest income (308) (35) (650) (87)
Related-party
interest expense -- 1,787 3,253 5,184
Third-party interest
expense 388 288 1,352 819
Interest expense and
related accretion
on rights to
additional
acquisition
consideration -- 1,559 6,382 4,157
Write-off of
deferred financing
costs -- -- 439 --
Amortization of
deferred financing
costs 76 94 260 364
------------------------ ------------------------
Income (loss) before
income taxes 28,015 (11,518) 40,499 (22,736)
Income tax provision
(benefit) 10,976 (4,053) 12,401 (7,250)
------------------------ ------------------------
Net income (loss)
Redeemable preferred
stock dividends 17,039 (7,465) 28,098 (15,486)
accumulated -- 265 311 797
Net income (loss)
attributable to
common stockholders $ 17,039 $ (7,730) $ 27,787 $ (16,283)
======================== ========================
Net income (loss)
per common share
attributable to
common stockholders
-- basic $ 1.36 $ (1.12) $ 2.61 $ (2.37)
======================== ========================
Net income (loss)
per common share
attributable to
common stockholders
-- diluted $ 1.35 $ (1.12) $ 2.59 $ (2.37)
======================== ========================
Weighted average
common shares
outstanding --
basic 12,532,700 6,875,000 10,664,568 6,875,000
======================== ========================
Weighted average
common shares
outstanding --
diluted 12,667,234 6,875,000 10,715,399 6,875,000
======================== ========================
FreightCar America, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
---------------------
2005 2004
---------------------
(In thousands)
Cash flows from operating activities
Net income (loss) $ 28,098 $ (15,486)
Adjustments to reconcile net income (loss) to
net cash flows provided by (used in) operating
activities:
Depreciation 5,330 5,078
Amortization of intangible assets 442 442
Amortization of deferred financing costs 260 364
Write-off of deferred financing costs 439 --
Accretion of Senior Notes 1,071 536
Accretion of deferred revenue 791 285
PIK Notes issued for interest 2,182 4,648
Interest expense and related accretion on
rights to additional acquisition consideration 6,382 4,157
Deferred income taxes 4,821 (7,250)
Provision for settlement of labor disputes 370 9,159
Compensation expense under stock option
agreements 151 --
Changes in operating assets and liabilities:
Accounts receivable 232 (1,129)
Inventories (7,737) (44,458)
Prepaid expenses and other current assets (2,971) (965)
Accounts payable (3,612) 37,355
Accrued payroll and employee benefits 6,257 2,081
Income tax payable/receivable 7,583 815
Accrued warranty 1,312 558
Other current liabilities (1,405) (3,419)
Deferred revenue (5,674) (678)
Accrued pension costs and accrued
postretirement benefits 3,716 (2,789)
---------------------
Net cash flows provided by (used in) operating
activities 48,038 (10,696)
---------------------
Cash flows from investing activities
Restricted cash withdrawals (deposits), net 12,955 (1,238)
Purchases of property, plant and equipment (6,381) (1,122)
---------------------
Net cash provided by (used in) investing
activities 6,574 (2,360)
---------------------
Cash flows from financing activities
Issuance of common stock 87,319 --
Payments on long-term debt (59,316) (2,250)
Redemption of preferred stock (13,000) --
Payment of rights to additional acquisition
consideration (34,963) --
Cash dividends paid to common stockholders (376) --
---------------------
Net cash flows used in financing activities (20,336) (2,250)
---------------------
Net increase (decrease) in cash and cash
equivalents 34,276 (15,306)
Cash and cash equivalents at beginning of period 11,213 20,008
---------------------
Cash and cash equivalents at end of period $ 45,489 $ 4,702
=====================
FreightCar America, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
-----------------------
2005 2004
-----------------------
(In thousands)
Supplemental cash flow information
Cash paid for:
Interest (includes, for the nine months ended
September 30, 2005, $26,790 relating to
additional acquisition consideration and
$28,361 relating to Senior Notes and
previously accrued but unpaid PIK Notes) $ 56,506 $ 841
=======================
Income tax refunds received, excluding pre-
acquisition tax refund $ -- $ 839
=======================
Capital lease obligations incurred for
equipment $ 39 $ --
=======================
FreightCar America, Inc.
Supplemental Disclosure I
Reconciliation of net income (loss) per common share
attributable to common stockholders to
pro forma earnings (loss) per share(1)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- --------------------
2005 2004 2005 2004
----------------------------------------
(In thousands, except share and per share data)
Net income (loss) per common
share attributable to common
stockholders -- basic $ 1.36 $ (1.12) $ 2.61 $ (2.37)
=================== ====================
Net income (loss) per common
share attributable to common
stockholders -- diluted $ 1.35 $ (1.12) $ 2.59 $ (2.37)
=================== ====================
Net income (loss)
attributable to common
stockholders $ 17,039 $ (7,730) $ 27,787 $ (16,283)
Related-party interest
expense -- 1,787 3,253 5,184
Third-party interest expense -- 288 964 819
Write-off of deferred
financing costs -- -- 439 --
Fees for termination of
management services
agreements (selling, general
and administrative expense) -- -- 900 --
Tax effects of related-party
interest expense, third-
party interest expense,
write-off of deferred
financing costs and fees for
termination of management
services agreements -- (755) (2,022) (2,185)
Interest expense and related
accretion on rights to
additional acquisition
consideration -- 1,559 6,382 4,157
Tax effect of interest
expense and related
accretion on rights to
additional acquisition
consideration -- -- (5,326) --
Redeemable preferred stock
dividends accumulated -- 265 311 797
------------------- --------------------
Adjusted net income (loss)
attributable to common
stockholders $ 17,039 $ (4,586) $ 32,688 $ (7,511)
=================== ====================
Pro forma earnings (loss) per
share -- basic $ 1.36 $ (0.37) $ 2.61 $ (0.60)
=================== ====================
Pro forma earnings (loss) per
share -- diluted $ 1.35 $ (0.36) $ 2.58 $ (0.59)
=================== ====================
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2005 2004 2005 2004
-----------------------------------------------
(In thousands, except share and per share data)
Weighted average
common shares
outstanding -- basic
(prior to
adjustments) 12,532,700 6,875,000 10,664,568 6,875,000
======================= =======================
Common shares issued
upon full exercise of
the options granted
in 2004 under the
Company's stock
option plan -- 557,700 -- 557,700
Effect of common
shares issued in the
initial public
offering, as if the
transaction occurred
on the first day of
the respective period -- 5,100,000 1,868,132 5,100,000
----------------------- -----------------------
Weighted average
common shares
outstanding -- basic
(following
adjustments) 12,532,700 12,532,700 12,532,700 12,532,700
======================= =======================
Dilutive effect of
options granted under
the 2005 Long-Term
Incentive Plan, as if
the options were
granted on the first
day of the respective
period 134,534 134,534 134,534 134,534
----------------------- -----------------------
Weighted average
common shares
outstanding --
diluted (following
adjustments) 12,667,234 12,667,234 12,667,234 12,667,234
======================= =======================
(1) Pro forma earnings per share represents the Company's net income
(loss) per common share attributable to common shareholders as
adjusted to give effect to: (1) with respect to the three months
and nine months ended September 30, 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 issuance of stock options under the 2005 Long-Term
Incentive Plan; (3) the completion of the Company's initial public
offering on April 11, 2005; and (4) 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
income (loss) 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
removal from the calculation of net income (loss) of the write-off
of deferred financing costs and fees for termination of management
services agreements in connection with the offering; (iv) the
redemption of the Company's preferred stock with the proceeds from
the offering; (v) the tax effects of the removal of related-party
interest expense, third-party interest expense, write-off of
deferred financing costs and fees for termination of management
services agreements from the calculation of net income (loss); and
(vi) the tax effect of interest expense and related accretion on
rights to additional acquisition consideration, which expense
became deductible for tax purposes upon payment of the additional
acquisition consideration with the proceeds from the offering. 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 three months and
nine months ended September 30, 2004 provides a more consistent
basis for comparison of the financial results between the 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.
Supplemental Disclosure II
Reconciliation of net income (loss) to EBITDA(1) and Adjusted
EBITDA(2)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- --------------------
2005 2004 2005 2004
----------------------------------------
(In thousands)
Net income (loss) $ 17,039 $ (7,465) $ 28,098 $ (15,486)
Income tax provision
(benefit) 10,976 (4,053) 12,401 (7,250)
Related-party interest
expense -- 1,787 3,253 5,184
Third-party interest expense 388 288 1,352 819
Interest expense and related
accretion on rights to
additional acquisition
consideration -- 1,559 6,382 4,157
Interest income (308) (35) (650) (87)
Amortization of deferred
financing costs 76 94 260 364
Write-off of deferred
financing costs -- -- 439 --
Amortization of intangible
assets 147 147 442 442
Depreciation 1,898 1,712 5,330 5,078
------------------- --------------------
EBITDA 30,216 (5,966) 57,307 (6,779)
Provision for settlement of
labor disputes -- 9,159 370 9,159
Loss on customer contract for
box railcars -- 1,213 1,500 7,705
Non-cash expense relating to
stock options 82 -- 151 --
------------------- --------------------
Adjusted EBITDA $ 30,298 $ 4,406 $ 59,328 $ 10,085
=================== ====================
(1) EBITDA represents net income (loss) 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. We
recorded no charges relating to the Johnstown settlement for
the periods after March 31, 2005;
(b) charges of $1.2 million for the three months ended September
30, 2004, and charges of $7.7 million and $1.5 million for the
nine months ended September 30, 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. We recorded no charges relating to the customer
contract for box railcars for the periods after March 31,
2005. This customer contract was our first contract for the
manufacture of box railcars. We delivered all of the box
railcars under this contract, and 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 and the issuance
of stock options under the 2005 Long-Term Incentive Plan.
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 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 and stock
options under the 2005 Long-Term Incentive Plan. 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 our 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.