FreightCar America (NASDAQ: RAIL) returns to profit in 2025 as margins expand
FreightCar America, Inc. reported 2025 revenue of
The company delivered 4,125 railcars in 2025 versus 4,362 in 2024, while backlog fell to 1,926 railcars with an estimated sales value of
Operating income was
Positive
- Return to profitability: Net income was $38.1 million in 2025 versus a $75.8 million loss in 2024, with consolidated gross margin improving to 14.6% from 12.0%, reflecting better product mix and stronger Aftermarket performance.
- Tax asset realization: The company recorded a $49.0 million income tax benefit after releasing a significant portion of U.S. deferred tax valuation allowance, signaling improved expectations for utilizing net operating loss carryforwards.
- Stronger cash and operating cash flow: Year-end cash, cash equivalents and restricted cash rose to $64.3 million, supported by $34.8 million of cash provided by operating activities in 2025.
Negative
- Higher leverage and interest burden: The new $115.0 million Term Loan, bearing 10.30% interest, lifted interest expense to $17.6 million in 2025 from $6.9 million in 2024, increasing fixed financial obligations.
- Backlog decline: Railcar backlog dropped from 2,797 units to 1,926 units and estimated backlog revenue fell from $266.5 million to $137.5 million, reducing visibility into future Manufacturing segment revenue.
- Earnings volatility from warrants: The warrant liability increased to $168.5 million, and remeasurement produced a $32.2 million loss in 2025, indicating that future net income may remain volatile as the stock price changes.
Insights
2025 shows margin and earnings recovery, but with notable tax and warrant noise plus higher leverage.
FreightCar America returned to profitability in 2025 with net income of
However, the earnings bridge relies heavily on non-operating items. Results include a
The balance sheet now carries a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
Name of Each Exchange on Which Registered |
The |
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N/A |
The |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐
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.
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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 ☐ |
Non-accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2025 was $
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its Annual Meeting of Stockholders to be filed within 120 days of the end of the registrant’s fiscal year ended December 31, 2025 (the “2026 Proxy Statement”) is incorporated by reference into Part III hereof.
FREIGHTCAR AMERICA, INC.
TABLE OF CONTENTS
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PART I |
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Item 1. |
Business |
3 |
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Item 1B. |
Unresolved Staff Comments |
8 |
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Item 1C. |
Cybersecurity |
8 |
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Item 2. |
Properties |
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Item 3. |
Legal Proceedings |
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Item 4. |
Mine Safety Disclosures |
9 |
PART II |
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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Item 6. |
Reserved |
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 8. |
Financial Statements |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A. |
Controls and Procedures |
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Item 9B. |
Other Information |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
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Item 11. |
Executive Compensation |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14. |
Principal Accountant Fees and Services |
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PART IV |
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Item 15. |
Exhibits |
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Item 16. |
Form 10-K Summary |
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SIGNATURES |
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PART I
Item 1. Business.
OVERVIEW
FreightCar America, Inc., a Delaware corporation (“FreightCar”), with its subsidiaries (the “Company”, “we”, “us”, or “our” refers to FreightCar and its subsidiaries), is a diversified manufacturer and supplier 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.
Our primary customers are financial institutions and shippers, which represented 78% and 16%, respectively, of our total sales attributable to each type of customer for the year ended December 31, 2025. In the year ended December 31, 2025, we delivered 4,125 railcars, comprised of 3,714 new railcars and 411 rebuilt railcars, compared to 4,362 railcars, comprised of 4,252 new railcars and 110 rebuilt railcars, delivered in the year ended December 31, 2024. Our total backlog of firm orders for railcars decreased from 2,797 railcars as of December 31, 2024 to 1,926 railcars as of December 31, 2025. Our backlog as of December 31, 2025 includes a variety of railcar types and the estimated sales value of the backlog is $137 million.
Our website is www.freightcaramerica.com. We make available, free of charge, on or through our website items related to corporate governance, including, among other things, our corporate governance guidelines, charters of various committees of our Board of Directors (the “Board”) and our code of business conduct and ethics. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments thereto, are available on our website and on the SEC’s website at www.sec.gov. Any stockholder of our company may also obtain copies of these documents, free of charge, by sending a request in writing to Investor Relations at FreightCar America, Inc., 125 South Wacker Drive, Suite 1500, Chicago, Illinois 60606.
The information contained in or accessible through our website is not incorporated by reference into and is not a part of this Annual Report on Form 10-K.
OUR PRODUCTS AND SERVICES
We design and manufacture a broad variety of freight cars including box cars, covered hoppers, open top hoppers, gondolas, intermodal and non-intermodal flat cars that transport numerous types of dry bulk and containerized freight products.
In the last seven years, we have added nearly 50 new or redesigned products to our portfolio, including box cars in 50’ and 60’ lengths; various covered hopper cars with cubic capacities from 3,282 to 6,500 cubic feet; open top hopper car designs for ballast, ore and coke with manual or automatic door systems; VersaFlood II ™ open top hoppers in all steel and hybrid configurations (aluminum/stainless steel) with a patented automatic door system; 52’ and 66’ mill gondolas in multiple cubic capacities; rotary and non-rotary aggregate gondolas; triple hoppers in all steel and hybrid configurations; intermodal flats (including single unit, 2 unit and 3 unit, 53’ well cars) and non-intermodal flat cars including 64’ - 89’ length for general purpose, steel slab (hot and cold); and bulkhead flats. Focused product development activity continues in areas where we can leverage our technical knowledge base and capabilities to realize market opportunities.
The types of railcars listed below include the major types of railcars that we are capable of manufacturing. We rebuild and convert railcars and sell forged, cast and fabricated parts for all of the railcars we produce, as well as those manufactured by others. Many of our railcars are produced using a patented one-piece center sill, the main longitudinal structural component of the railcar. In addition to railcars designed for use in North America, we have manufactured railcars for export to Latin America and the Middle East. Railroads outside of North America are constructed with a variety of track gauges that are sized differently than in North America, which requires us, in some cases, to alter our manufacturing specifications accordingly.
Any of the railcar types listed below may be further developed to meet the characteristics of the materials being transported and customer specifications.
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Our aluminum bodied open-top hopper railcar, the AutoFlood™, is a five-pocket coal car equipped with a bottom discharge gate mechanism. We began manufacturing AutoFlood™ railcars in 1984, and introduced the AutoFlood II and AutoFlood III designs in 1996 and 2002, respectively. Both the AutoFlood II and AutoFlood III designs incorporate the automatic rapid discharge system, the MegaFlo™ door system, a patented mechanism that uses an over-center locking design, enabling the cargo door to close with tension rather than by compression. Further, AutoFlood™ railcars can be equipped with rotary couplers to permit rotary unloading.
MANUFACTURING
Our railcar production facility in Castaños, Coahuila, Mexico (the “Manufacturing Facility”) is certified by the Association of American Railroads (the “AAR”), which sets railcar manufacturing industry standards for quality control.
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Our manufacturing process involves four basic steps: fabrication, assembly, finishing and inspection. Our facility has numerous checkpoints at which we inspect products to maintain quality control, a process that our operations management continuously monitors. We also utilize FreightCar America’s TruTrack™ quality process, which digitally tracks inspections and build progress throughout production to provide real-time visibility and to create a complete manufacturing record for each railcar from start to finish.
In our fabrication processes, we employ standard metal working tools, many of which are computer controlled. Each assembly line typically involves 15 to 20 manufacturing positions, depending on the complexity of the particular railcar design. We use mechanical fastening in the fitting and assembly of our aluminum-bodied and hybrid railcars, while we typically use welding for the assembly of our steel-bodied railcars. For aluminum-bodied railcars, we begin the finishing process by cleaning the railcar’s surface and then applying the decals. In the case of steel-bodied railcars, we begin the finishing process by blasting the surface area of the railcar, painting it and then applying decals. Once we have completed the finishing process, our employees, along with representatives of the customer purchasing the particular railcars, inspect railcars for adherence to specifications.
CUSTOMERS
We have strong long-term relationships with many large purchasers of railcars. Long-term customer relationships are particularly important in the railcar industry, given the limited number of buyers of railcars.
Our customer base consists mostly of North American shippers, railroads, and financial institutions. We believe that our customers’ preference for reliable, high-quality products, our engineering design expertise, technological leadership in developing and enhancing innovative products and the competitive pricing of our railcars have helped us maintain our long-standing relationships with our customers.
In 2025, revenue from the Company’s top three customers accounted for 26%, 20% and 13%, respectively, of total revenue. In 2025, sales to our top five customers accounted for approximately 75% of total revenue. In 2024, revenue from the Company’s top three customers accounted for approximately 13%, 9% and 9%, respectively, of total revenue. In 2024, sales to our top five customers accounted for approximately 48% of total revenue. Our railcar sales to customers outside the United States were $14.4 million and $9.7 million in 2025 and 2024, respectively. Many of our customers do not purchase railcars every year because railcar fleets are not necessarily replenished or augmented every year. The size and frequency of railcar orders often results in a small number of customers representing a significant portion of our sales in a given year. Although we have long-standing relationships with many of our major customers, the loss of any significant portion of our sales to any major customer, the loss of a single major customer or a material adverse change in the financial condition of any one of our major customers could have a material adverse effect on our business, financial condition and results of operations.
SALES AND MARKETING
The Company’s products and services are marketed and sold via our direct sales team, which is organized by both customer and territory. Our consultive sales approach and customer engagement process is focused on understanding customer challenges and tailoring our products and services to deliver a final solution that fits the specific need. Our product offerings also include aftermarket parts, supplies and services.
RESEARCH AND DEVELOPMENT
We utilize the latest engineering methods, tools and processes to ensure that new products and processes meet our customers’ requirements and are delivered in a timely manner. We develop and introduce new railcar designs as a result of a combination of customer feedback and close observation of developing market trends. We work closely with our customers to understand their expectations and design railcars that meet their needs. New product designs are tested and validated for compliance with AAR standards prior to introduction. This comprehensive approach provides the criteria and direction that ensure we are developing products that our customers desire and perform as expected. Costs associated with research and development are expensed as incurred.
BACKLOG
We define backlog as the value of those products or services which our customers have committed in writing to purchase from us when built, but which have not yet been recognized as sales. Our contracts may include cancellation clauses under which customers are required, upon cancellation of the contract, to reimburse us for costs incurred in reliance on an order and in some cases, to compensate us for lost profits. However, customer orders may be subject to customer requests for delays in railcar deliveries, inspection rights and other customary industry terms and conditions, which could prevent or delay backlog from being converted into sales.
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The following table depicts our reported railcar backlog in number of railcars and estimated future sales value attributable to such backlog, for the periods shown (in thousands).
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Year Ended December 31, |
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2025 |
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2024 |
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Railcar backlog at start of period |
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2,797 |
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2,914 |
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Net railcar orders received |
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3,254 |
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4,245 |
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Railcars delivered |
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(4,125 |
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(4,362 |
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Railcar backlog at end of period (1) |
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1,926 |
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2,797 |
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Estimated revenue from backlog at end of period (2) |
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$ |
137,471 |
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$ |
266,518 |
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Although our reported backlog is typically converted to sales within two years, our reported backlog may not be converted to sales in any particular period, if at all, and the actual sales from these contracts may not equal our reported backlog estimates. In addition, due to the large size of railcar orders and variations in the mix of railcars, the size of our reported backlog at the end of any given period may fluctuate significantly.
SUPPLIERS AND MATERIALS
The cost of raw materials and components represents a substantial majority of the manufacturing costs of most of our railcar product lines. Aluminum and steel prices generally are not fixed at the time a railcar order is accepted due to fluctuations in market prices. We manufacture the majority of sub-assemblies on our railcar products with our vertically integrated fabrication shop, which allows us to more efficiently manage our supply chain.
Our primary specialty components include trucks, brakes, wheels and axles which are often specified by our customers. The railcar industry is periodically subject to supply constraints for some of the key railcar components; however, there are generally at least two suppliers for each of our raw material and specialty components, except as described below.
We use a sole supplier of our roll-formed center sills, which were used in 66% and 51% of our new railcars produced in 2025 and 2024, respectively. A center sill is the primary longitudinal structural component of a railcar, which helps the railcar withstand the weight of the cargo and the force of being pulled during transport. Our center sill is formed into its final shape without heating by passing steel plate through a series of rollers. A change in mix explains the increase year-over-year as not all car types use a roll formed center sill.
Our top ten suppliers accounted for 68% and 64% of our total purchases in 2025 and 2024, respectively.
COMPETITION
We operate in a competitive marketplace, especially in periods of low market demand resulting in excess manufacturing capacity and face substantial competition from established competitors in the railcar industry in North America. Competition in the North American market from railcar manufacturers located outside of North America is limited by, among other factors, high shipping costs and familiarity with the North American market.
In addition to price, competition is based on delivery timing, product performance and technological innovation, reputation for product quality and customer service.
INTELLECTUAL PROPERTY
We have several United States and international patents and pending applications, registered trademarks, copyrights and trade names. Our key patent includes our hopper railcar with automatic individual door system. The protection of our intellectual property is important to our business.
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HUMAN CAPITAL
Employees
As of December 31, 2025, we had 1,986 employees, of whom 403 were salaried and 1,583 were hourly wage earners represented by unions in the United States and Mexico. As of December 31, 2025, 1,916 of our employees were based in Mexico, 68 were based in the United States and two were based in China. As of December 31, 2024, we had 2,030 employees, of whom 407 were salaried and 1,623 were hourly wage earners. As of December 31, 2024, 1,967 of our employees were based in Mexico, 61 were based in the United States and two were based in China.
Workforce Talent and Diversity
The success and growth of our business depend in large part on our ability to attract, develop, and retain a diverse population of talented, qualified, and highly skilled employees at all levels of our organization, including the individuals who comprise our global workforce, our executive officers and other key personnel.
Our compensation programs are designed to ensure that we attract and retain the right talent. We generally review and consider market pay levels when assessing total compensation, but pay decisions are based on a more comprehensive set of considerations including company performance, individual performance, experience, and internal equity. We continually monitor key talent metrics including employee engagement and employee turnover. Our employee benefits programs strive to deliver competitive benefits that are effective in attracting and retaining talent, that create a culture of well-being and inclusiveness, and that meet the diverse needs of our employees. Our total package of benefits is designed to support the physical, mental, and financial health of our employees, and we currently provide access to medical, dental, vision, life insurance and retirement benefits, as well as disability benefits.
Safety, Well-Being and Human Rights
The safety and well-being of our employees is paramount to our business and we are committed to protecting our employees everywhere we operate. Our Code of Business Conduct and Ethics establishes the baseline requirements of our compliance program and promotes an environment where everyone is treated ethically and with respect, including but not limited to, our employees, suppliers, and customers.
COMMITMENT TO CORPORATE RESPONSIBILITY
We are committed to growing our business in a sustainable and socially responsible manner with strong governance principles in place. The Nominating and Corporate Governance Committee of our Board has oversight of, and periodically reviews, our policies and programs related to environmental stewardship, social responsibility and governance matters. The Nominating and Corporate Governance Committee meets periodically with senior management to develop, assess and prioritize key corporate responsibility topics that enhance long-term value for the Company and our stakeholders.
Environmental Stewardship
To minimize the environmental impact of our business, we have introduced lighter weight freight cars that require less energy to manufacture and offer higher capacity than the freight cars they replace. We are also a leader in the railcar conversion and rebody space, with over 15,000 conversion and rebody projects completed over the last decade. Our conversion and rebody projects use scrap materials from underutilized and inefficient railcar assets to support a more sustainable steel manufacturing process and the reuse of key components, contributing to reduced energy consumption and greenhouse gas emissions.
Social Responsibility
We continuously strive to improve the health, safety and well-being of our employees, foster an inclusive and collaborative workplace, promote opportunities for professional development, and actively contribute to the communities in which we operate. Workplace safety is a top priority for the Company, and we are focused on improving our safety performance with a goal of zero injuries and incidents. Our safety performance is regularly monitored by our senior leadership team, our CEO, and our Board.
Governance
Our governance structure is designed to provide accountability for responsible business practices, facilitate transparency and ultimately promote the long-term interests of our stakeholders. We strive to ensure that all our employees act ethically and with integrity in all aspects of their work. A majority of our Board includes diverse and/or independent Board members with extensive
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experience and expertise in a variety of industries. Our Board provides counsel to and oversight of the senior management team to ensure that our business strategies align with our corporate responsibility goals.
GOVERNMENTAL REGULATION
Railcar Industry
The Federal Railroad Administration (“FRA”) administers and enforces United States federal laws and regulations relating to railroad safety. These regulations govern equipment and safety compliance standards for freight railcars and other rail equipment used in interstate commerce. The AAR promulgates a wide variety of rules and regulations governing safety and design of equipment, relationships among railroads with respect to freight railcars in interchange and other matters. The AAR also certifies freight railcar manufacturers and component manufacturers that provide equipment for use on railroads in the United States as well as providers of railcar repair and maintenance services. New products must generally undergo AAR testing and approval processes. As a result of these regulations, we must maintain certifications with the AAR as a freight railcar manufacturer and products that we sell must meet AAR and FRA standards.
We are also subject to oversight in other jurisdictions by foreign regulatory agencies and to the extent that we expand our business internationally, we may be subject to the laws and regulations of other jurisdictions outside the United States.
Environmental Matters
Our business operations are subject to various federal, state and local environmental laws, regulations, and permit requirements administered by authorities in jurisdictions where we do business, mainly, the United States and Mexico, including those governing air quality and the handling, disposal and remediation of waste products, fuel products and hazardous substances. Although we believe that we are in material compliance with all of the various regulations and permits applicable to our business, we may not at all times be in compliance with such requirements, and our business and railcar fleet may be adversely impacted by new rules or regulations, or changes to existing rules or regulations, which could require additional maintenance or substantial modification or refurbishment of our railcars, or could make certain types of railcars inoperable or obsolete or require them to be phased out prior to the end of their useful lives. In addition, violations of these rules and regulations can result in substantial fines and penalties, including potential limitations on operations or forfeitures of assets.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Overview
We are cognizant of the evolving risks associated with cybersecurity and recognize a material cybersecurity incident could adversely impact our financial results and condition. We further recognize the importance of maintaining processes to identify, mitigate, and manage those cybersecurity threats. No cybersecurity threats occurred during the year ended December 31, 2025 that have had, or are reasonably likely to have had, a
We utilize the National Institute of Standards and Technology (“NIST”) framework with our security program to
The Company emphasizes the importance of security awareness to our workforce through the
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computers, mobile devices, applications, and stored information. Our internal IT team considers cybersecurity capabilities of third-party service providers prior to engaging them and on an ongoing basis. Our key external IT vendors provide the Company with system and organizational control reports that are reviewed by our internal IT team and may reveal potential security risks.
A third-party managed security services provider (“MSSP”) works in tandem with our internal IT team
Governance
Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to
The Company’s cybersecurity risk management program is under the direction of our Director of IT, who reports directly to our
Item 2. Properties.
The following table presents information on our primary leased and owned operating properties as of December 31, 2025:
Use |
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Location |
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Size |
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Leased or Owned |
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Lease Expiration Date |
Corporate headquarters |
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Chicago, Illinois |
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8,800 square feet |
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Leased |
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November 30, 2031 |
Railcar manufacturing |
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Castaños, Mexico |
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764,991 square feet |
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Leased |
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September 30, 2040 |
Railcar manufacturing warehouse |
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Frontera, Mexico |
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154,978 square feet |
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Leased |
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June 30, 2027 |
Aftermarket warehouse |
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Johnstown, Pennsylvania |
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86,000 square feet |
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Leased |
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December 31, 2028 |
Aftermarket warehouse |
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Irwin, Pennsylvania |
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25,675 square feet |
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Owned |
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Aftermarket warehouse |
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Orange, Texas |
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12,260 square feet |
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Owned |
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Sourcing office |
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Qingdao, China |
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1,485 square feet |
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Leased |
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October 31, 2027 |
Item 3. Legal Proceedings.
The information in response to this item is included in Note 18, Commitments and Contingencies, to our Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.
Item 4. Mine Safety Disclosures.
Not applicable
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock, par value $0.01 per share (the “Common Stock”), has been quoted on the Nasdaq Global Market under the symbol “RAIL” since April 6, 2005. Our transfer agent and registrar is Computershare Investor Services, P.O. Box 43078, Providence, Rhode Island 02940. As of March 3, 2026, there were approximately 64 holders of record of our Common Stock, which does not include persons whose shares of Common Stock are held by a bank, brokerage house or clearing agency.
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Dividend Policy
The declaration and payment of future dividends will be at the discretion of our Board and will depend on, among other things, general economic and business conditions, our strategic plans, our financial results, contractual and legal restrictions on the payment of dividends by us and our subsidiaries and such other factors as our Board considers to be relevant. The ability of our Board to declare a dividend on our Common Stock is limited by Delaware law.
Item 6. Reserved.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
You should read the following discussion in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. 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 “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, replacement components and other 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 railcar replacement parts and other 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.
Total net railcar orders received for the year ended December 31, 2025 were 3,254 railcars, consisting of 2,454 new railcars and 800 converted and rebodied railcars, compared to orders for 4,245 units in the year ended December 31, 2024, consisting of 2,850 new railcars and 1,395 converted and rebodied railcars. Total backlog of unfilled orders decreased from 2,797 railcars as of December 31, 2024 to 1,926 railcars as of December 31, 2025. The estimated sales value of the backlog was $137 million and $267 million, respectively, as of December 31, 2025 and 2024.
RESULTS OF OPERATIONS
Year Ended December 31, 2025 compared to Year Ended December 31, 2024
Revenues
Our consolidated revenues for the year ended December 31, 2025 were $501.0 million compared to $559.4 million for the year ended December 31, 2024. Manufacturing segment revenues for the year ended December 31, 2025 were $473.9 million compared to $541.2 million for the year ended December 31, 2024. The decrease in Manufacturing segment revenues for 2025 compared to 2024
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reflects a decrease in the number of railcars delivered from 4,362 railcars in 2024 to 4,125 railcars in 2025. Aftermarket segment revenues for the year ended December 31, 2025 were $27.1 million compared to $18.2 million for the year ended December 31, 2024, reflecting increased volume of component sales during the year ended December 31, 2025.
Gross Profit
Our consolidated gross profit for the year ended December 31, 2025 was $73.2 million compared to $67.0 million for the year ended December 31, 2024. Consolidated gross margin was 14.6% for the year ended December 31, 2025 compared to 12.0% for the year ended December 31, 2024. Manufacturing segment gross profit for the year ended December 31, 2025 was $63.8 million compared to $58.4 million for the year ended December 31, 2024. The $6.2 million increase in consolidated gross profit and $5.4 million increase in Manufacturing segment gross profit is primarily due to favorable product mix in the cars delivered during the period. Aftermarket segment gross profit for the year ended December 31, 2025 was $9.4 million compared to $8.6 million for the year ended December 31, 2024. The $0.8 million increase in Aftermarket segment gross profit is primarily due to favorable volume.
Selling, General and Administrative Expenses
Consolidated selling, general and administrative expenses for the year ended December 31, 2025 were $39.3 million compared to $32.9 million for the year ended December 31, 2024. Consolidated selling, general and administrative expenses for the year ended December 31, 2025 included increases of $5.5 million in professional services expenses and $0.5 million in stock-based compensation expenses. Consolidated selling, general and administrative expenses were 7.8% and 5.9% of revenue for the years ended December 31, 2025 and December 31, 2024, respectively. Manufacturing segment selling, general and administrative expenses for the year ended December 31, 2025 were $1.6 million compared to $2.0 million for the year ended December 31, 2024. Manufacturing segment selling, general and administrative expenses for the year ended December 31, 2025 were 0.3% of revenue compared to 0.4% of revenue for the year ended December 31, 2024. Aftermarket segment selling, general and administrative expenses for the year ended December 31, 2025 were $2.2 million compared to $1.5 million for the year ended December 31, 2024. Corporate selling, general and administrative expenses were $35.5 million for the year ended December 31, 2025 compared to $29.5 million for the year ended December 31, 2024. Corporate selling, general and administrative expenses for the year ended December 31, 2025 were primarily driven by the aforementioned increases in professional services expenses and stock-based compensation.
Litigation Settlement
During the year ended December 31, 2025, we did not record any litigation settlements. During the year ended December 31, 2024, we recorded a pre-tax litigation settlement gain of $3.2 million related to a dispute with a former lessee of our railcars.
Operating Income
Our consolidated operating income for the year ended December 31, 2025 was $33.9 million compared to consolidated operating income of $37.3 million for the year ended December 31, 2024 driven primarily by the previously mentioned favorable product mix and no litigation settlement gains recognized in 2025, offset by the previously mentioned increase in selling, general and administrative expenses.
Operating income for the Manufacturing segment was $62.2 million for the year ended December 31, 2025 compared to operating income of $59.6 million for the year ended December 31, 2024, reflecting the favorable product mix during the year ended December 31, 2025. Operating income for the Aftermarket segment was $7.2 million for each of the years ended December 31, 2025 and 2024.
Corporate operating loss was $35.5 million for the year ended December 31, 2025 compared to $29.5 million for the year ended December 31, 2024, reflecting the increases in professional services expenses, stock-based compensation, and professional services expenses during the year ended December 31, 2025.
Interest Expense
Interest expense was $17.6 million for the year ended December 31, 2025 compared to $6.9 million for the year ended December 31, 2024. The increase is driven by the Term Loan agreement entered on December 31, 2024 (the “Term Loan”). See Note 11 - Debt Financing and Credit Facilities.
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Loss on Change in Fair Market Value of Warrant Liability
Loss on change in fair market value of warrant liability was $32.2 million for the year ended December 31, 2025 compared to $99.5 million for the year ended December 31, 2024. The change in fair market value of warrant liability is driven by the fluctuation of the stock price used to remeasure the liability at the end of each period.
Other Income (Expense)
Other income was $5.0 million for the year ended December 31, 2025, compared to other expense of $1.0 million for the year ended December 31, 2024. The increase in other income is primarily driven by the $3.3 million Employee Retention Credit received during the year ended December 31, 2025 and the $2.1 million bargain purchase gain associated with the Carly Railcar Components, LLC (“CRC”) acquisition.
Income Taxes
Our income tax benefit was $49.0 million for the year ended December 31, 2025 compared to income tax provision of $5.8 million for the year ended December 31, 2024. The income tax benefit is primarily attributable to the release of a majority of a valuation allowance U.S. on federal deferred tax assets. Our effective tax rate for the year ended December 31, 2025 was 450.46% compared to (8.34)% for the year ended December 31, 2024.
Net Income (Loss)
As a result of the changes discussed above, consolidated net income was $38.1 million for the year ended December 31, 2025 compared to net loss of $75.8 million for the year ended December 31, 2024. For the year ended December 31, 2025, basic and diluted net income per share were $1.16 and $1.09, respectively, compared to basic and diluted net loss per share of $3.12 and $3.12, respectively, for the year ended December 31, 2024.
LIQUIDITY AND CAPITAL RESOURCES
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 $115.0 million (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 first quarter ended March 31, 2025. The Company is in compliance with such covenants as of December 31, 2025. Proceeds from the Term Loan were used to redeem in full the Preferred Stock (as defined in Note 13 - Mezzanine Equity). The Company incurred $6.5 million 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 10.30% as of December 31, 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, in the maximum aggregate principal amount of $35.0 million (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. Borrowing availability was $11.0 million as of the ABL Effective Date. 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
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availability stays below that certain level. The Company is in compliance with such covenants as of December 31, 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 December 31, 2025, the ABL bears interest at 5.5% and the Company had borrowing availability of $25 million, of which $0.5 million was reserved for the movement in mark to market valuation of our foreign currency derivatives and $0.2 million was reserved to collateralize standby letters of credit for an office lease security deposit. The Company incurred $0.9 million in deferred financing costs that are presented as an asset and amortized to interest expense over the term of the ABL.
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 2020, 2021, 2022, and 2023. For further information about our outstanding warrants, see Note 12 - Warrants.
Additional Liquidity Factors
Our restricted cash, restricted cash equivalents and restricted certificates of deposit balances were $0.5 million and $3.9 million as of December 31, 2025 and 2024, respectively. Restricted deposits of $0.3 million as of each of December 31, 2025 and 2024 relate to a customer deposit for purchase of railcars. There were no restricted deposits as of December 31, 2025 and $0.2 million of restricted deposits as of December 31, 2024 that were used to collateralize standby letters of credit with respect to certain performance guarantees. The standby letters of credit outstanding as of December 31, 2025 are a requirement as long as the performance guarantees are in place. Restricted deposits of $0.2 million and $0.1 million as of December 31, 2025 and 2024, respectively, are used to collateralize the corporate card program. There were no restricted deposits as of December 31, 2025 and $3.3 million of restricted deposits as of December 31, 2024 that were used to collateralize foreign currency derivative contracts.
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 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.
Benefits under our pension plan are frozen and will not be impacted by increases due to future service and compensation increases. The most significant assumptions used in determining our net periodic benefit costs are the discount rate used on our pension obligations and expected return on pension plan assets. As of December 31, 2025, our benefit obligation under our defined benefit pension plan was $10.3 million, which exceeded the fair value of plan assets by $1.3 million. A contribution of $7 thousand was made to our defined benefit pension plan during 2025. As of December 31, 2025, the Company expects to make contributions of approximately $0.7 million to its pension plan in 2026 to meet its minimum funding requirements. Funding levels will be affected by future contributions, investment returns on plan assets, growth in plan liabilities and interest rates.
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Cash Flows
The following table summarizes our net cash provided by or used in operating, investing, and financing activities for the years ended December 31, 2025 and 2024:
|
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
34,776 |
|
|
$ |
44,933 |
|
Investing activities |
|
|
(9,140 |
) |
|
|
(5,019 |
) |
Financing activities |
|
|
(5,791 |
) |
|
|
(36,024 |
) |
Total |
|
$ |
19,845 |
|
|
$ |
3,890 |
|
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 lead to significant fluctuations in our operating profits and cash from operating activities.
Our net cash provided by operating activities for the year ended December 31, 2025 was $34.8 million compared to $44.9 million for the year ended December 31, 2024. Our net cash provided by operating activities for the year ended December 31, 2025 reflects changes in working capital, including an increase in accounts and contractual payables of $10.8 million. The increase in accounts payable relates to purchases of raw materials on hand as of December 31, 2025 to be used in the production and delivery of railcars in 2025 and 2026. Our net cash provided by operating activities for the year ended December 31, 2024 reflects changes in working capital, including a decrease in inventory of $54.9 million, offset by a decrease in accounts payable of $38.3 million and increase in accounts receivable of $6.1 million, all of which correlate directly with the increase in deliveries in 2024.
Investing Activities. Net cash used in investing activities for the year ended December 31, 2025 was $9.1 million and included cash paid in connection with our acquisition of CRC, a leading distributor of railcar components, net of cash received of $6.3 million and capital expenditures of $3.4 million related to the enhancement of machinery and equipment on current production lines of the Manufacturing Facility. Net cash used in investing activities for the year ended December 31, 2024 was $5.0 million primarily as a result of capital expenditures related to the enhancement of machinery and equipment on the current production lines.
Financing Activities. Net cash used in financing activities for the year ended December 31, 2025 was $5.8 million, which included repayments on term loan of $2.9 million, deferred financing costs of $1.3 million, principal payments on the finance lease of $1.2 million, and employee stock settlements of $0.5 million. Net cash used in financing activities for the year ended December 31, 2024 was $36.0 million and included proceeds from issuance of the Term Loan of $115.0 million, offset by deferred financing costs of $6.1 million, redemption of preferred shares of $85.4 million, dividends paid of $27.9 million, net repayments on revolving line of credit of $29.4 million, and principal payments on the finance lease of $2.1 million.
Capital Expenditures
Our capital expenditures were $3.4 million for the year ended December 31, 2025 and primarily related to the enhancement of machinery and equipment on current production lines at the Manufacturing Facility. Our capital expenditures were $5.0 million for the year ended December 31, 2024, a decrease year over year primarily due to the deferral of certain projects to 2026. We anticipate capital expenditures during 2026 to be approximately $7.0 million to $10.0 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting period. Significant estimates include useful lives of long-lived assets, warranty accruals, pension benefit assumptions, evaluation of long-lived assets and right-of-use assets and the valuation of deferred taxes. Actual results could differ from those estimates.
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Our critical accounting policies include the following:
Impairment of Long-Lived Assets and Right-of-Use Assets
We monitor the carrying value of long-lived assets and right-of-use assets for potential impairment. The carrying value of long-lived assets and right-of-use assets is considered impaired when the asset's carrying value is not recoverable through undiscounted future cash flows and the asset’s carrying value exceeds its fair value. For assets to be held or used, we group a long-lived asset or assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. An impairment loss for an asset group reduces only the carrying amounts of a long-lived asset or assets of the group being evaluated. Our estimates of future cash flows used to test the recoverability of a long-lived asset group include only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group. Our future cash flow estimates exclude interest charges.
We test long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These changes in circumstances may include a significant decrease in the market price of an asset group, a significant adverse change in the manner in or extent to which an asset group is used, a current year operating loss combined with a history of operating losses or a current expectation that, more likely than not, a long-lived asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. If indicators of impairment are present, we then determine if the carrying value of the asset group is recoverable by comparing the carrying value of the asset group to total undiscounted future cash flows of the asset group. If the carrying value of the asset group is not recoverable, an impairment loss is measured based on the excess of the carrying amount of asset group over the estimated fair value of the asset group.
Pensions and Post-Retirement Benefits
We historically provided pension and retiree welfare benefits to certain salaried and hourly employees upon their retirement. Benefits under our pension plan are now frozen and will not be impacted by increases due to future service and compensation expense. The most significant assumptions used in determining our net periodic benefit costs are the discount rate used on our pension and post-retirement welfare obligations and expected return on pension plan assets.
In 2025, we assumed that the expected long-term rate of return on pension plan assets would be 3.00%. As permitted under ASC 715, Compensation - Retirement Benefits, the assumed long-term rate of return on assets is applied to the fair value of assets. We review the expected return on plan assets annually and would revise it if conditions should warrant. A change of one hundred basis points in the expected long-term rate of return on plan assets would have the following effect for the year ended December 31, 2025:
|
|
|
|
|
|
|
1% Increase |
|
1% Decrease |
|
|
(in thousands) |
||
Effect on net periodic benefit cost |
|
$ (90) |
|
$ 90 |
At the end of each year, we determine the discount rate to be used to calculate the present value of our pension plan liability. The discount rate is an estimate of the current interest rate at which our pension liabilities could be effectively settled at the end of the year. In estimating this rate, we look to rates of return on high-quality, fixed-income investments that receive one of the two highest ratings given by a recognized ratings agency. As of December 31, 2025, we determined this rate on our pension plan to be 5.46%, a decrease of 0.21% from the 5.67% rate used as of December 31, 2024. A change of one hundred basis points in the discount rates used during the year ended December 31, 2025 would have the following effect:
|
|
|
|
|
|
|
1% Increase |
|
1% Decrease |
|
|
(in thousands) |
||
Effect on net periodic benefit cost |
|
$ 3 |
|
$ (7) |
In October 2021, the Society of Actuaries issued base mortality table Pri-2012 which is split by retiree and contingent survivor tables and includes mortality improvement assumptions for United States plans, scale (MP-2021 with COVID adjustment), which reflects additional data that the Social Security Administration has released since prior assumptions (MP-2020) were developed. The Company used the base mortality table Pri-2012 projected generationally using a modified MP-2021 with Endemic COVID adjustment for purposes of measuring its pension obligations as of December 31, 2025.
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For each of the years ended December 31, 2025 and 2024, we recognized consolidated pre-tax pension benefit cost of $0.4 million, respectively. We may be required to make a contribution to our pension plan in 2026 to meet minimum funding requirements. However, we may elect to adjust the level of contributions based on a number of factors, including performance of pension investments and changes in interest rates. The Pension Protection Act of 2006 provided for changes to the method of valuing pension plan assets and liabilities for funding purposes as well as requiring minimum funding levels. Our defined benefit pension plan is in compliance with minimum funding levels established in the Pension Protection Act. Funding levels will be affected by future contributions, investment returns on plan assets, growth in plan liabilities and interest rates. Once the plan is “Fully Funded” as that term is defined within the Pension Protection Act, we will be required to fund the ongoing growth in plan liabilities on an annual basis. We anticipate funding any required pension contributions with cash from operations.
Income Taxes
We account for income taxes under the asset and liability method prescribed by ASC 740, Income Taxes. We provide for deferred income taxes based on differences between the book and tax bases of our assets and liabilities and for items that are reported for financial statement purposes in periods different from those for income tax reporting purposes. The deferred tax liability or asset amounts are based upon the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax liability or asset is expected to be settled or realized.
Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect our best assessment of estimated future taxes to be paid. Management judgment is required in developing our provision for income taxes, including the determination of deferred tax assets, liabilities and any valuation allowances recorded against the deferred tax assets. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In evaluating whether it is more likely than not that our net deferred tax assets will be realized, we consider both positive and negative evidence including the reversal of existing taxable temporary differences, taxable income in prior carryback years if carryback is permitted under the tax law and such taxable income has not previously been used for carryback, future taxable income exclusive of reversing temporary differences and carryforwards based on near-term and longer-term projections of operating results, the length of the carryforward period, and tax planning strategies. We evaluate the realizability of our net deferred tax assets and assess the valuation allowance on a quarterly basis, adjusting the amount of such allowance, if necessary. Failure to achieve forecasted taxable income might affect the ultimate realization of the net deferred tax assets. Factors that may affect our ability to achieve sufficient forecasted taxable income include, but are not limited to, increased competition, a decline in sales or margins and loss of market share.
During the year ended December 31, 2025, we released the majority of the valuation allowance in the United States on federal and state deferred tax assets. As of December 31, 2025, we had deferred tax assets of $78.2 million for which there was a valuation allowance of $13.7 million and we had total deferred tax liabilities of $11.5 million.
Product Warranties
Warranty terms are based on the negotiated railcar sales contracts. Warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. We provide for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assess the adequacy of the resulting reserves on a quarterly basis.
Revenue Recognition
We generally recognize revenue at a point in time as we satisfy a performance obligation by transferring control over a product or service to a customer. Revenue is measured at the transaction price, which is based on the amount of consideration that we expect to receive in exchange for transferring the promised goods or services to the customer. Manufacturing segment performance obligations are typically completed and revenue is recognized for the sale of new and converted or rebodied railcars when the finished railcar is transferred to a specified railroad connection point. In certain sales contracts, revenue is recognized when a certificate of acceptance has been issued by the customer and control has been transferred to the customer. At that time, the customer directs the use of, and obtains substantially all of the remaining benefits, from the asset. When a railcar sales contract contains multiple performance obligations, we allocate the transaction price to the performance obligations based on the relative stand-alone selling price of the performance obligation determined at the inception of the contract based on an observable market price, expected cost plus margin or market price of similar items. We treat shipping costs that occur after control is transferred as fulfillment costs. Accordingly, gross revenue is recognized, and shipping cost is accrued, when control transfers to the customer. We generally do not provide discounts or rebates in the normal course of business. As a practical expedient, we recognize the incremental costs of obtaining contracts, such as sales commissions, as an expense when incurred since the amortization period of the asset that we otherwise would have recognized is one year or less. Aftermarket performance obligations are satisfied and we recognize revenue from most parts sales when the parts are
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shipped to customers. We recognize operating lease revenue on railcars available for lease on a straight-line basis over the contract term. We recognize proceeds from the sale of railcars available for lease on a net basis as Gain (Loss) on sale of railcars available for lease since the sale represents the disposal of a long-term operating asset.
We recognize a loss against related inventory when we have a contractual commitment to manufacture railcars at an estimated cost in excess of the contractual selling price.
RECENT ACCOUNTING PRONOUNCEMENTS (See Note 2, Summary of Significant Accounting Policies, to our Consolidated Financial Statements)
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K 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 Annual Report on Form 10-K 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.
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Item 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
FreightCar America, Inc.
Opinions on the financial statements and internal control over financial reporting
We have audited the accompanying consolidated balance sheets of FreightCar America, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income (loss), mezzanine equity and stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
Change in accounting principle
As discussed in Notes 2 and 16 to the consolidated financial statements, the Company has adopted new accounting guidance in 2025 related to income tax disclosures due to the adoption of ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The adoption was retrospectively applied to 2024.
Basis for opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
18
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Realizability of deferred tax assets
As described further in Note 16 to the financial statements, the Company released $53.3 million of its previously recorded valuation allowance against U.S. deferred tax assets, primarily related to federal net operating loss carryforwards, during the quarter ended June 30, 2025. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company considered the achievement of positive operating results in 2024, the transition to a three-year cumulative income position by the end of 2025, and the indefinite carryforward period of federal NOLs as significant positive evidence that the U.S. deferred tax assets will be realized. Management determined that the positive evidence outweighed the negative evidence, including historical cumulative losses, and supported the release of a significant portion of the valuation allowance. We identified the accounting for the partial release of the Company’s U.S. valuation allowance as a critical audit matter.
The principal consideration for our determination that the partial release of the valuation allowance is a critical audit matter is that auditing management’s assessment of the realizability of the Company’s deferred tax assets involved subjective auditor judgment and the assistance of individuals with specialized skills and knowledge in the evaluation of the weighting of the available positive and negative evidence supporting the release of the Company’s valuation.
Our audit procedures related to the partial release of the valuation allowance included the following, among others:
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2021.
Chicago, Illinois
March 9, 2026
19
FreightCar America, Inc.
Consolidated Balance Sheets
(In thousands, except for share data)
|
|
December 31, |
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December 31, |
|
||
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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$ |
|
||
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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Intangibles, net |
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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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$ |
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$ |
|
||
Accrued payroll and other employee costs |
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Accrued warranty |
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Deferred revenue |
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Current portion of long-term debt |
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Lease liability operating lease, current |
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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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|
||
Commitments and contingencies - Note 18 |
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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 |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Total stockholders’ deficit |
|
|
( |
) |
|
|
( |
) |
Total liabilities and stockholders’ deficit |
|
$ |
|
|
$ |
|
||
See Notes to Consolidated Financial Statements.
20
FreightCar America, Inc.
Consolidated Statements of Operations
(In thousands, except for share and per share data)
|
|
|
Year Ended |
|
|||||
|
|
|
December 31, |
|
|||||
|
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|||||
Revenues |
|
|
$ |
|
|
$ |
|
||
Cost of sales |
|
|
|
|
|
|
|
||
Gross profit |
|
|
|
|
|
|
|
||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
||
Litigation settlement |
|
|
|
|
|
|
( |
) |
|
Operating income |
|
|
|
|
|
|
|
||
Interest expense |
|
|
|
( |
) |
|
|
( |
) |
Loss on change in fair market value of Warrant liability |
|
|
|
( |
) |
|
|
( |
) |
Other income (expense) |
|
|
|
|
|
|
( |
) |
|
Loss 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 Consolidated Financial Statements.
21
FreightCar America, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
|
|
Year Ended |
|
|||||
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
||
Pension liability activity: |
|
|
|
|
|
|
||
Reclassification adjustment for amortization of net loss (pre-tax other income) |
|
|
|
|
|
|
||
Other comprehensive income (loss) before reclassifications: |
|
|
|
|
|
|
||
Unrealized gain on commodity swap derivatives |
|
|
|
|
|
|
||
Unrealized gain (loss) on foreign currency derivatives |
|
|
|
|
|
( |
) |
|
Amounts reclassified from accumulated other comprehensive income (loss): |
|
|
|
|
|
|
||
(Gain) on commodity swap derivatives reclassified into cost of sales |
|
|
( |
) |
|
|
|
|
(Gain) loss on foreign currency derivatives reclassified into cost of sales |
|
|
( |
) |
|
|
|
|
Comprehensive income (loss) |
|
$ |
|
|
$ |
( |
) |
|
See Notes to Consolidated Financial Statements.
22
FreightCar America, Inc.
Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit
(In thousands, except for share data)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
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 |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Redemption of Series C preferred shares |
|
|
( |
) |
|
|
( |
) |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Dividends declared on Series C preferred shares |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Restricted stock awards |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Employee stock settlement |
|
|
- |
|
|
|
- |
|
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Forfeiture of restricted stock awards |
|
|
- |
|
|
|
- |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Exercise of stock option and appreciation rights |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Stock-based compensation recognized |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Balance, December 31, 2024 |
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2024 |
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
( |
) |
||||
Net income |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||
Restricted stock awards |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Employee stock settlement |
|
|
- |
|
|
|
- |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Forfeiture of restricted stock awards |
|
|
- |
|
|
|
- |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Exercise of stock options and appreciation rights |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Stock-based compensation recognized |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Balance, December 31, 2025 |
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||
See Notes to Consolidated Financial Statements.
23
FreightCar America, Inc.
Consolidated Statements of Cash Flows
(In thousands)
|
|
Year Ended December 31, |
|
|||||
|
|
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 |
|
|
|
|
|
|
||
Loss on change in fair market value for Warrant liability |
|
|
|
|
|
|
||
Stock-based compensation recognized |
|
|
|
|
|
|
||
Bargain purchase gain |
|
|
( |
) |
|
|
|
|
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 |
|
|
( |
) |
|
|
( |
) |
Other assets and liabilities |
|
|
( |
) |
|
|
|
|
Net cash flows provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Acquisitions, net of cash acquired |
|
|
( |
) |
|
|
|
|
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 |
|
|
|
|
|
|
||
Redemption of preferred shares |
|
|
|
|
|
( |
) |
|
Dividends paid |
|
|
|
|
|
( |
) |
|
Proceeds from issuance of long-term debt |
|
|
|
|
|
|
||
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 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 |
|
$ |
|
|
$ |
( |
) |
|
Contingent consideration recognized in connection with acquisition |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
See Notes to Consolidated Financial Statements.
24
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
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 replacement parts and components for all railcar types. 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; Irwin, Pennsylvania; Orange, Texas; Qingdao, People’s Republic of China, Frontera, Coahuila, Mexico and Castaños, Coahuila, Mexico (the “Manufacturing Facility”).
Note 2 – Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of FreightCar America, Inc. and all of its direct and indirect subsidiaries (collectively, the “Company”). All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include useful lives of long-lived assets, allocation of the purchase price in business combinations, warranty accruals, pension benefit assumptions, stock compensation, evaluation of property, plant and equipment for impairment and the valuation of deferred taxes. Actual results could differ from those estimates.
Reclassifications
Certain prior year amounts have been reclassified, where necessary, to conform to current year presentation.
Cash and Cash Equivalents
The Company considers all unrestricted short-term investments with maturities of three months or less when acquired to be cash equivalents. The amortized cost of cash equivalents approximate fair value because of the short maturity of these instruments.
The Company’s cash and cash equivalents are primarily deposited with one United States financial institution. Such deposits are in excess of federally insured limits.
Restricted Cash and Restricted Certificates of Deposit
Financial Instruments
Management estimates that all financial instruments (including cash equivalents, restricted cash and restricted certificates of deposit, accounts receivable, VAT receivable, accounts payable, foreign currency derivative asset, accrued expenses, and long-term debt) as of December 31, 2025 and 2024, have fair values that approximate their carrying values.
25
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Fair Value Measurements
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and the placement within the fair value hierarchy levels.
The Company classifies the inputs to valuation techniques used to measure fair value as follows:
Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2 — Inputs other than quoted prices for Level 1 inputs that are either directly or indirectly observable for the asset or liability including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means.
Level 3 — Unobservable inputs for the asset or liability, including situations where there is little, if any, market activity for the asset or liability.
Inventories
Property, Plant and Equipment
Property, plant and equipment are stated at acquisition cost less accumulated depreciation. Depreciation is provided using the straight-line method over the original estimated useful lives of the assets or lease term if shorter, which are as follows:
Description of Assets |
Life |
Buildings and improvements |
|
Leasehold improvements |
|
Machinery and equipment |
|
Software |
Intangible Assets
The Company capitalizes intangible assets obtained as a part of an acquisition. Our intangible assets consist of a trade name and customer relationships which are a result of the CRC acquisition. Intangible assets are amortized using the straight-line method over their useful lives, or the expected time that the economic benefits are consumed, which are as follows:
Description of Asset |
Life |
Trade name |
|
Customer relationships |
The Company tests long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These changes in circumstances may include a significant decrease in the market price of an asset
26
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
group, a significant adverse change in the manner or extent in which an asset group is used, a current year operating loss combined with history of operating losses, or a current expectation that, more likely than not, a long-lived asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.
For assets to be held and used, the Company groups a long-lived asset or assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Estimates of future cash flows used to test the recoverability of a long-lived asset group include only the future cash flows that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group. Recoverability of the carrying value of the asset group is determined by comparing the carrying value of the asset group to total undiscounted future cash flows of the asset group. If the carrying value of the asset group is not recoverable, an impairment loss is measured based on the excess of the carrying amount of asset group over the estimated fair value of the asset group. An impairment loss for an asset group reduces only the carrying amounts of a long-lived asset or assets of the group being evaluated. There were no indicators of impairment present as of December 31, 2025.
Income Taxes
For federal income tax purposes, the Company files a consolidated federal tax return. The Company also files state tax returns in states where the Company has significant sales or operations. In conformity with ASC 740, Income Taxes, the Company provides for deferred income taxes on differences between the book and tax bases of its assets and liabilities and for items that are reported for financial statement purposes in periods different from those for income tax reporting purposes. The Company’s deferred tax liability or asset amounts are based upon the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax liability or asset is expected to be settled or realized.
Management evaluates net deferred tax assets and provides a valuation allowance when it believes that it is more likely than not that some portion of these assets will not be realized. In making this determination, management evaluates both positive evidence, such as cumulative pre-tax income for previous years, the projection of future taxable income, the reversals of existing taxable temporary differences and tax planning strategies, and negative evidence, such as any recent history of losses and any projected losses. Management also considers the expiration dates of net operating loss carryforwards in the evaluation of net deferred tax assets. Management evaluates the realizability of the Company’s net deferred tax assets and assesses the valuation allowance on a quarterly basis, adjusting the amount of such allowance as necessary.
Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the appropriate taxing authority has completed its examination even though the statute of limitations remains open, or the statute of limitation expires. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.
Product Warranties
Warranty terms are based on the negotiated railcar sale, rebody or conversion contract, as applicable. Warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been asserted by customers. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. We provide for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assess the adequacy of the resulting reserves on a quarterly basis.
27
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Revenue Recognition
The following table disaggregates the Company’s revenues by major source:
|
|
Year Ended |
|
|||||
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Railcar sales |
|
$ |
|
|
$ |
|
||
Aftermarket sales |
|
|
|
|
|
|
||
Revenues from contracts with customers |
|
|
|
|
|
|
||
Leasing revenues (1) |
|
|
|
|
|
|
||
Total revenues |
|
$ |
|
|
$ |
|
||
(1) Includes $
The Company generally recognizes revenue at a point in time as it satisfies a performance obligation by transferring control over a product or service to a customer. Revenue is measured at the transaction price, which is based on the amount of consideration that the Company expects to receive in exchange for transferring the promised goods or services to the customer.
Due to the nature of its operations, the Company is subject to significant concentration of risks related to business with a few customers. Sales to the Company’s top three customers accounted for
Railcar Sales
Performance obligations are typically completed and revenue is recognized for the sale of new and rebuilt railcars when the finished railcar is transferred to a specified railroad connection point. In certain sales contracts, revenue is recognized when a certificate of acceptance has been issued by the customer and control has been transferred to the customer. At that time, the customer directs the use of, and obtains substantially all of the remaining benefits from, the asset. When a railcar sales contract contains multiple performance obligations, the Company allocates the transaction price to the performance obligations based on the relative stand-alone selling price of the performance obligation determined at the inception of the contract based on an observable market price, expected cost plus margin or market price of similar items. The Company treats shipping costs that occur after control is transferred as fulfillment costs. Accordingly, gross revenue is recognized, and shipping cost is accrued, when control transfers to the customer. Payment terms align with standard commercial practices. The Company does not provide discounts or rebates in the normal course of business.
As a practical expedient, the Company recognizes the incremental costs of obtaining contracts, such as sales commissions, as an expense when incurred since the amortization period of the asset that the Company otherwise would have recognized is generally one year or less.
Aftermarket Sales
The Company sells forged, cast and fabricated railcar parts and supplies for all railcar types, and provides aftermarket services including safety training, railcar inspections, and preventative maintenance. Performance obligations are satisfied, and the Company recognizes revenue, as applicable, when parts and supplies are shipped to customers, and when services are performed.
28
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Leasing Revenue
The Company recognizes operating lease revenue on railcars available for lease on a straight-line basis over the contract term. The Company recognizes revenue from the sale of railcars available for lease on a net basis as Gain (Loss) on sale of railcars available for lease since the sale represents the disposal of a long-term operating asset.
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
Accounts receivable represent sales of products to customers in the normal course of business. Accounts receivable are recognized net of an allowance for credit losses. Accounts receivable, net of allowance for credit losses of $
Performance Obligations
Earnings (Loss) Per Share
Business Combinations
The Company accounts for business combinations in accordance with ASC 805, Business Combinations, where assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. The Company uses estimates and judgments in the fair value allocation process. The Company records goodwill in our consolidated balance sheet for the excess of the purchase price over the fair value of net assets acquired. When the purchase price exceeds the fair value of the net assets acquired, a bargain purchase gain is recorded in our consolidated statements of operations. Acquisition-related costs are expensed as incurred. For transactions that include potential future contingent consideration, we record a liability in our consolidated balance sheet on the date of acquisition equal to the fair value of the estimated consideration expected to be paid in the future.
29
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which addresses investor requests for more transparency around income tax information. ASU 2023-09 requires additional information within the disclosures related to income tax rate reconciliations and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company has adopted ASU 2023-09 retrospectively for the Annual Report on Form 10-K for the year ended December 31, 2025. Prior year amounts have been reclassified to conform to current year presentation. The adoption had no material impact on the Company’s financial condition, results of operations, or cash flows. Refer to Note 16 - Income Taxes for additional details.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. ASU 2024-03 requires disclosure in the footnotes the following information at each interim and reporting period: tabular disclosure of amounts of specified natural expenses included in each relevant expense caption including, but not limited to, purchases of inventory, employee compensation, depreciation, intangible asset amortization; certain expense, gain, or loss amounts that are already required to be disclosed under US GAAP; qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of these expense categories. ASU 2024-03 applies to all public business entities and is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. ASU 2024-03 requirements will be applied prospectively with the option of retrospective application. Early adoption is permitted. The Company is currently evaluating the impact that adoption of the new standard will have on its consolidated financial statements.
All recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
Note 3 – Leases
The Company determines if an arrangement is a lease at inception of a contract. The Company’s lease portfolio includes a manufacturing site, component and inventory warehouses and corporate offices. The remaining lease terms on the Company’s leases recorded on the consolidated balance sheet are between
In December 2025, the Company and the lessors of the Manufacturing Facility amended the original lease to incorporate additional square footage into the lease. The modification resulted in a lease classification modification from finance to operating. All other leases are classified as operating leases.
Operating and finance lease right of use assets are presented separately in long-term assets, the current portion of finance lease liabilities is presented separately in current liabilities, the current portion of operating lease liabilities is presented within other current liabilities, and the non-current portion of operating and finance lease liabilities are presented separately within long-term liabilities on the consolidated balance sheet.
Right of use assets represent the Company’s right to use an underlying asset during the lease term and the lease liabilities represent the Company’s obligation to make the lease payments arising during the lease. Right of use assets and liabilities are recognized at commencement date based on the net present value of fixed lease payments over the lease term. The Company’s lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the
30
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
information available at commencement date in determining the present value of lease payments. The Company revalued the incremental borrowing rates used in determining the present value of lease payment for the Manufacturing Facility lease as a result of the lease modifications in 2025 and 2024. Finance lease right of use asset amortization expense is recognized on a straight-line basis over the lease term, while interest expense on finance lease liabilities is recognized using the interest method.
The components of the lease costs were as follows:
|
|
Year Ended December 31, |
|
||||||
|
|
2025 |
|
|
|
2024 |
|
||
Operating lease costs: |
|
|
|
|
|
|
|
||
Fixed |
|
$ |
|
|
|
$ |
|
||
Short-term |
|
|
|
|
|
|
|
||
Total operating lease costs |
|
$ |
|
|
|
$ |
|
||
Finance lease costs: |
|
|
|
|
|
|
|
||
Amortization of leased assets |
|
$ |
|
|
|
$ |
|
||
Interest on lease liabilities |
|
|
|
|
|
|
|
||
Total finance lease costs |
|
$ |
|
|
|
$ |
|
||
Total lease cost |
|
$ |
|
|
|
$ |
|
||
Supplemental balance sheet information related to leases was as follows: |
|
|
|
|
|
||||
|
|
December 31, 2025 |
|
|
|
December 31, 2024 |
|
||
Right of use assets: |
|
|
|
|
|
|
|
||
Right of use asset operating lease |
|
$ |
|
|
|
$ |
|
||
Right of use asset finance lease |
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
|
$ |
|
||
|
|
|
|
|
|
|
|
||
Lease liabilities: |
|
|
|
|
|
|
|
||
Operating lease liabilities: |
|
|
|
|
|
|
|
||
Current |
|
$ |
|
|
|
$ |
|
||
Long-term |
|
|
|
|
|
|
|
||
Total operating lease liabilities |
|
$ |
|
|
|
$ |
|
||
|
|
|
|
|
|
|
|
||
Financing lease liabilities: |
|
|
|
|
|
|
|
||
Current |
|
$ |
|
|
|
$ |
|
||
Long-term |
|
|
|
|
|
|
|
||
Total finance lease liabilities |
|
$ |
|
|
|
$ |
|
||
Total |
|
$ |
|
|
|
$ |
|
||
Supplemental cash flow information is as follows: |
|
|
|
|
|
||||
|
|
Year Ended December 31, |
|
||||||
|
|
2025 |
|
|
|
2024 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
||
Operating cash flows for operating leases |
|
$ |
|
|
|
$ |
|
||
Operating cash flows for finance leases |
|
|
|
|
|
|
|
||
Financing cash flows for finance leases |
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
|
$ |
|
||
|
|
|
|
|
|
|
|
||
Right of use assets obtained in exchange for new lease obligations: |
|
|
|
|
|
|
|
||
Operating leases |
|
$ |
|
|
|
$ |
|
||
Finance leases |
|
|
( |
) |
|
|
|
|
|
Total |
|
$ |
( |
) |
|
|
$ |
|
|
31
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
The aggregate future lease payments for leases as of December 31, 2025 are as follows:
|
|
Operating leases |
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
|
|
|
Less: interest |
|
|
( |
) |
Total |
|
$ |
|
|
|
|
December 31, 2025 |
|
|
|
December 31, 2024 |
|
||
Weighted average remaining lease term (years) |
|
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
|
||
Finance leases |
|
|
- |
|
|
|
|
|
|
Weighted average discount rate |
|
|
|
|
|
|
|
||
Operating leases |
|
|
% |
|
|
|
% |
||
Finance leases |
|
|
|
|
|
|
% |
||
Note 4 – 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 |
|
As of December 31, 2025 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency derivative asset |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Contingent consideration |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recurring Fair Value Measurements |
|
As of December 31, 2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Foreign currency derivative liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-recurring Fair Value Measurements |
|
During the Year Ended December 31, 2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets held for sale |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The fair value of the Company’s Warrant (as defined in Note 12 - Warrants) liability recorded in the Company’s financial statements, determined using the quoted price of the Company’s Common Stock in an active market, exercise price ($
The fair value of the Company’s contingent consideration liability, related to the CRC acquisition and determined using projected financial results and a risk-adjusted discount rate, as of December 31, 2025, is a Level 3 measurement. See Note 7 - Acquisitions.
32
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
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 December 31, 2025 and 2024, in an active market, is a Level 2 measurement. See Note 8 - 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 5 – Restricted Cash
The Company establishes restricted cash balances (i) when required by customer contracts, (ii) to collateralize standby letters of credit and (iii) to collateralize foreign currency derivative contracts. The carrying value of restricted cash approximates fair value.
The Company’s restricted cash balances are as follows:
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Restricted cash from customer deposit |
|
$ |
|
|
$ |
|
||
Restricted cash to collateralize standby letters of credit |
|
|
|
|
|
|
||
Restricted cash to collateralize corporate card program |
|
|
|
|
|
|
||
Restricted cash to collateralize foreign currency derivatives |
|
|
|
|
|
|
||
Total restricted cash and restricted cash equivalents |
|
$ |
|
|
$ |
|
||
Note 6 – Inventories
Inventories, net of reserve for excess and obsolete items, consist of the following:
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished railcars |
|
|
|
|
|
|
||
Parts inventory |
|
|
|
|
|
|
||
Total inventories, net |
|
$ |
|
|
$ |
|
||
Note 7 – Acquisitions
On December 19, 2025 (the “Closing Date”), we acquired Carly Railcar Components, LLC (“CRC”) pursuant to the Equity Purchase Agreement (the “CRC Agreement”). CRC is a leading distributor of railcar components that aligns with our aftermarket distribution business. The transaction was structured as an equity purchase. Following the acquisition, CRC continued operations as a wholly owned subsidiary of the Company. Total consideration for the acquisition included $
Contingent Consideration
The earnout provisions included in the CRC Agreement are based on CRC’s revenue and gross margin performance for calendar years 2026 and 2027. We recorded contingent consideration of $
33
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
including projected revenues, gross margin forecasts and a risk-adjusted discount rate. The maximum consideration to be paid is $
Purchase Price Allocation
We accounted for this transaction as a business combination, where the fair value of the consideration transferred is allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair value as of the acquisition date. The Company recognized a bargain purchase gain of $
The following table summarizes the preliminary allocation of the purchase price to assets acquired and liabilities assumed as of the acquisition date. The allocation is the Company’s best estimate and is preliminary because adjustments to working capital have not been finalized. The Company expects to complete the purchase price allocation within the measurement period, which is one year after the acquisition date.
(In thousands) |
|
|
|
Assets: |
|
|
|
Cash and cash equivalents |
$ |
|
|
Accounts receivable |
|
|
|
Inventory |
|
|
|
Property, plant and equipment |
|
|
|
Trade name |
|
|
|
Customer relationships |
|
|
|
Total assets acquired |
|
|
|
|
|
|
|
Liabilities: |
|
|
|
Accounts payable |
|
|
|
Other current liabilities |
|
|
|
Total liabilities assumed |
|
|
|
Net assets acquired |
|
|
|
Gain on bargain purchase |
|
( |
) |
Total consideration transferred |
$ |
|
|
The Company incurred acquisition-related costs of $
Pro Forma
The following table presents unaudited pro forma results of operations for the Company as if the CRC acquisition had occurred on January 1, 2025.
|
Pro Forma Combined |
|
|
Pro forma revenues |
$ |
|
|
Pro forma net income |
$ |
|
|
Note 8 – 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
34
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
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 contracts with
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 (loss) as long as the contracts are assumed to be effective. Amounts accumulated in other comprehensive income (loss) are reclassified to the 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. For further information on derivative instrument activity within accumulated other comprehensive income, see Note 14 - Accumulated Other Comprehensive Income.
The notional amounts of outstanding derivative instruments are as follows:
|
|
December 31, |
|
|
December 31, |
|
||
Notional Amount |
|
2025 |
|
|
2024 |
|
||
Derivative instruments designated as hedges: |
|
|
|
|
|
|
||
Foreign currency derivatives |
|
$ |
|
|
$ |
|
||
The fair value of outstanding foreign currency derivatives designated as hedges are as follows:
|
|
December 31, |
|
|
December 31, |
|
||
Fair Value |
|
2025 |
|
|
2024 |
|
||
Prepaid expenses and other current assets: |
|
|
|
|
|
|
||
Foreign currency derivatives |
|
$ |
|
|
$ |
|
||
Other current liabilities: |
|
|
|
|
|
|
||
Foreign currency derivatives |
|
$ |
|
|
$ |
|
||
The pre-tax realized (gains) losses on commodity swap and foreign currency derivatives are recognized in the consolidated statements of operations as follows:
|
|
|
|
Amount of (Gain)/Loss Recognized |
|
|||||
|
|
|
|
Year Ended |
|
|||||
|
|
Location of Realized (Gain)/Loss Recognized in the Consolidated Statements of Operations |
|
2025 |
|
|
2024 |
|
||
Derivative instruments designated as cash flow hedges: |
|
|
|
|
|
|
|
|
||
Commodity swap derivatives |
|
Cost of sales |
|
$ |
( |
) |
|
$ |
|
|
Foreign currency derivatives |
|
Cost of sales |
|
$ |
( |
) |
|
$ |
|
|
35
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Note 9 – Property, Plant and Equipment
Property, plant and equipment consists of the following:
|
|
|
December 31, |
|
||||||
|
|
|
2025 |
|
|
|
2024 |
|
||
|
|
|
|
|
|
|
|
|
||
Land |
|
|
$ |
|
|
|
$ |
|
||
Buildings and improvements |
|
|
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
|
|
||
Machinery and equipment |
|
|
|
|
|
|
|
|
||
Software |
|
|
|
|
|
|
|
|
||
Construction in process |
|
|
|
|
|
|
|
|
||
Total cost |
|
|
|
|
|
|
|
|
||
Less: Accumulated depreciation and amortization |
|
|
|
( |
) |
|
|
|
( |
) |
Total property, plant and equipment, net |
|
|
$ |
|
|
|
$ |
|
||
Depreciation expense for the years ended December 31, 2025 and 2024, was $
Note 10 – Product Warranties
Warranty terms are based on the negotiated railcar sale, rebody or conversion contract, as applicable.
|
|
|
For the Year Ended December 31, |
|
|
||||||
|
|
|
2025 |
|
|
|
2024 |
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Balance at the beginning of the period |
|
|
$ |
|
|
|
$ |
|
|
||
Current year provision |
|
|
|
|
|
|
|
|
|
||
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 11 – Debt Financing and Credit Facilities
Long-term debt consists of the following as of December 31, 2025 and 2024:
|
|
December 31, |
|
|
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 $
36
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
The Term Loan bears interest at the 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 in the maximum aggregate principal amount of $
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 December 31, 2025. Revolving loans outstanding bear interest at the Term SOFR rate plus an applicable margin ranging from
As of December 31, 2025, the ABL bears interest at
The fair value of debt approximates its carrying value as of December 31, 2025. There have been no significant changes in the Company’s credit risk or the relevant market spreads since origination.
Estimated annual maturities of long-term debt, including the current portion as of December 31, 2025, are as follows:
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 and Thereafter |
|
|
|
|
|
|
$ |
|
Note 12 – 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
37
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
The 2020 Warrant, issued in November 2020, was exercisable for an aggregate of
The 2020 Warrant, 2021 Warrant, 2022 Warrant and 2023 Warrant are collectively referred to herein as the “Warrant”. As of December 31, 2025, the Warrant is classified as a liability and subject to fair value remeasurement at each balance sheet date. The fair value of the Warrant as of December 31, 2025 and December 31, 2024 was $
Note 13 – Mezzanine Equity
In May 2023, the Company issued to OC III LFE
On December 31, 2024, the Company used the proceeds from the Term Loan to redeem all outstanding shares of Preferred Stock. The Preferred Stock was redeemed at $
Note 14 – Accumulated Other Comprehensive Income
The changes in accumulated other comprehensive income consist of the following:
Year ended December 31, 2025 |
|
Pre-Tax |
|
|
Tax |
|
|
After-Tax |
|
|||
Pension liability activity: |
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustment for amortization of net loss (pre-tax other income) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Other comprehensive gain before reclassifications: |
|
|
|
|
|
|
|
|
|
|||
Unrealized gain on commodity swap derivatives |
|
|
|
|
|
( |
) |
|
|
|
||
Unrealized gain on foreign currency derivatives |
|
|
|
|
|
( |
) |
|
|
|
||
Amounts reclassified from accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
|
|||
(Gain) on commodity swap derivatives reclassified into cost of sales |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
(Gain) on foreign currency derivatives reclassified into cost of sales |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Year ended December 31, 2024 |
|
Pre-Tax |
|
|
Tax |
|
|
After-Tax |
|
|||
Pension liability activity: |
|
|
|
|
|
|
|
|
|
|||
Reclassification adjustment for amortization of net loss (pre-tax other income) |
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
Other comprehensive loss before reclassifications: |
|
|
|
|
|
|
|
|
|
|||
Unrealized loss on foreign currency derivatives |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Amounts reclassified from accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
|
|||
Loss on foreign currency derivatives reclassified into cost of sales |
|
|
|
|
|
- |
|
|
|
|
||
|
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
( |
) |
38
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
The components of accumulated other comprehensive income consist of the following:
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Unrecognized pension income, net of tax of $ |
|
$ |
|
|
$ |
|
||
Unrealized gain (loss) on foreign currency derivatives, net of tax of $ |
|
|
|
|
|
( |
) |
|
|
|
$ |
|
|
$ |
|
||
Note 15 – 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 are 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 Company has elected to utilize a full yield curve approach in estimating the interest component for pension benefits by applying the specific spot rates along the yield curve used in determining the benefit obligation to the relevant projected cash flows.
The changes in benefit obligation, change in plan assets and funded status as of December 31, 2025 and 2024, are as follows:
|
|
|
Pension Benefits |
|
||||||
|
|
|
2025 |
|
|
|
2024 |
|
||
Change in benefit obligation |
|
|
|
|
|
|
|
|
||
Benefit obligation – Beginning of year |
|
|
$ |
|
|
|
$ |
|
||
Interest cost |
|
|
|
|
|
|
|
|
||
Actuarial gain |
|
|
|
( |
) |
|
|
|
( |
) |
Benefits paid |
|
|
|
( |
) |
|
|
|
( |
) |
Benefit obligation – End of year |
|
|
|
|
|
|
|
|
||
Change in plan assets |
|
|
|
|
|
|
|
|
||
Plan assets – Beginning of year |
|
|
|
|
|
|
|
|
||
Return on plan assets |
|
|
|
|
|
|
|
( |
) |
|
Employer contributions |
|
|
|
|
|
|
|
|
||
Benefits paid |
|
|
|
( |
) |
|
|
|
( |
) |
Plan assets at fair value – End of year |
|
|
|
|
|
|
|
|
||
Funded status of plan – End of year |
|
|
$ |
( |
) |
|
|
$ |
( |
) |
|
|
|
Pension Benefits |
|
||||||
|
|
|
2025 |
|
|
|
2024 |
|
||
Amounts recognized in the Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
||
Non-current liabilities |
|
|
|
( |
) |
|
|
|
( |
) |
Net amount recognized as of December 31 |
|
|
$ |
( |
) |
|
|
$ |
( |
) |
Amounts recognized in accumulated other comprehensive income but not yet recognized in earnings as of December 31, 2025 and 2024, are as follows:
|
|
|
Pension Benefits |
|
||||||
|
|
|
2025 |
|
|
|
2024 |
|
||
|
|
|
|
|
|
|
|
|
||
Net actuarial loss |
|
|
$ |
|
|
|
$ |
|
||
39
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Components of net periodic benefit cost for the years ended December 31, 2025 and 2024, are as follows:
|
|
|
Pension Benefits |
|
||||||
|
|
|
2025 |
|
|
|
2024 |
|
||
Components of net periodic benefit cost |
|
|
|
|
|
|
|
|
||
Interest cost |
|
$ |
|
|
|
$ |
|
|
||
Expected return on plan assets |
|
|
|
( |
) |
|
|
|
( |
) |
Amortization of unrecognized net loss |
|
|
|
|
|
|
|
|
||
Total net periodic benefit cost |
|
$ |
|
|
|
$ |
|
|
||
The increase in accumulated other comprehensive income (pre-tax) for the years ended December 31, 2025 and 2024, are as follows:
|
|
|
Pension Benefits |
|
||||||
|
|
|
2025 |
|
|
|
2024 |
|
||
Net actuarial gain |
|
|
$ |
( |
) |
|
|
$ |
( |
) |
Amortization of: |
|
|
|
|
|
|
|
|
||
Net actuarial loss |
|
|
|
( |
) |
|
|
|
( |
) |
Total recognized in accumulated other comprehensive income |
|
|
$ |
( |
) |
|
|
$ |
( |
) |
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as of December 31, 2025:
|
|
|
Pension Benefits |
|
|
|
|
|
|
|
|
2026 |
|
|
|
|
|
2027 |
|
|
|
|
|
2028 |
|
|
|
|
|
2029 |
|
|
|
|
|
2030 |
|
|
|
|
|
2031 through 2035 |
|
|
|
|
|
As of December 31, 2025, the Company expects to make contributions of approximately $
The assumptions used to determine end of year benefit obligations are shown in the following table:
|
|
|
Pension Benefits |
|||
|
|
|
2025 |
|
|
2024 |
Discount rates |
|
|
|
|
||
The discount rate is determined using a yield curve model that uses yields on high quality corporate bonds (AA rated or better) to produce a single equivalent rate. The yield curve model excludes callable bonds except those with make-whole provisions, private placements and bonds with variable rates.
In October 2021, the Society of Actuaries issued base mortality table Pri-2012 which is split by retiree and contingent survivor tables and includes mortality improvement assumptions for United States plans, scale (MP-2021 with COVID adjustment), which reflects additional data that the Social Security Administration has released since prior assumptions (MP-2020) were developed. The Company used the base mortality table Pri-2012 projected generationally using a modified MP-2021 with Endemic COVID adjustment for purposes of measuring its pension obligations as of December 31, 2025.
The 2025 actuarial gain was $
40
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
The assumptions used in the measurement of net periodic cost are shown in the following table:
|
|
|
Pension Benefits |
||||
|
|
|
2025 |
|
|
2024 |
|
Discount rate for benefit obligations |
|
|
|
|
|
||
Expected return on plan assets |
|
|
|
|
|
||
Rate for interest on benefit obligations |
|
|
|
|
|
||
Discount rate for service cost |
|
|
N/A |
|
|
N/A |
|
The Company’s pension plan’s weighted average asset allocations as of December 31, 2025 and 2024, and target allocations for 2026, by asset category, are as follows:
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
December 31, |
|
|
Target Allocation |
|
|||||
|
|
|
2025 |
|
|
2024 |
|
|
2026 |
|
||
Asset Category |
|
|
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
% |
|
|
% |
|
|
|||
Equity securities |
|
|
|
% |
|
|
% |
|
|
|||
Fixed income securities |
|
|
|
% |
|
|
% |
|
|
|||
Real estate |
|
|
|
% |
|
|
% |
|
|
|||
|
|
|
|
% |
|
|
% |
|
|
|||
The basic goal underlying the pension plan investment policy is to ensure that the assets of the plans, along with expected plan sponsor contributions, will be invested in a prudent manner to meet the obligations of the plans as those obligations come due under a broad range of potential economic and financial scenarios, maximize the long-term investment return with an acceptable level of risk based on such obligations, and broadly diversify investments across and within the capital markets to protect asset values against adverse movements in any one market. The Company’s investment strategy is to manage the risk of plan investments with less volatile assets, such as fixed-income securities. Investment practices must comply with the requirements of ERISA and any other applicable laws and regulations. The Company, in consultation with its investment advisors, has determined a targeted allocation of invested assets by category and it works with its advisors to reasonably maintain the actual allocation of assets near the target. The long term return on assets was estimated based upon historical market performance, expectations of future market performance for debt and equity securities and the related risks of various allocations between debt and equity securities. Numerous asset classes with differing expected rates of return, return volatility and correlations are utilized to reduce risk through diversification.
The Company’s pension plan assets are invested in mutual funds for each fund classification.
Pension Plan Assets |
|
|
As of December 31, 2025 |
|
||||||||||||||||
|
|
|
Level 1 |
|
|
|
Level 2 |
|
|
|
Level 3 |
|
|
|
Total |
|
||||
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed income funds |
|
|
$ |
|
|
|
$ |
- |
|
|
|
$ |
- |
|
|
|
$ |
|
||
Cash and equivalents |
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
Total |
|
|
$ |
|
|
|
$ |
- |
|
|
|
$ |
- |
|
|
|
$ |
|
||
Pension Plan Assets |
|
|
As of December 31, 2024 |
|
||||||||||||||||
|
|
|
Level 1 |
|
|
|
Level 2 |
|
|
|
Level 3 |
|
|
|
Total |
|
||||
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed income funds |
|
|
$ |
|
|
|
$ |
- |
|
|
|
$ |
- |
|
|
|
$ |
|
||
Cash and equivalents |
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
|
||
Total |
|
|
$ |
|
|
|
$ |
- |
|
|
|
$ |
- |
|
|
|
$ |
|
||
41
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
The Company also maintains qualified defined contribution plans, which provide benefits to their employees based on employee contributions and employee earnings, with discretionary contributions allowed. Expenses related to these plans were $
42
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Note 16 - Income Taxes
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require changes to certain annual income tax disclosures and are effective for FreightCar's annual reporting periods beginning January 1, 2025. As such, the impacted disclosures for 2025 are reflected below in accordance with the updated requirements. These updates require, among other changes, (i) the use of specific categories and enhanced presentation within the income tax rate reconciliation, (ii) greater disaggregation of disclosures about income taxes paid, and (iii) more detailed disclosure of income tax expense. As allowed under the ASU, the Company has applied these changes retroactively. The amendments in this update did not affect the recognition, measurement, or financial statement presentation of income taxes.
The components of the loss before income taxes for the Company’s domestic and foreign operations are as follows: |
|
|||||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
Year Ended December 31, |
|
||||||
|
|
|
2025 |
|
|
|
2024 |
|
||
Domestic |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
Foreign |
|
|
|
( |
) |
|
|
|
|
|
Loss before income taxes |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
|
|
|
|
|
|
|
|
||
The provision for income taxes for the periods indicated includes current and deferred components as follows:
|
|
|
Year Ended December 31, |
|
||||||
|
|
|
2025 |
|
|
|
2024 |
|
||
Current Tax Provision |
|
|
|
|
|
|
|
|
||
Federal |
|
$ |
|
|
|
$ |
|
|
||
Foreign |
|
|
|
|
|
|
|
|
||
State |
|
|
|
|
|
|
|
|
||
Total Current Tax Provision |
|
|
|
|
|
|
|
|
||
Deferred Tax Provision (Benefit) |
|
|
|
|
|
|
|
|
||
Federal |
|
|
|
( |
) |
|
|
|
|
|
Foreign |
|
|
|
( |
) |
|
|
|
|
|
State |
|
|
|
( |
) |
|
|
|
|
|
Total Deferred Tax Provision (Benefit) |
|
|
|
( |
) |
|
|
|
|
|
Total Tax Provision |
|
$ |
|
( |
) |
|
$ |
|
|
|
43
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
The provision for income taxes for the periods indicated differs from the amounts computed by applying the federal statutory rate as follows:
|
|
|
|
|
Year Ended December 31, |
|||||||||||||||
|
|
|
|
2025 |
|
|
2024 |
|||||||||||||
|
|
|
|
|
Amount |
|
Percent |
|
|
|
|
Amount |
|
Percent |
|
|
||||
Statutory United States federal income tax rate |
$ |
|
( |
) |
|
|
% |
|
$ |
|
( |
) |
|
|
% |
|||||
State and local income taxes, net of Federal income tax effect(1) |
|
|
( |
) |
|
|
% |
|
|
|
|
|
( |
) |
% |
|||||
Foreign rate differential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mexico |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Statutory tax rate difference between Mexico and United States |
|
|
( |
) |
|
|
% |
|
|
|
|
|
( |
) |
% |
|||||
Non-deductible interest expense |
|
|
|
|
( |
) |
% |
|
|
|
|
|
( |
) |
% |
|||||
Non-deductible expenses |
|
|
|
|
( |
) |
% |
|
|
|
|
|
( |
) |
% |
|||||
Deferred adjustments |
|
|
( |
) |
|
|
% |
|
|
|
|
|
( |
) |
% |
|||||
Return to provision adjustment |
|
|
( |
) |
|
|
% |
|
|
|
|
|
( |
) |
% |
|||||
Foreign exchange rate revaluation |
|
|
( |
) |
|
|
% |
|
|
|
|
|
( |
) |
% |
|||||
Other |
|
|
( |
) |
|
|
% |
|
|
|
|
|
( |
) |
% |
|||||
Other foreign jurisdictions |
|
|
|
|
( |
) |
% |
|
|
|
|
|
( |
) |
% |
|||||
Effect of cross-border tax laws |
|
|
( |
) |
|
|
% |
|
|
|
|
|
|
% |
||||||
Valuation allowance |
|
|
( |
) |
|
|
% |
|
|
|
( |
) |
|
|
% |
|||||
Nontaxable or nondeductible Items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Nondeductible mark to market adjustment |
|
|
|
|
( |
) |
% |
|
|
|
|
|
( |
) |
% |
|||||
Nondeductible stock compensation - Section 162(m) |
|
|
|
|
( |
) |
% |
|
|
|
|
|
( |
) |
|
|||||
Other permanent differences |
|
|
|
|
( |
) |
% |
|
|
|
( |
) |
|
|
% |
|||||
Other adjustments |
|
|
( |
) |
|
|
% |
|
|
|
( |
) |
|
|
% |
|||||
Effective income tax rate |
$ |
|
( |
) |
|
|
% |
|
$ |
|
|
|
( |
) |
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) |
|
|
||||||||||||||||||
The increase in effective tax rate from 2024 to 2025 was primarily due to the release of the majority of the valuation allowance previously recorded against U.S. federal deferred tax assets in 2025.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented as of 2026. The impact of these tax law changes is not material to the consolidated financial statements.
44
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Deferred income taxes result from temporary differences in the financial and tax basis of assets and liabilities. Components of deferred tax assets (liabilities) consisted of the following:
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
Assets |
|
|
Liabilities |
|
|
Assets |
|
|
Liabilities |
|
|||||
Accrued post-retirement and pension benefits |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
||
Intangible assets |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
Accrued expenses |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
||
Prepaid expenses |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Inventory valuation |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
||
Property, plant and equipment and railcars on operating leases |
|
|
|
|
|
|
|
|
- |
|
|
|
( |
) |
||
Net operating loss |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
||
Interest carryforwards |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
||
Credit carryforwards |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
||
Stock-based compensation expense |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
||
Other |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Right of use asset |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Lease liability |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
||
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Valuation Allowance |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
Deferred tax assets (liabilities) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
(Decrease) increase in valuation allowance |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
|
|
||
A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2025, the Company's U.S. federal results have switched from a three-year cumulative loss position to a three-year cumulative income position when considering pretax book income and permanent items, allowing the Company to utilize forecasts of future profits as a source of income when evaluating the overall need for a valuation allowance. During the second quarter of 2025, due to cumulative income in recent years, management concluded that certain deferred tax asset balances for federal and state jurisdictions are realizable, which is the primary reason for the $
The Company has certain pretax state net operating loss carryforwards of $
No deferred taxes have been provided for any outside basis differences in foreign subsidiaries. Any undistributed foreign earnings are permanently reinvested and needed in the local jurisdictions for operations in China and Mexico.
The Company does
45
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
The Company and/or its subsidiaries file income tax returns with the United States federal government and in various state and foreign jurisdictions.
Jurisdiction |
|
|
|
|
|
Earliest Year |
United States Federal |
|
|
|
|
|
|
States: |
|
|
|
|
|
|
Pennsylvania |
|
|
|
|
|
|
Texas |
|
|
|
|
|
|
Illinois |
|
|
|
|
|
|
Virginia |
|
|
|
|
|
|
Colorado |
|
|
|
|
|
|
Indiana |
|
|
|
|
|
|
Nebraska |
|
|
|
|
|
|
Alabama |
|
|
|
|
|
|
Georgia |
|
|
|
|
|
|
South Carolina |
|
|
|
|
|
|
Foreign: |
|
|
|
|
|
|
China |
|
|
|
|
|
|
Mexico |
|
|
|
|
|
Components of cash paid for income taxes, net of refunds, were as follows:
|
|
Year Ended December 31, |
|
|||||||
|
|
|
2025 |
|
|
|
2024 |
|
||
United States federal taxes |
|
$ |
|
|
|
$ |
|
|
||
State taxes |
|
|
|
|
|
|
|
|
||
Foreign |
|
|
|
|
|
|
|
|
||
Mexico |
|
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
|
$ |
|
|
||
Note 17 - Stock-Based Compensation
The Company’s incentive compensation plan, titled “The 2022 Long Term Incentive Plan” (as amended to date, the “2022 Plan” or “Incentive Plan”) provides for the grant to eligible persons of stock options, share appreciation rights (“SAR”), restricted shares, restricted share units, performance shares, performance units, dividend equivalents and other share-based awards, referred to collectively as the awards. Time-vested stock option awards generally vest based on one to three years of service and have 10-year contractual terms. Share awards generally vest over one to three years. Certain option and share awards provide for accelerated vesting if there is a change in control (as defined in the Incentive Plan). The Company accounts for forfeitures of stock‑based awards as incurred. The 2022 Plan will terminate as to future awards on May 12, 2032.
The Company has
Stock Options
Time-Vested Options
The Company recognizes stock-based compensation expense for time-vested stock option awards based on the fair value of the award on the grant date using the Black-Scholes option valuation model. Expected life in years for time-vested stock option awards was determined using the simplified method. The Company believes that it is appropriate to use the simplified method in determining the expected life for time-vested stock options because the Company does not have sufficient historical exercise data to provide a
46
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
reasonable basis upon which to estimate the expected term for time-vested stock options. Expected volatility was based on the historical volatility of the Company’s stock. The risk-free interest rate was based on the United States Treasury bond rate for the expected life of the option. The expected dividend yield was based on the latest annualized dividend rate and the current market price of the underlying Common Stock on the date of the grant.
Grant date fair values of time-vested stock option awards were estimated using the Black-Scholes option valuation model with the following assumptions:
|
|
|
|
|
|
|
|
Expected |
|
Risk Free |
|
Grant Date |
|
|
|
|
|
|
|
|
Expected |
|
Dividend |
|
Interest |
|
Fair Value |
|
|
Grant Year |
|
Grant Date |
|
Expected Life |
|
Volatility |
|
Yield |
|
Rate |
|
Per Award |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||||
|
|
|
|
|
|
$ |
|
|||||||
|
|
|
|
|
|
$ |
|
|||||||
A summary of the Company’s time-vested stock options activity and related information as of December 31, 2025 and 2024, and changes during the years then ended, is presented below:
|
|
|
|
|
December 31, |
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
|
|
|
Weighted- |
|
|
|
|
|
Weighted- |
|
||||
|
|
|
|
|
Average |
|
|
|
|
|
Average |
|
||||
|
|
|
|
|
Exercise |
|
|
|
|
|
Exercise |
|
||||
|
|
Options |
|
|
Price |
|
|
Options |
|
|
Price |
|
||||
|
|
Outstanding |
|
|
(per share) |
|
|
Outstanding |
|
|
(per share) |
|
||||
Outstanding at the beginning of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercised |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Outstanding at the end of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercisable at the end of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
A summary of the Company’s time-vested stock options outstanding as of December 31, 2025 is presented below:
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
||||
|
|
|
|
|
Average |
|
|
Weighted- |
|
|
|
|
||||
|
|
|
|
|
Remaining |
|
|
Average |
|
|
|
|
||||
|
|
|
|
|
Contractual |
|
|
Exercise |
|
|
Aggregate |
|
||||
|
|
Options |
|
|
Term |
|
|
Price |
|
|
Intrinsic |
|
||||
|
|
Outstanding |
|
|
(in years) |
|
|
(per share) |
|
|
Value |
|
||||
Options outstanding |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
Vested or expected to vest |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
Options exercisable |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
The Company issued
47
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Inducement Options
On June 26, 2023 (the “Grant Date”), the Company issued
The Company measured the fair value of the Inducement Options as of the Grant Date using a Monte Carlo Simulation Model considering the following assumptions: trading stock price as of the Grant Date of $
Stock Appreciation Rights
During 2020 and 2021, the Company granted
The estimated fair value of the stock appreciation rights immediately preceding the modification was $
A summary of the Company’s stock appreciation rights activity and related information as of December 31, 2025 and 2024, and changes during the year is presented below:
|
|
|
|
|
December 31, |
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
|
|
|
Weighted- |
|
|
|
|
|
Weighted- |
|
||||
|
|
|
|
|
Average |
|
|
|
|
|
Average |
|
||||
|
|
|
|
|
Exercise |
|
|
|
|
|
Exercise |
|
||||
|
|
SARS |
|
|
Price |
|
|
SARS |
|
|
Price |
|
||||
|
|
Outstanding |
|
|
(per share) |
|
|
Outstanding |
|
|
(per share) |
|
||||
Outstanding at the beginning of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Exercised |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Outstanding at the end of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercisable at the end of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
48
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
The Company issued
As of December 31, 2025, the Company had
Restricted Shares
Restricted Share Awards
The Company recognizes stock-based compensation for restricted stock awards over the vesting period based on the fair market value of the stock on the date of the award, calculated as the average of the high and low trading prices for the Company’s Common Stock on the award date.
|
|
|
|
|
December 31, |
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
|
|
|
Weighted- |
|
|
|
|
|
Weighted- |
|
||||
|
|
|
|
|
Average |
|
|
|
|
|
Average |
|
||||
|
|
|
|
|
Grant Date |
|
|
|
|
|
Grant Date |
|
||||
|
|
|
|
|
Fair Value |
|
|
|
|
|
Fair Value |
|
||||
|
|
Shares |
|
|
(per share) |
|
|
Shares |
|
|
(per share) |
|
||||
Non-vested at the beginning of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Non-vested at the end of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Expected to vest |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The fair value of stock awards vested during the years ended December 31, 2025 and 2024, was $
49
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Restricted Stock Units
The Company recognizes stock-based compensation for restricted stock units over the vesting period based on the fair market value of the stock on the date of the award, calculated as the average of the high and low trading prices for the Company’s Common Stock on the award date.
|
|
December 31, |
|
|
|||||
|
|
2025 |
|
|
|||||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Weighted- |
|
|
||
|
|
|
|
|
Average |
|
|
||
|
|
|
|
|
Grant Date |
|
|
||
|
|
|
|
|
Fair Value |
|
|
||
|
|
Shares |
|
|
(per share) |
|
|
||
Non-vested at the beginning of the year |
|
|
|
|
$ |
|
|
||
Granted |
|
|
|
|
|
|
|
||
Vested |
|
|
|
|
|
|
|
||
Forfeited |
|
|
|
|
|
|
|
||
Non-vested at the end of the year |
|
|
|
|
$ |
|
|
||
Expected to vest |
|
|
|
|
$ |
|
|
||
As of December 31, 2025, there was $
Note 18 - 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.
50
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Note 19 – Earnings (Loss) Per Share
The net income (loss) available to common stockholders and weighted average common shares outstanding are as follows:
|
|
Year Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
||
Numerator: |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
Accretion of financing fees |
|
|
|
|
|
( |
) |
|
Accrued dividends on Series C Preferred Stock |
|
|
|
|
|
( |
) |
|
Allocation of undistributed earnings to nonvested restricted shares |
|
|
( |
) |
|
|
|
|
Net income (loss) available to common stockholders - basic |
|
$ |
|
|
$ |
( |
) |
|
Undistributed earnings reallocated to nonvested restricted shares |
|
|
|
|
|
|
||
Net income (loss) available to common stockholders - diluted |
|
$ |
|
|
$ |
( |
) |
|
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding |
|
|
|
|
|
|
||
Issuance of Warrants |
|
|
|
|
|
|
||
Weighted average common shares outstanding - basic |
|
|
|
|
|
|
||
Issuance of Fixed Warrants |
|
|
|
|
|
|
||
Dilutive effect of employee stock options |
|
|
|
|
|
|
||
Weighted average common shares outstanding - diluted |
|
|
|
|
|
|
||
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 year. 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 year. 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 years ended December 31, 2025 and 2024,
Shareholder Rights Plan
On September 2, 2025, the Company’s Board of Directors declared a dividend of one preferred share purchase right (a “Right”), payable on September 8, 2025, for each outstanding share of the Company’s common stock to stockholders of record on September 2, 2025. Each Right entitles the shareholder to purchase from the Company one one-hundredth of a share of Series D Junior Participating Preferred Stock for $
51
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
Note 20 – 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 before income taxes is as follows:
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, 2025 |
|
|||||||||||||
|
|
Manufacturing |
|
|
Aftermarket |
|
|
Corporate |
|
|
Total |
|
||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other segment items (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Reconciliation to consolidated income before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated interest expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Loss on change in fair market value of Warrant liability |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Consolidated other income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated loss before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||
(1)
52
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, 2024 |
|
|||||||||||||
|
|
Manufacturing |
|
|
Aftermarket |
|
|
Corporate |
|
|
Total |
|
||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other segment items (1) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Reconciliation to consolidated loss before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated interest expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Loss on change in fair market value of Warrant liability |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Consolidated other expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Consolidated loss before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||
(1)
A summary of segment depreciation, amortization and capital expenditures is as follows:
|
|
Year Ended |
|
|||||
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Depreciation and amortization: |
|
|
|
|
|
|
||
Manufacturing |
|
$ |
|
|
$ |
|
||
Aftermarket |
|
|
|
|
|
|
||
Corporate |
|
|
|
|
|
|
||
Consolidated depreciation and amortization |
|
$ |
|
|
$ |
|
||
Capital expenditures: |
|
|
|
|
|
|
||
Manufacturing |
|
$ |
|
|
$ |
|
||
Aftermarket |
|
|
|
|
|
|
||
Corporate |
|
|
|
|
|
|
||
Consolidated capital expenditures |
|
$ |
|
|
$ |
|
||
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.
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Assets: |
|
|
|
|
|
|
||
Manufacturing |
|
$ |
|
|
$ |
|
||
Aftermarket |
|
|
|
|
|
|
||
Corporate |
|
|
|
|
|
|
||
Total operating assets |
|
|
|
|
|
|
||
Consolidated income taxes receivable and deferred income taxes |
|
|
|
|
|
|
||
Consolidated assets |
|
$ |
|
|
$ |
|
||
53
FreightCar America, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the Years Ended December 31, 2025 and 2024
(in thousands, except for share and per share data)
A summary of revenues and long-lived assets by geographic information is as follows:
|
Geographic Information |
|
||||||||||||||
|
|
Revenues (a) |
|
|
Long Lived Assets (b) |
|
||||||||||
|
|
Year Ended |
|
|
|
|
|
|
|
|||||||
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Mexico |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(a) Revenue is attributable to countries based upon revenue recognition conditions.
(b)
Note 21 – Related Parties
Fabricaciones y Servicios de México, S.A. de C.V. (“Fasemex”) is owned by Jesús Gil, a director of the Company, and Alejandro Gil and Salvador Gil, siblings of Jesús Gil. Both Jesús Gil and Alejandro Gil are beneficial owners of over
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
Related party asset, included in prepaid expenses and other current assets on the consolidated balance sheets, of $
As of December 31, 2025 and 2024, the Warrantholder beneficially owned approximately
54
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by our annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management, under the supervision of the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by the Board, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:
As of the end of the Company’s 2025 fiscal year, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board regarding the reliability of financial records used in preparation of the Company’s published financial statements. As all internal control systems have inherent limitations, even systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Based on its assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been no change in our internal control over financial reporting during the fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our internal controls over financial reporting as of December 31, 2025, have been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report included above under the heading “Report of Independent Registered Public Accounting Firm.”
55
Item 9B. Other Information.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
56
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by Item 10 regarding our directors and corporate governance matters is incorporated by reference herein to our 2026 Proxy Statement section entitled “Governance of the Company.” The information required by Item 10 regarding our executive officers is incorporated by reference herein to our 2026 Proxy Statement section entitled “Executive Officers.”
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of the Company’s knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2025 and written representations that no other reports were required, there were no late Section 16 filings during the year ended December 31, 2025.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to our executive officers, including our Principal Executive Officer, our Principal Financial Officer and our Principal Accounting Officer, which can be found on our website at http://www.freightcaramerica.com. We will post any amendment to or waiver from the provisions of the Code of Business Conduct and Ethics that applies to the executive officers above on the same website and will provide it to shareholders free of charge upon written request by contacting FreightCar America, Inc. at 125 South Wacker Drive, Suite 1500, Chicago IL 60606, Attention: Investor Relations.
Insider Trading Policy
We have
Information required to be disclosed regarding our Insider Trading Policy is hereby incorporated by reference to the information in our 2026 Proxy Statement section entitled “Compensation Overview—Company Insider Trading Policy.”
Item 11. Executive Compensation.
Information required to be disclosed by this item is hereby incorporated by reference to the information in our 2026 Proxy Statement sections entitled “Compensation Overview” and “Executive Compensation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information required to be disclosed by this item is hereby incorporated by reference to the information in our 2026 Proxy Statement sections entitled “Stock Ownership—Security Ownership of Certain Beneficial Owners and Management” and “Compensation Overview.”
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required to be disclosed by this item is hereby incorporated by reference to the information in our 2026 Proxy Statement sections entitled “Certain Relationships and Related Transactions” and “Governance of the Company—Independence of Directors.”
57
Item 14. Principal Accounting Fees and Services.
Information required to be disclosed by this item is hereby incorporated by reference to the information in our 2026 Proxy Statement section entitled “Fees of Independent Registered Public Accounting Firm and Audit Committee Report—Fees Billed by Independent Registered Public Accounting Firm.”
PART IV
Item 15. Exhibits, Financial Statement Schedules.
Exhibits
The following financial statements are included in this Form10-K:
1. Consolidated Financial Statements of FreightCar America, Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm,
Consolidated Balance Sheets as of December 31, 2025 and 2024.
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024.
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024.
Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit for the years ended December 31, 2025 and 2024.
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024.
Notes to Consolidated Financial Statements.
2. The exhibits listed on the “Exhibit Index” to this Form 10-K are filed with this Form 10-K or incorporated by reference as set forth below.
EXHIBIT INDEX |
|
Exhibit Number |
Exhibit Description |
3.1 |
Certificate of Ownership and Merger of FreightCar America, Inc. into FCA Acquisition Corp., as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2023). |
3.2 |
Third Amended and Restated By-laws of FreightCar America, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report filed on Form 8-K filed with the Commission on September 28, 2007). |
3.3 |
Third Amended and Restated By-laws of FreightCar America, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report filed on Form 8-K filed with the Commission on September 28, 2007). |
3.4 |
Certificate of Designation of Series D Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on September 8, 2025 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on September 8, 2025). |
4.1† |
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. |
4.2 |
Rights Agreement, dated as of September 8, 2025, by and between the Company and Computershare Trust Company, N.A., which includes as Exhibit A, the Form of Certificate of Designation of Series D Junior Participating Preferred Stock, and as Exhibit B, the Form of Right Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2025). |
10.1* |
Letter agreement regarding Terms of Employment dated July 17, 2017, by and between FreightCar America, Inc. and James R. Meyer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 19, 2017). |
10.2* |
Letter agreement regarding Terms of Employment dated March 18, 2022 by and between FreightCar America, Inc. and Michael A. Riordan (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 10, 2022). |
10.3* |
Employment Letter Agreement dated May 12, 2023 by and between FreightCar America, Inc. and Nicholas J. Randall (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 18, 2023). |
58
10.4* |
Letter agreement regarding Terms of Employment dated September 11, 2019 by and between FreightCar America, Inc. and William Matthew Tonn (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission on November 15, 2021). |
10.5* |
Form of Indemnification Agreement between FreightCar America, Inc. and each of its current directors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 24, 2010). |
10.6* |
FreightCar America, Inc. 2005 Long Term Incentive Plan (Restated to incorporate all Amendments) (incorporated by reference to Appendix I to the Company’s Proxy Statement for the annual meeting of stockholders held on May 17, 2013 filed with the Commission on April 12, 2013). |
10.7* |
Form of Restricted Share Award Agreement for the Company’s independent directors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 27, 2006). |
10.8* |
Form of Restricted Share Award Agreement for the Company’s employees (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 15, 2008). |
10.9* |
Form of Stock Option Award Agreement for the Company’s employees (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 15, 2008). |
10.10* |
Form of Performance Share Award Agreement for the Company’s employees (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 16, 2015). |
10.11* |
FreightCar America, Inc. 2018 Long Term Incentive Plan (incorporated by reference to Appendix I to the Company’s Proxy Statement for the annual meeting of stockholders held on May 10, 2018 filed with the Commission on March 30, 2018). |
10.11.1* |
FreightCar America, Inc. 2018 Long Term Incentive Plan (as amended and restated effective May 14, 2020) (incorporated by reference to Appendix A to the Company’s Proxy Statement for the annual meeting of stockholders held on May 14, 2020 filed with the Commission on March 30, 2020). |
10.11.2* |
Form of Stock Option Award Agreement pursuant to the FreightCar America, Inc. 2018 Long-Term Incentive Plan (as amended and restated effective May 14, 2020) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2021). |
10.12* |
FreightCar America, Inc. 2022 Long Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement for the annual meeting of stockholders held on May 12, 2022 filed with the Commission on April 1, 2022). |
10.12.1* |
Amendment No. 1 to FreightCar America, Inc. 2022 Long Term Incentive Plan dated as of March 27, 2023 (incorporated by reference to Exhibit 10.15.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022). |
10.12.2* |
Amendment No. 2 to FreightCar America, Inc. 2022 Long Term Incentive Plan dated as of May 11, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2023). |
10.12.3* |
Amendment No. 3 to the FreightCar America, Inc. 2022 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 20, 2024). |
10.13* |
FreightCar America, Inc. Executive Severance Plan (As Amended and Restated January 17, 2022) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 10, 2022). |
10.14 |
Investor Rights Agreement, dated October 16, 2020, by and between the Company and Fabricaciones y Servicios de México, S.A. de C.V., Agben de Mexico, S.A. de C.V. and Fasemex, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 19, 2020). |
10.15 |
Novation Agreement and Restated Lease Agreement, dated October 16, 2020, by and between Fabricaciones y Servicios de México, S.A. de C.V., as lessor, and FCA-Fasemex, S. de R.L. de C.V., as lessee (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on October 19, 2020). |
10.15.1 |
First Amendment to Novation Agreement and Restatement of Lease Agreement, dated as of November 5, 2021, by and between Jesus Salvador Gil Benavides, Alejandro Gil Benavides, Salvador Gil Benavides, FCA-Fasemex, S. de R.L. de C.V. and Fabricaciones y Servicios de México, S.A. de C.V. (incorporated by reference to Exhibit 10.62 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021). |
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10.16 |
Royalty Agreement, dated January 23, 2024, by and between the Company and Alejandro Gil Benavides (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 8, 2024). |
10.17 |
Royalty Agreement, dated January 23, 2024, by and between the Company and Jesús Salvador Gil Benavides (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 8, 2024). |
10.18 |
Royalty Agreement, dated January 23, 2024, by and between the Company and Salvador Gil Benavides (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 8, 2024). |
10.19 |
Credit Agreement, dated as of April 16, 2019, by and between FreightCar America Leasing 1, LLC and M & T Bank (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 filed with the Commission on August 1, 2019). |
10.19.1 |
Forbearance and Settlement Agreement dated as of December 28, 2021, by and among the Company and certain of its subsidiaries and Manufacturers and Traders Trust Company (incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021). |
10.20** |
Credit Agreement, dated October 13, 2020, by and among the Company, FreightCar North America, LLC, CO Finance LVS VI LLC and U.S. Bank National Association (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on October 19, 2020). |
10.20.1 |
Amendment No. 1 to the Term Loan Credit Agreement dated as of January 30, 2021 (incorporated by reference to Exhibit 10.22.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022). |
10.20.2 |
Amendment No. 2 to the Credit Agreement dated as of May 14, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 16, 2021). |
10.20.3 |
Amendment No. 3 to the Credit Agreement dated as of July 30, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 15, 2021). |
10.20.4 |
Amendment No. 4 to the Credit Agreement dated as of December 30, 2021 (incorporated by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021). |
10.20.5 |
Amendment No. 5 to the Credit Agreement dated as of March 1, 2022 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 10, 2022). |
10.20.6 |
Amendment No. 6 to the Term Loan Credit Agreement dated as of January 30, 2023 (incorporated by reference to Exhibit 10.22.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022). |
10.20.7 |
Amendment No. 7 to the Term Loan Credit Agreement dated as of February 27, 2023 (incorporated by reference to Exhibit 10.22.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022). |
10.20.8 |
Amendment No. 8 to the Term Loan Credit Agreement, dated March 23, 2023, by and among FreightCar America, Inc., FreightCar North America, LLC, CO Finance LVS VI LLC and U.S. Bank National Association (incorporated by reference to Exhibit 10.22.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022). |
10.21** |
Warrant Acquisition Agreement, dated October 13, 2020, by and between the Company and CO Finance LCS VI LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on October 19, 2020). |
10.21.1 |
Form of Warrant issued by the Company to CO Finance LVS VI LLC (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Commission on October 19, 2020). |
10.21.2 |
Amended and Restated Warrant to Purchase Common Stock of FreightCar America, Inc. dated as of March 1, 2022, by and between the Company and OC III LVS XII LP (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 10, 2022). |
10.21.3 |
Amended and Restated Warrant to Purchase Common Stock of FreightCar America, Inc. dated as of March 1, 2022, by and between the Company and OC III LVS XXVIII LP (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 10, 2022). |
10.22 |
Form of Registration Rights Agreement by and between the Company and CO Finance LVS VI LLC (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Commission on October 19, 2020). |
10.23 |
Registration Rights Agreement dated as of December 30, 2021, by and between the Company and CO Finance LVS VI LLC (incorporated by reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021). |
10.24 |
Warrant to Purchase Common Stock of FreightCar America, Inc. dated as of December 30, 2021, by and between the Company and CO Finance LVS VI LLC (incorporated by reference to Exhibit 10.59 to the |
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Company’s Annual Report on Form 10-K filed with the Commission for the fiscal year ended December 31, 2021). |
10.25 |
Warrant Acquisition Agreement, dated as of April 4, 2022, by and among the Company and OC III LVS XXVIII LP (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 8, 2022). |
10.25.1 |
Warrant issued by the Company to OC III LVS XXVIII LP dated as of April 4, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 8, 2022). |
10.26 |
Registration Rights Agreement dated as of April 4, 2022, by and between the Company and OC III LVS XXVIII LP (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 8, 2022). |
10.27 |
Securities Purchase Agreement dated as of March 23, 2023 by and between the Company and OC III LFE II LP (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022). |
10.28 |
Warrant issued by the Company to OC III LFE II LP, dated as of May 22, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 24, 2023). |
10.29 |
Financing Agreement, dated as of December 31, 2024, by and among FreightCar America, Inc., FreightCar North America, LLC, certain of subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto and Blue Torch Finance LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on January 6, 2025). |
10.30 |
Pledge and Security Agreement, dated as of December 31 2024, by and among FreightCar America, Inc., FreightCar North America, LLC, certain of subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto and Blue Torch Finance LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on January 6, 2025). |
10.31 |
Loan and Security Agreement, dated as of February 12, 2025, by and among FreightCar America, Inc., 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 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 18, 2025). |
10.32 |
Pledge Agreement, dated as of February 12, 2025, by and among FreightCar America, Inc., FreightCar North America, LLC, certain subsidiaries of FreightCar North America, LLC and Bank of America, N.A., as agent. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on February 18, 2025). |
10.33 |
Amendment No. 1 to Employment Letter Agreement, by and between FreightCar America, Inc. and Nicholas J. Randall (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on September 16, 2025). |
10.34 |
Amendment No. 1 to Offer Letter Agreement, by and between FreightCar America, Inc. and Michael A. Riordan. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on September 16, 2025). |
19 |
Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K filed with the Commission on March 12, 2025). |
21 |
Subsidiaries of FreightCar America, Inc. (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022). |
23.1† |
Consent of Independent Registered Public Accounting Firm. |
31.1† |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2† |
Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32† |
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
97.1 |
FreightCar America, Inc. Executive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed with the Commission on March 12, 2025). |
101.INS |
Inline XBRL Instance Document |
101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document |
101PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
Exhibit 104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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* Management compensatory arrangement.
** Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
† Filed herewith.
None.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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FREIGHTCAR AMERICA, INC. |
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Date: March 9, 2026 |
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By: |
/s/ NICHOLAS J. RANDALL |
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Nicholas J. Randall |
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President and Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ NICHOLAS J. RANDALL Nicholas J. Randall |
President and Chief Executive Officer (Principal Executive Officer) and Director |
March 9, 2026 |
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/s/ MICHAEL A. RIORDAN Michael A. Riordan |
Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
March 9, 2026 |
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/s/ JUAN CARLOS FUENTES SIERRA Juan Carlos Fuentes Sierra |
Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) |
March 9, 2026 |
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/s/ JAMES R. MEYER James R. Meyer |
Executive Chairman of the Board and Director |
March 9, 2026 |
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/s/ ELIZABETH K. ARNOLD Elizabeth K. Arnold |
Director |
March 9, 2026 |
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/s/ JESUS SALVADOR GIL BENAVIDES Jesus Salvador Gil Benavides |
Director |
March 9, 2026 |
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/s/ MALCOLM F. MOORE Malcolm F. Moore |
Director |
March 9, 2026 |
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/s/ RODGER L. BOEHM Rodger L. Boehm |
Director |
March 9, 2026 |
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/s/ TRAVIS D. KELLY Travis D. Kelly |
Director |
March 9, 2026 |
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/s/ JOSÉ DE NIGRIS FELÁN José De Nigris Felán |
Director |
March 9, 2026 |
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FAQ
How did FreightCar America (RAIL) perform financially in 2025?
What were FreightCar America (RAIL)’s railcar deliveries and backlog in 2025?
How did FreightCar America’s segments perform in 2025?
What drove FreightCar America’s 2025 net income compared to the 2024 loss?
What is FreightCar America’s debt and liquidity position at year-end 2025?
How much cash did FreightCar America generate from operations in 2025?
What were FreightCar America’s key 2025 capital and acquisition activities?
