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FreightCar America, Inc.

For the period ended Jun 30, 2025. Filed Aug 4, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 4, 2025

RAIL$4.24+2.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-05.

0000950170-25-063571

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-04.

0000950170-25-102028

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 47 previous paragraphs and 60 current paragraphs.

27 unchanged; 14 reworded; 18 added; 5 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

During the three months ended June 30, 2025, we did not record any litigation settlements. During the three months ended June 30, 2024, we recorded a pre-tax litigation settlement of $3.2 million related to a dispute with a former lessee of our railcars.

Current report

(Loss) Gain on Change in Fair Market Value of Warrant Liability

Current report

Other income was $3.3 million for the three months ended June 30, 2025, compared to other expense of $0.7 million for the three months ended June 30, 2024. The increase in other income is primarily driven by the $3.1 million Employee Retention Credit received during the three months ended June 30, 2025.

Current report

Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024

Current report

Our consolidated revenues for the six months ended June 30, 2025 were $214.9 million, compared to $308.5 million for the six months ended June 30, 2024. Manufacturing segment revenues for the six months ended June 30, 2025 were $200.9 million, compared to $298.3 million for the six months ended June 30, 2024. The $97.4 million decrease in Manufacturing segment revenues was primarily driven by a decrease in the volume of railcar units delivered from 2,382 railcars during the six months ended June 30, 2024 to 1,649 railcars during the six months ended June 30, 2025. This decline was mainly driven by a strategic shift in the product mix toward higher-margin railcars during the six months ended June 30, 2025. Aftermarket segment revenues for the six months ended June 30, 2025 were $14.0 million, compared to $10.2 million for the six months ended June 30, 2024, reflecting higher parts sales driven by favorable volume during the six months ended June 30, 2025.

Current report

Our consolidated gross profit was $32.2 million for the six months ended June 30, 2025, compared to $29.8 million for the six months ended June 30, 2024. Consolidated gross margin for the six months ended June 30, 2025 and 2024, was 15.0% and 9.7%, respectively. Manufacturing segment gross profit was $27.0 million for the six months ended June 30, 2025, compared to $24.7 million for the six months ended June 30, 2024. Manufacturing gross margin for the six months ended June 30, 2025 and 2024, was 13.5% and 8.3%, respectively. The $2.4 million and 5.3% increases in consolidated gross profit and gross margin, respectively, driven by the $2.3 million and 5.2% increases in Manufacturing segment gross profit and gross margin, respectively, reflect a decrease in the volume of units delivered offset by a favorable product mix. Aftermarket segment gross profit for the six months ended June 30, 2025 was $5.2 million, compared to $5.1 million for the six months ended June 30, 2024. The $0.1 million increase in Aftermarket gross profit is primarily due to favorable volume.

Current report

Consolidated selling, general and administrative expenses were $20.6 million for the six months ended June 30, 2025, compared to $16.0 million for the six months ended June 30, 2024. The $4.6 million increase in consolidated selling, general and administrative expenses was primarily due to increases in $1.1 million in stock-based compensation expenses and $3.0 million in professional services expenses during the six months ended June 30, 2025. Manufacturing segment selling, general and administrative expenses were $0.7 million for the six months ended June 30, 2025, compared to $0.9 million for the six months ended June 30, 2024. Manufacturing segment selling, general and administrative expenses for each of the six months ended June 30, 2025 and 2024, were 0.3% of revenue. Aftermarket segment selling, general and administrative expenses were $1.1 million for the six months ended June 30, 2025 compared to $0.8 million during the six months ended June 30, 2024. Corporate selling, general and administrative expenses were $18.8 million for the six months ended June 30, 2025, compared to $14.3 million for the six months ended June 30, 2024, primarily driven by the aforementioned increases in stock-based compensation and professional services expenses during the six months ended June 30, 2025.

Current report

During the six months ended June 30, 2025, we did not record any litigation settlements. During the six months ended June 30, 2024, we recorded a pre-tax litigation settlement of $3.2 million related to a dispute with a former lessee of our railcars.

Current report

Other income was $3.2 million for the six months ended June 30, 2025, compared to other expense of $0.7 million for the six months ended June 30, 2024. The increase in other income is primarily driven by the $3.1 million Employee Retention Credit received during the six months ended June 30, 2025.

Current report

Our income tax benefit was $50.9 million for the six months ended June 30, 2025, compared to our income tax benefit of $0.1 million for the six months ended June 30, 2024. The increase in income tax benefit is primarily explained by the release of the majority of the valuation allowance in the United States on federal and state deferred tax assets.
Removed paragraphs (5)

Previous report

Our consolidated operating income was $3.9 million for each of three months ended March 31, 2025 and 2024 driven primarily by the previously mentioned favorable product mix offset by the previously mentioned increase in selling, general and administrative expenses. Operating income for the Manufacturing segment was $11.8 million for the three months ended March 31, 2025 compared to $8.3 million for the three months ended March 31, 2024, reflecting the favorable product mix during the three months ended March 31, 2025. Aftermarket segment operating income for the three months ended March 31, 2025 was $1.7 million compared to operating income of $2.2 million during the three months ended March 31, 2024. The $0.5 million decrease in Aftermarket segment operating income reflects the unfavorable price mix partially offset by the favorable volume during the three months ended March 31,

Previous report

Corporate operating loss was $9.6 million for the three months ended March 31, 2025 compared to $6.6 million for the three months ended March 31, 2024, reflecting the aforementioned increases in legal expenses and stock-based compensation expenses during the three months ended March 31, 2025.

Previous report

As a result of the changes discussed above, net income was $50.4 million for the three months ended March 31, 2025 compared to net loss of $11.6 million for the three months ended March 31, 2024. For the three months ended March 31, 2025, basic net earnings per share was $1.54 and diluted net income per share was $1.52, compared to basic and diluted net loss per share of $0.54 for the three months ended March 31, 2024.
Reworded paragraphs (14)

Previous wording

Total net railcar orders received for the three months ended March 31, 2025 were 1,250 units, consisting entirely of new railcars, compared to orders for 384 units, consisting of 275 new railcars and 109 converted and rebodied railcars for the three months ended March 31, 2024. Total backlog of unfilled orders was 3,337 units as of March 31, 2025, compared to 2,797 railcars as of December 31, 2024. The estimated sales value of the backlog was $318 million and $267 million as of March 31, 2025 and December 31, 2024, respectively. The increase in the number of net railcar orders received for the three months ended March 31, 2025 compared to the prior year period is primarily a reflection of the Company’s increased production capacity year-over-year.

Current wording

Total net railcar orders received for the six months ended June 30, 2025 were 2,476 units, consisting of 1,776 new railcars and 700 converted and rebodied railcars, compared to orders for 3,301 units, consisting of 1,906 new railcars and 1,395 converted and rebodied railcars for the six months ended June 30, 2024. Total backlog of unfilled orders was 3,624 units as of June 30, 2025, compared to 2,797 railcars as of December 31, 2024. The estimated sales value of the backlog was $317 million and $267 million as of June 30, 2025 and December 31, 2024, respectively. The decrease in the number of net railcar orders received for the six months ended June 30, 2025 compared to the prior year period is primarily a reflection of broader market uncertainty and global trade volatility.

Previous wording

Our consolidated revenues for the three months ended March 31, 2025 were $96.3 million compared to $161.1 million for the three months ended March 31, 2024. Manufacturing segment revenues for the three months ended March 31, 2025, were $90.2 million compared to $155.7 million for the corresponding prior year period. The $65.5 million decrease in Manufacturing segment revenues was primarily driven by a decrease in the volume of railcar units delivered from 1,223 railcars during the three months ended March 31, 2024 to 710 railcars during the three months ended March 31, 2025 primarily due to railcars delivered in the first quarter of 2024 that were impacted by the December 2023 closure of the United States-Mexico border. During the three months ended March 31, 2025, a portion of the Company’s railcar production capacity at its Manufacturing Facility was utilized to build spare parts for its Aftermarket segment, resulting in lower deliveries of railcars during the period. Aftermarket segment revenues for the three months ended March 31, 2025 were $6.1 million compared to $5.3 million for the three months ended March 31, 2024, reflecting higher parts sales driven by favorable volume during the three months ended March 31, 2025. There were no Corporate revenues for the three months ended March 31, 2025 and 2024.

Current wording

Our consolidated revenues for the three months ended June 30, 2025 were $118.6 million, compared to $147.4 million for the three months ended June 30, 2024. Manufacturing segment revenues for the three months ended June 30, 2025 were $110.7 million, compared to $142.5 million for the corresponding prior year period. The $31.8 million decrease in Manufacturing segment revenues was primarily driven by a decrease in the volume of railcar units delivered from 1,159 railcars during the three months ended June 30, 2024 to 939 railcars during the three months ended June 30, 2025. This decline was mainly driven by a strategic shift in the product mix toward higher-margin railcars during the three months ended June 30, 2025. Aftermarket segment revenues for the three months ended June 30, 2025 were $7.9 million, compared to $4.9 million for the three months ended June 30, 2024, reflecting higher parts sales driven by favorable volume during the three months ended June 30, 2025.

Previous wording

Our consolidated gross profit was $14.4 million for the three months ended March 31, 2025 compared to $11.4 million for the three months ended March 31, 2024. Manufacturing segment gross profit was $12.1 million for the three months ended March 31, 2025 compared to $8.7 million for the three months ended March 31, 2024. The $3.0 million increase in consolidated gross profit and $3.4 million increase in Manufacturing segment gross profit reflects a favorable product mix. Aftermarket segment gross profit for the three months ended March 31, 2025 was $2.3 million compared to $2.7 million for the three months ended March 31, 2024. The $0.4 million decrease in gross profit is primarily due to unfavorable price mix. There was no Corporate gross profit for the three months ended March 31, 2025 and 2024.

Current wording

Our consolidated gross profit was $17.8 million for the three months ended June 30, 2025, compared to $18.4 million for the three months ended June 30, 2024. Consolidated gross margin for the three months ended June 30, 2025 and 2024 was 15.0% and 12.5%, respectively. Manufacturing segment gross profit was $14.9 million for the three months ended June 30, 2025, compared to $16.0 million for the three months ended June 30, 2024. Manufacturing segment gross margin for the three months ended June 30, 2025 and 2024, was 13.5% and 11.2%, respectively. The $0.6 million decrease and 2.5% increase in consolidated gross profit and gross margin, respectively, driven by the $1.1 million decrease and 2.3% increase in Manufacturing segment gross profit and gross margin, respectively, reflect a decrease in volume of units delivered offset by a favorable product mix. Aftermarket segment gross profit for the three months ended June 30, 2025 was $2.9 million, compared to $2.4 million for the three months ended June 30, 2024. The $0.5 million increase in Aftermarket gross profit is primarily due to favorable volume.

Previous wording

Consolidated selling, general and administrative expenses were $10.5 million for the three months ended March 31, 2025 compared to $7.5 million for the three months ended March 31, 2024. The $3.0 million increase in consolidated selling, general and administrative expenses was primarily due to increases of $1.4 million in legal expenses and $1.2 million in stock-based compensation expenses during the three months ended March 31, 2025. Manufacturing segment selling, general and administrative expenses were $0.4 million for the three months ended March 31, 2025, compared to $0.5 million for the three months ended March 31, 2024. Manufacturing segment selling, general and administrative expenses for the three months ended March 31, 2025 were 0.4% of revenue, compared to 0.3% of revenue for the three months ended March 31, 2024. Aftermarket segment selling, general and administrative expenses were $0.6 million for the three months ended March 31, 2025 compared to $0.5 million during the three months ended March 31, 2024. Corporate selling, general and administrative expenses were $9.6 million for the three months ended March 31, 2025 compared to $6.5 million for the three months ended March 31, 2024, primarily driven by the aforementioned increases in legal expenses and stock-based compensation expenses during the three months ended March 31, 2025.

Current wording

Consolidated selling, general and administrative expenses were $10.1 million for the three months ended June 30, 2025, compared to $8.5 million for the three months ended June 30, 2024. The $1.6 million increase in consolidated selling, general and administrative expenses was primarily due to an increase in professional services expenses of $1.4 million during the three months ended June 30, 2025. Manufacturing segment selling, general and administrative expenses were $0.4 million for the three months ended June 30, 2025, compared to $0.5 million for the three months ended June 30, 2024. Manufacturing segment selling, general and administrative expenses for each of the three months ended June 30, 2025 and 2024, were 0.4% of revenue. Aftermarket segment selling, general and administrative expenses were $0.5 million for the three months ended June 30, 2025, compared to $0.3 million during the three months ended June 30, 2024. Corporate selling, general and administrative expenses were $9.2 million for the three months ended June 30, 2025, compared to $7.6 million for the three months ended June 30, 2024, primarily driven by the aforementioned increases in professional services expenses during the three months ended June 30, 2025.

Previous wording

Our gain on change in fair market value of Warrant liability was $52.9 million for the three months ended March 31, 2025 compared to our loss on change in fair market value of Warrant liability of $15.7 million for the three months ended March 31, 2024. The change in fair market value of Warrant liability is driven by the fluctuation of stock price used to remeasure the liability at the end of each period as well as fluctuations in the number of implied warrant shares.

Current wording

Our loss on change in fair market value of Warrant liability was $47.6 million for the three months ended June 30, 2025, compared to our gain on change in fair market value of Warrant liability of $0.1 million for the three months ended June 30, 2024. The change in fair market value of Warrant liability is driven by the fluctuation of stock price used to remeasure the liability at the end of each period as well as fluctuations in the number of implied warrant shares.

Previous wording

Our income tax provision was $1.8 million for the three months ended March 31, 2025 compared to our income tax benefit of $2.6 million for the three months ended March 31, 2024. The increase in income tax expense is primarily explained by the mix of forecasted earnings in the United States and Mexico, as well as the impact of permanent and discrete items predominantly in Mexico.

Current wording

Our income tax benefit was $52.7 million for the three months ended June 30, 2025, compared to our income tax provision of $2.5 million for the three months ended June 30, 2024. The increase in income tax benefit is primarily explained by the release of the majority of the valuation allowance in the United States on federal and state deferred tax assets.

Previous wording

The Term Loan bears interest at the Term SOFR rate, with a floor of 3.00% per annum, plus an applicable margin of 6.00% per annum or at a base rate, as selected by the Company as the borrower. Base rate loans, with respect to the Term Loan, bear interest at the highest of (a) 4.00% per annum, (b) the federal funds rate plus 0.50%, (c) the prime rate or (d) the Term SOFR rate plus 1.00% per annum plus an applicable margin of 5.00%. The Term Loan bears interest at 10.3% as of March 31, 2025.

Current wording

The Term Loan bears interest at the Term Secured Overnight Refinancing Rate (“Term SOFR”), with a floor of 3.00% per annum, plus an applicable margin of 6.00% per annum or at a base rate, as selected by the Company as the borrower. Base rate loans, with respect to the Term Loan, bear interest at the highest of (a) 4.00% per annum, (b) the federal funds rate plus 0.50%, (c) the prime rate or (d) the Term SOFR rate plus 1.00% per annum plus an applicable margin of 5.00%. The Term Loan bears interest at 10.3% as of June 30, 2025.

Previous wording

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 March 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

Current wording

Extensions of credit under the ABL are subject to availability under a borrowing base comprised of various percentages of the value of eligible inventory and accounts receivable, which also serves as collateral for borrowings under the ABL. The ABL contains both affirmative and negative covenants, as well as certain financial covenants that are triggered if the availability drops below a certain level. These financial covenants remain in effect as long as the availability stays below that level. The Company is in compliance with such covenants as of June 30, 2025. Revolving loans outstanding bear interest at the Term SOFR rate plus an applicable margin ranging from 1.50% to 2.00% per annum or at a base rate plus an applicable margin ranging from 0.50% to 1.00% per annum, as selected by the Company as the borrower. Base rate loans, with respect to the ABL, bear interest at the highest of (a) the prime rate, (b) the federal funds rate plus 0.50% or (c) Term SOFR rate plus 1.00%, provided that the base rate may not be less than 1.00%. As of June 30, 2025, the ABL bears interest at 6.3% and the Company had borrowing availability of $22,478, of which $452 was reserved for the movement in mark to market valuation of our foreign currency derivatives and $197 was reserved to collateralize standby letters of credit for an office lease security deposit. The Company incurred $874 in deferred financing costs that are presented as an asset and amortized to interest expense over the term of the ABL.

Previous wording

The following table summarizes our cash flow activities for the three months ended March 31, 2025 and 2024:

Current wording

The following table summarizes our cash flow activities for the six months ended June 30, 2025 and 2024:

Previous wording

Operating Activities. Our net cash provided by (used in) operating activities reflects net income (loss) adjusted for non-cash charges and changes in operating assets and liabilities. Cash flows from operating activities are affected by several factors, including fluctuations in business volume, contract terms for billings and collections, the timing of collections on our contract receivables, processing of payroll and associated taxes, payments to our suppliers and other operating activities. As some of our customers accept delivery of new railcars in train-set quantities, variations in our sales could lead to significant fluctuations in our operating profits and cash from operating activities.

Current wording

Operating Activities. Our net cash provided by operating activities reflects net income (loss) adjusted for non-cash charges and changes in operating assets and liabilities. Cash flows from operating activities are affected by several factors, including fluctuations in business volume, contract terms for billings and collections, the timing of collections on our contract receivables, processing of payroll and associated taxes, payments to our suppliers and other operating activities. As some of our customers accept delivery of new railcars in train-set quantities, variations in our sales could lead to significant fluctuations in our operating profits and cash from operating activities.

Previous wording

Our net cash provided by operating activities for the three months ended March 31, 2025 was $12.8 million compared to net cash used in operating activities of $25.3 million for the three months ended March 31, 2024. Our net cash provided by operating activities for the three months ended March 31, 2025 reflects changes in working capital, including increases in accounts payable of $18.5 million, customer deposits of $17.6 million, offset by increases in inventory of $6.6 million and accounts receivable of $5.9 million and a decrease in other assets and liabilities of $9.8 million. The increases in inventory and accounts payable relate to purchases of raw materials on hand as of March 31, 2025 to be used in the production and delivery of railcars in 2025. The increase in customer deposits and accounts receivable relate to the timing of collections with current railcar builds based on contractual payment terms. Our net cash used in operating activities for the three months ended March 31, 2024 reflects changes in working capital, including increases in accounts receivable of $28.6 million, offset by decreases in inventory of $17.0 million and in accounts payable of $7.9 million.

Current wording

Our net cash provided by operating activities for the six months ended June 30, 2025 was $21.3 million compared to net cash provided by operating activities of $31.9 million for the six months ended June 30, 2024. Our net cash provided by operating activities for the six months ended June 30, 2025 reflects changes in working capital, including increases in accounts payable of $41.2 million and customer deposits of $17.6 million, offset by increases in inventory of $32.8 million and accounts receivable of $3.7 million. The increases in inventory and accounts payable relate to purchases of raw materials on hand as of June 30, 2025 to be used in the production and delivery of railcars in 2025. The increase in customer deposits and accounts receivable relate to the timing of collections with current railcar builds based on contractual payment terms. Our net cash provided by operating activities for the six months ended June 30, 2024 reflects changes in working capital, including a decrease in inventory of $63.7 million, offset by an increase in accounts receivable of $6.4 million.

Previous wording

Investing Activities. Net cash used in investing activities for the three months ended March 31, 2025 was $0.3 million and consisted of capital expenditures related to the enhancement of machinery and equipment on current production lines of our facility in Castaños, Coahuila, Mexico (the “Manufacturing Facility”). Net cash used in investing activities for the three months ended March 31, 2024 was $1.0 million related to the expansion of the Manufacturing Facility.

Current wording

Investing Activities. Net cash used in investing activities for the six months ended June 30, 2025 was $0.4 million and consisted of capital expenditures of $0.9 million related to additional machinery and equipment on current production lines of the Manufacturing Facility, offset by proceeds of about $0.6 million from the sale of assets held for sale. Net cash used in investing activities for the six months ended June 30, 2024 was $2.3 million related to maintenance of current production lines of the Manufacturing Facility.

Previous wording

Financing Activities. Net cash used in financing activities for the three months ended March 31, 2025 was $2.8 million which included deferred financing costs of $1.3 million, repayments on term loan of $0.7 million, employee stock settlements of $0.5 million, and principal payments on the finance lease of $0.3 million. Net cash used in financing activities for the three months ended March 31, 2024 was $0.3 million which included net borrowings on revolving line of credit of $0.6 million and principal payments on the finance lease of $0.8 million.

Current wording

Financing Activities. Net cash used in financing activities for the six months ended June 30, 2025 was $4.1 million which included deferred financing costs of $1.3 million, repayments on term loan of $1.4 million, employee stock settlements of $0.5 million, and principal payments on the finance lease of $0.8 million. Net cash used in financing activities for the six months ended June 30, 2024 was $30.8 million which included net repayments on revolving line of credit of $29.4 million and principal payments on the finance lease of $1.3 million.

Previous wording

Our capital expenditures were $0.3 million in the three months ended March 31, 2025, compared to $1.0 million in the three months ended March 31, 2024. We anticipate capital expenditures during 2025 to be in the range of $5.0 million to $6.0 million, primarily related to the enhancement of machinery and equipment on current production lines at the Manufacturing Facility.

Current wording

Our capital expenditures were $0.9 million in the six months ended June 30, 2025, compared to $2.3 million in the six months ended June 30, 2024. We anticipate capital expenditures during 2025 to be in the range of $9.0 million to $10.0 million, related to the enhancement of machinery and equipment on current production lines at the Manufacturing Facility, as well as investment in new machinery and equipment that will vertically integrate the Company and benefit both our tank car retrofit program and future production of newly manufactured tank cars.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Our gain on change in fair market value of Warrant liability was $5.3 million for the six months ended June 30, 2025, compared to our loss on change in fair market value of Warrant liability of $15.5 million for the six months ended June 30, 2024. The change in fair market value of Warrant liability is driven by the fluctuation of stock price used to remeasure the liability at the end of each period as well as fluctuations in the number of implied warrant shares.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

March 31, 2025, the ABL bears interest at 6.3% and the Company had borrowing availability of $8,779, of which $452 was reserved for the movement in mark to market valuation of our foreign currency derivatives and $197 was reserved to collateralize standby letters of credit for an office lease security deposit. The Company incurred $874 in deferred financing costs that are presented as an asset and amortized to interest expense over the term of the ABL.