FreightCar America, Inc.

Previous wording

This Quarterly Report on Form 10-Q 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); the scope and duration of the government shutdown; and other competitive factors. The factors listed above are not exhaustive. Other sections of this Quarterly Report on Form 10-Q 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.

Current wording

This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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.

Previous wording

Total net railcar orders received for the nine months ended September 30, 2025 were 2,906 units, consisting of 2,206 new railcars and 700 converted and rebodied railcars, compared to orders for 4,040 units, consisting of 2,645 new railcars and 1,395 converted and rebodied railcars, for the nine months ended September 30, 2024. Total backlog of unfilled orders was 2,750 units as of September 30, 2025, compared to 2,797 railcars as of December 31, 2024. The estimated sales value of the backlog was $222 million and $267 million as of September 30, 2025 and December 31, 2024, respectively. The decrease in the number of net railcar orders received for the nine months ended September 30, 2025 compared to the prior year period is primarily due to a large multi-year order received in 2024 for a tank car retrofit program that will occur in 2026 and 2027.

Current wording

Total net railcar orders received for the three months ended March 31, 2026 were 709 units, consisting of 509 new railcars and 200 converted and rebodied railcars, compared to orders for 1,250 units, consisting of 1,250 new railcars and 0 converted and rebodied railcars, for the three months ended March 31, 2025. Total backlog of unfilled orders was 2,058 units as of March 31, 2026, compared to 1,926 railcars as of December 31, 2025. The estimated sales value of the backlog was $156 million and $137 million as of March 31, 2026 and December 31, 2025, respectively. The decrease in the number of net railcar orders received for the three months ended March 31, 2026 compared to the prior year period is a reflection of industry order cadence.

Previous wording

Our consolidated revenues for the three months ended September 30, 2025 were $160.5 million, compared to $113.3 million for the three months ended September 30, 2024. Manufacturing segment revenues for the three months ended September 30, 2025 were $154.0 million, compared to $109.1 million for the corresponding prior year period. The $44.9 million increase in Manufacturing segment revenues was primarily driven by an increase in the volume of railcar units delivered from 961 railcars during the three months ended September 30, 2024, to 1,304 railcars during the three months ended September 30, 2025. Aftermarket segment revenues for the three months ended September 30, 2025 were $6.6 million, compared to $4.2 million for the three months ended September 30, 2024, reflecting increased volume of component sales during the three months ended September 30, 2025.

Current wording

Our consolidated revenues for the three months ended March 31, 2026 were $64.3 million, compared to $96.3 million for the three months ended March 31, 2025. Manufacturing segment revenues for the three months ended March 31, 2026 were $53.0 million, compared to $90.2 million for the corresponding prior year period. The $37.2 million decrease in Manufacturing segment revenues was primarily driven by a decrease in the volume of railcar units delivered from 710 railcars during the three months ended March 31, 2025, to 577 railcars during the three months ended March 31, 2026 and a lower average sales price in the mix of cars delivered in the current period. Aftermarket segment revenues for the three months ended March 31, 2026 were $11.4 million, compared to $6.1 million for the three months ended March 31, 2025, reflecting increased volume of component sales during the three months ended March 31, 2026.

Previous wording

Our consolidated gross profit was $24.2 million for the three months ended September 30, 2025, compared to $16.2 million for the three months ended September 30, 2024. Consolidated gross margin for the three months ended September 30, 2025 and 2024 was 15.1% and 14.3%, respectively. Manufacturing segment gross profit was $22.2 million for the three months ended September 30, 2025, compared to $14.3 million for the three months ended September 30, 2024. Manufacturing segment gross margin for the three months ended September 30, 2025 and 2024, was 14.4% and 13.1%, respectively. The $8.0 million increase and 0.8% increase in consolidated gross profit and gross margin, respectively, driven by the $7.9 million increase and 1.3% increase in Manufacturing segment gross profit and gross margin, respectively, reflect higher sales volume with a favorable price mix. Aftermarket segment gross profit for the three months ended September 30, 2025 was $2.0 million, compared to $1.9 million for the three months ended September 30, 2024.

Current wording

Our consolidated gross profit was $10.8 million for the three months ended March 31, 2026, compared to $14.4 million for the three months ended March 31, 2025. Consolidated gross margin for the three months ended March 31, 2026 and 2025 was 16.8% and 14.9%, respectively. Manufacturing segment gross profit was $7.3 million for the three months ended March 31, 2026, compared to $12.1 million for the three months ended March 31, 2025. Manufacturing segment gross margin for the three months ended March 31, 2026 and 2025, was 13.8% and 13.4%, respectively. The $3.6 million decrease and 1.9% increase in consolidated gross profit and gross margin, respectively, driven by the $4.8 million decrease and 0.4% increase in Manufacturing segment gross profit and gross margin, respectively, reflect lower sales volume with a favorable price mix. Aftermarket segment gross profit for the three months ended March 31, 2026 was $3.5 million, compared to $2.3 million for the three months ended March 31, 2025. The $1.2 million increase in Aftermarket segment is driven by favorable volume.

Previous wording

Consolidated selling, general and administrative expenses were $9.6 million for the three months ended September 30, 2025, compared to $7.5 million for the three months ended September 30, 2024. The $2.1 million increase in consolidated selling, general and administrative expenses was primarily due to a $1.2 million increase in labor-related expenses and a $0.9 million increase in professional services expenses during the three months ended September 30, 2025. Manufacturing segment selling, general and administrative expenses were $0.4 million for the three months ended September 30, 2025, compared to $0.5 million for the three months ended September 30, 2024. Manufacturing segment selling, general and administrative expenses for each of the three months ended September 30, 2025 and 2024, were 0.3% of revenue. Aftermarket segment selling, general and administrative expenses were $0.6 million for the three months ended September 30, 2025, compared to $0.3 million during the three months ended September 30, 2024. Corporate selling, general and administrative expenses were $8.7 million for the three months ended September 30, 2025, compared to $6.7 million for the three months ended September 30, 2024, primarily driven by the aforementioned increases in labor-related and professional services expenses during the three months ended September 30, 2025.

Current wording

Consolidated selling, general and administrative expenses were $11.4 million for the three months ended March 31, 2026, compared to $10.5 million for the three months ended March 31, 2025. The $0.9 million increase in consolidated selling, general and administrative expenses was primarily due to a $0.4 million increase in finance expenses and a $1.3 million increase in legal expenses, offset by a $0.9 million decrease in stock-based compensation during the three months ended March 31, 2026. Manufacturing segment selling, general and administrative expenses were $0.4 million for the three months ended March 31, 2026, compared to $0.4 million for the three months ended March 31, 2025. Manufacturing segment selling, general and administrative expenses for each of the three months ended March 31, 2026 and 2025, were 0.8% of revenue. Aftermarket segment selling, general and administrative expenses were $0.9 million for the three months ended March 31, 2026, compared to $0.6 million during the three months ended March 31, 2025. Corporate selling, general and administrative expenses were $10.1 million for the three months ended March 31, 2026, compared to $9.6 million for the three months ended March 31, 2025, primarily driven by the aforementioned increases in finance and legal expenses and the corresponding reduction in stock based compensation during the three months ended March 31, 2026.

Previous wording

Our loss on change in fair market value of Warrant liability was $12.3 million for the nine months ended September 30, 2025, compared to our loss on change in fair market value of Warrant liability of $125.6 million for the nine months ended September 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.

Current wording

Our gain on change in fair market value of Warrant liability was $49.1 million for the three months ended March 31, 2026, compared to $52.9 million for the three months ended March 31, 2025. 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 shares underlying the outstanding warrants.

Previous wording

Other income was $0.1 million for the three months ended September 30, 2025, compared to other expense of $0.7 million for the three months ended September 30, 2024. The increase in other income is primarily driven by an increase in unrealized gains related to foreign currency derivatives.

Current wording

Other income was $0.2 million for the three months ended March 31, 2026, compared to other expense of $0.1 million for the three months ended March 31, 2025. The increase in other income is driven by a favorable change in unrealized gains and losses on foreign currency.

Previous wording

Our income tax benefit was $0.1 million for the three months ended September 30, 2025, compared to our income tax provision of $3.4 million for the three months ended September 30, 2024. The income tax benefit is due to changes in the mix of income among jurisdictions with different statutory tax rates and the impact of permanent items.

Current wording

Our income tax provision was $3.7 million for the three months ended March 31, 2026, compared to our income tax provision of $1.8 million for the three months ended March 31, 2025. The income tax provision is due to changes in the mix of income among jurisdictions with different statutory tax rates and the impact of permanent items.

Previous wording

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 $115,000 (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 three months ended March 31, 2025. The Company is in compliance with such covenants as of September 30, 2025. Proceeds from the Term Loan were used to redeem in full the Preferred Stock (as defined in Note 11 - Mezzanine Equity). The Company incurred $6,511 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.

Current wording

On December 31, 2024, the Company entered into a term loan agreement with FreightCar North America, LLC, certain of its subsidiaries, the lenders party thereto, and Blue Torch Finance LLC, as administrative and collateral agent, providing for a $115,000 term loan maturing December 31, 2028 (the “Term Loan”). The Term Loan includes customary affirmative and negative covenants and financial covenants, including minimum liquidity requirements and quarterly leverage ratio testing beginning March 31, 2025. The Company was in compliance with these covenants as of March 31, 2026. The Term Loan also includes an annual mandatory prepayment provision based on Excess Cash Flow, as defined in the agreement, requiring the Company to apply a portion of such cash flow to repay outstanding borrowings. Deferred financing costs of $6,511 are recorded as a reduction of long-term debt and amortized to interest expense over the term of the Term Loan.

Previous 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 September 30, 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 9.7% as of March 31, 2026.

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 September 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 September 30, 2025, the ABL bears interest at 6.1% and the Company had borrowing availability of $22,107, 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.

Current wording

The ABL contains customary affirmative and negative covenants and financial covenants that are triggered upon reduced availability and remain in effect while such condition exists. The Company was in compliance with these covenants as of March 31, 2026. 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 March 31, 2026, the ABL bears interest at 5.5%.

Previous wording

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

Current wording

The following table summarizes our cash flow activities for the three months ended March 31, 2026 and 2025:

Previous 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.

Current wording

Operating Activities. Our net cash used in operating activities reflects net income 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 nine months ended September 30, 2025 was $24.7 million compared to $39.0 million for the nine months ended September 30, 2024. Our net cash provided by operating activities for the nine months ended September 30, 2025 reflects changes in working capital, including increases in accounts payable of $47.7 million and customer deposits of $8.2 million, offset by increases in inventory of $27.9 million and accounts receivable of $20.0 million. The increases in inventory and accounts payable relate to purchases of raw materials on hand as of September 30, 2025 to be used in the production and delivery of railcars in 2025 and 2026. 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 nine months ended September 30, 2024 reflects changes in working capital, including a decrease in inventory of $40.9 million and a decrease in accounts receivable of $17.9 million.

Current wording

Our net cash used in operating activities for the three months ended March 31, 2026 was $4.3 million compared to $12.8 million provided by operating activities for the three months ended March 31, 2025. Our net cash used in operating activities for the three months ended March 31, 2026 reflects changes in working capital, including an increase in inventories of $10.2 million, a decrease in accounts and contractual payables of $3.5 million, and an increase in income taxes payable of $1.4 million, partially offset by an increase in customer deposits of $5.3 million. Our net cash provided by operating activities for the three months ended March 31, 2025 reflects changes in working capital, including an increase in accounts payable of $18.6 million, and an increase in 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.

Previous wording

Investing Activities. Net cash used in investing activities for the nine months ended September 30, 2025 was $1.5 million and consisted of capital expenditures of $2.1 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 nine months ended September 30, 2024 was $3.7 million and consisted of capital expenditures related to the enhancement of machinery and equipment on current production lines of the Manufacturing Facility.

Current wording

Investing Activities. Net cash used in investing activities for the three months ended March 31, 2026 was $0.1 million and consisted of capital expenditures related to enhancement of machinery and equipment on current production lines of the Manufacturing Facility. 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 the Manufacturing Facility.

Previous wording

Financing Activities. Net cash used in financing activities for the nine months ended September 30, 2025 was $4.9 million which included deferred financing costs of $1.3 million, repayments on term loan of $2.2 million, employee stock settlements of $0.5 million, and principal payments on the finance lease of $0.9 million. Net cash used in financing activities for the nine months ended September 30, 2024 was $31 million which included net repayments on revolving line of credit of $29.4 million and principal payments on the finance lease of $1.6 million.

Current wording

Financing Activities. Net cash used in financing activities for the three months ended March 31, 2026 was $7.0 million which included borrowing and repayment on revolving line of credit of $8.0 million, repayment on term loan of $6.6 million, and employee stock settlements of $0.4 million. 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, repayment 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.

Previous wording

Our capital expenditures were $2.1 million in the nine months ended September 30, 2025, compared to $3.7 million in the nine months ended September 30, 2024. We anticipate capital expenditures during 2025 to be in the range of $4 million to $5 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 related to tank cars.

Current wording

Our capital expenditures were $0.1 million in the three months ended March 31, 2026, compared to $0.3 million in the three months ended March 31, 2025. We anticipate capital expenditures during 2026 to be in the range of $7 million to $10 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 related to production of tank cars.