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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 Amendment No. 1
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 000-51237
 FREIGHTCAR AMERICA, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    25-1837219(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)Two North Riverside Plaza, Suite 1250Chicago, Illinois
    
    60606(Address of principal executive offices)
    
    (Zip Code)
 (800) 458-2235
(Registrants telephone number, including area code)
  o þ
  o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



FREIGHTCAR AMERICA, INC.
 INDEX TO FORM 10-Q/A
  
 Item
    
    
    
    PageNumber
    
    
    
    NumberExplanatory Note
    
    
    3PART I  FINANCIAL INFORMATION1.
    
    Financial Statements (as restated):Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2009 and December 31, 2008
    
    
    5Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2009 and 2008
    
    
    6Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2009 and 2008
    
    
    7Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    82.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    193.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    264.
    
    Controls and Procedures
    
    
    26PART II   OTHER INFORMATION1.
    
    Legal Proceedings
    
    
    291A.
    
    Risk Factors
    
    
    292.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    293.
    
    Defaults Upon Senior Securities
    
    
    294.
    
    Submission of Matters to a Vote of Security Holders
    
    
    295.
    
    Other Information
    
    
    296.
    
    Exhibits
    
    
    29Signatures
    
    
    30EX-31.1EX-31.2EX-32
  2




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EXPLANATORY NOTE
Restatement of unaudited Consolidated Financial Results
       3




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 
 FreightCar America, Inc.


Condensed Consolidated Balance Sheets


(Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008(as restated)
    
    
    (as restated)(In thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    91,265
    
    
    $
    129,192Restricted cash
    
    
    4,238
    
    
    
    Accounts receivable, net of allowance for
doubtful accounts of $473 and $330,
respectively
    
    
    18,383
    
    
    
    73,120Inventories
    
    
    43,233
    
    
    
    31,096Leased railcars held for sale
    
    
    48,063
    
    
    
    11,490Other current assets
    
    
    12,580
    
    
    
    6,789Deferred income taxes
    
    
    12,597
    
    
    
    16,003Total current assets
    
    
    230,359
    
    
    
    267,690Property, plant and equipment, net
    
    
    30,415
    
    
    
    30,582Railcars on operating leases
    
    
    45,510
    
    
    
    34,735Goodwill
    
    
    21,521
    
    
    
    21,521Deferred income taxes
    
    
    19,140
    
    
    
    23,281Other long-term assets
    
    
    5,272
    
    
    
    5,484Total assets
    
    $
    352,217
    
    
    $
    383,293Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    28,877
    
    
    $
    47,328Accrued payroll and employee benefits
    
    
    3,769
    
    
    
    9,530Accrued postretirement benefits
    
    
    5,364
    
    
    
    5,364Accrued warranty
    
    
    10,870
    
    
    
    11,476Customer deposits
    
    
    7,382
    
    
    
    7,367Other current liabilities
    
    
    574
    
    
    
    7,939Total current liabilities
    
    
    56,836
    
    
    
    89,004Accrued pension costs
    
    
    27,151
    
    
    
    26,763Accrued postretirement benefits, less current portion
    
    
    55,065
    
    
    
    55,293Other long-term liabilities
    
    
    6,202
    
    
    
    7,407Total liabilities
    
    
    145,254
    
    
    
    178,467Stockholders equityPreferred stock, $0.01 par value; 2,500,000
shares authorized (100,000 shares each
designated as Series A voting and Series B
non-voting); 0 shares issued and outstanding
at March 31, 2009 and December 31, 2008
    
    
    
    
    
    
    Common stock, $0.01 par value; 50,000,000
shares authorized, 12,731,678 shares issued
at March 31, 2009 and December 31, 2008
    
    
    127
    
    
    
    127Additional paid in capital
    
    
    98,078
    
    
    
    98,253Treasury stock, at cost; 811,182 and 821,182
shares at March 31, 2009 and December 31,
2008, respectively
    
    
    (38,397
    )
    
    
    (38,871
    )Accumulated other comprehensive loss
    
    
    (16,302
    )
    
    
    (16,471
    )Retained earnings
    
    
    163,367
    
    
    
    161,687Total FreightCar America stockholders equity
    
    
    206,873
    
    
    
    204,725Noncontrolling interest in India JV
    
    
    90
    
    
    
    101Total stockholders equity
    
    
    206,963
    
    
    
    204,826Total liabilities and stockholders equity
    
    $
    352,217
    
    
    $
    383,293
 See Notes to Condensed Consolidated Financial Statements.
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FreightCar America, Inc.


Condensed Consolidated Statements of Operations


(Unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008(as restated)
    
    
    (as restated)(In thousands, except share and per share data)Revenues
    
    $
    39,563
    
    
    $
    95,098Cost of sales
    
    
    29,268
    
    
    
    85,875Gross profit
    
    
    10,295
    
    
    
    9,223Selling, general and administrative expense (including non-cash stock-based
compensation expense of $538 and $964, respectively)
    
    
    7,322
    
    
    
    8,586Plant closure (income) charges
    
    
    (379
    )
    
    
    18,263Operating income (loss)
    
    
    3,352
    
    
    
    (17,626
    )Interest (expense) income, net
    
    
    (162
    )
    
    
    1,242Operating income (loss) before income taxes
    
    
    3,190
    
    
    
    (16,384
    )Income tax provision (benefit)
    
    
    804
    
    
    
    (6,130
    )Net income (loss)
    
    
    2,386
    
    
    
    (10,254
    )Less: Net income (loss) attributable to noncontrolling interest in India JV
    
    
    (11
    )
    
    
    Net income (loss) attributable to FreightCar America
    
    $
    2,397
    
    
    $
    (10,254
    )Net income (loss) per common share attributable to FreightCar America 
basic
    
    $
    0.20
    
    
    $
    (0.87
    )Net income (loss) per common share attributable to FreightCar America diluted
    
    $
    0.20
    
    
    $
    (0.87
    )Weighted average common shares outstanding  basic
    
    
    11,849,768
    
    
    
    11,739,799Weighted average common shares outstanding  diluted
    
    
    11,852,480
    
    
    
    11,739,799Dividends declared per common share
    
    $
    0.06
    
    
    $
    0.12
 See Notes to Condensed Consolidated Financial Statements.
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FreightCar America, Inc.


Condensed Consolidated Statements of Cash Flows


(Unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008(as restated)
    
    
    (as restated)(In thousands)Cash flows from operating activitiesNet income (loss) attributable to FreightCar America
    
    $
    2,397
    
    
    $
    (10,254
    )Adjustments to reconcile net income (loss) to net cash flows used in operating activitiesPlant closure (income) charges
    
    
    (379
    )
    
    
    18,263Depreciation and amortization
    
    
    1,186
    
    
    
    993Other non-cash items
    
    
    130
    
    
    
    (507
    )Deferred income taxes
    
    
    7,445
    
    
    
    (2,085
    )Compensation expense under stock option and restricted share award agreements
    
    
    538
    
    
    
    964Noncontrolling interest in India JV
    
    
    (11
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    54,737
    
    
    
    6,773Inventories
    
    
    (12,201
    )
    
    
    (34,004
    )Leased railcars held for sale
    
    
    (36,573
    )
    
    
    (7,712
    )Other current assets
    
    
    (327
    )
    
    
    15Accounts payable
    
    
    (17,702
    )
    
    
    21,089Accrued payroll and employee benefits
    
    
    (5,558
    )
    
    
    (3,665
    )Income taxes receivable/payable
    
    
    (6,539
    )
    
    
    (4,206
    )Accrued warranty
    
    
    (606
    )
    
    
    (378
    )Other current liabilities and customer deposits
    
    
    (7,333
    )
    
    
    (18,715
    )Deferred revenue, non-current
    
    
    (270
    )
    
    
    Accrued pension costs and accrued postretirement benefits
    
    
    329
    
    
    
    267Net cash flows used in operating activities
    
    
    (20,737
    )
    
    
    (33,162
    )Cash flows from investing activitiesRestricted cash deposits
    
    
    (4,238
    )
    
    
    Cost of railcars on operating leases produced or acquired
    
    
    (11,000
    )
    
    
    Purchases of property, plant and equipment
    
    
    (1,220
    )
    
    
    (1,406
    )Net cash flows used in investing activities
    
    
    (16,458
    )
    
    
    (1,406
    )Cash flows from financing activitiesPayments on long-term debt
    
    
    (17
    )
    
    
    (16
    )Cash dividends paid to stockholders
    
    
    (715
    )
    
    
    (711
    )Net cash flows used in financing activities
    
    
    (732
    )
    
    
    (727
    )Net decrease in cash and cash equivalents
    
    
    (37,927
    )
    
    
    (35,295
    )Cash and cash equivalents at beginning of period
    
    
    129,192
    
    
    
    197,042Cash and cash equivalents at end of period
    
    $
    91,265
    
    
    $
    161,747Supplemental cash flow information:Income taxes paid
    
    $
    
    
    
    $
    105
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FreightCar America, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)  (In thousands, except share and per share data)
 Note 1  Description of the Business
  Note 2  Basis of Presentation
  Note 3  Recent Accounting Pronouncements
 Fair Value Measurements
 Business Combinations,
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Employers Disclosures
about Postretirement Benefit Plan Assets
 Noncontrolling
Interests in Consolidated Financial Statements: An amendment of ARB No. 51
 Note 4  Plant Closure
     March 31,
    
    March 31,2009
    
    2008Pension plan curtailment loss and special termination benefit costs
    
    $
    
    
    
    $
    4,527Postretirement plan curtailment loss and contractual benefit charges
    
    
    
    
    
    
    4,105Employee termination benefits
    
    
    (176
    )
    
    
    9,631Insurance recoveries and other related costs
    
    
    (203
    )
    
    
    Total plant closure (income) charges
    
    $
    (379
    )
    
    $
    18,263
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Note 5  Inventories
  March 31,
    
    
    December 31,2009
    
    
    2008Work in progress
    
    $
    37,936
    
    
    $
    23,618Finished new railcars
    
    
    3,015
    
    
    
    5,513Used railcars acquired upon trade-in
    
    
    2,282
    
    
    
    1,965Total inventories
    
    $
    43,233
    
    
    $
    31,096
 Note 6 Leased Railcars
        Nine months ending December 31, 2009
    
    $
    3,671Year ending December 31, 2010
    
    
    4,588Year ending December 31, 2011
    
    
    3,592Year ending December 31, 2012
    
    
    1,349Thereafter
    
    
    2,308$
    15,508
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Note 7  Property, Plant and Equipment
  March 31,
    
    
    December 31,2009
    
    
    2008Buildings and improvements
    
    $
    21,053
    
    
    $
    20,918Machinery and equipment
    
    
    45,179
    
    
    
    42,352Cost of buildings, improvements, machinery and equipment
    
    
    66,232
    
    
    
    63,270Less: Accumulated depreciation and amortization
    
    
    (39,742
    )
    
    
    (38,996
    )Buildings, improvements, machinery and equipment, net
of accumulated depreciation and amortization
    
    
    26,490
    
    
    
    24,274Land
    
    
    701
    
    
    
    701Construction in process
    
    
    3,224
    
    
    
    5,607Total property, plant and equipment, net
    
    $
    30,415
    
    
    $
    30,582
 Note 8  Goodwill and Intangible Assets
 Goodwill and Other
Intangible Assets
  March 31,
    
    
    December 31,2009
    
    
    2008Patents
    
    $
    13,097
    
    
    $
    13,097Accumulated amortization
    
    
    (8,753
    )
    
    
    (8,604
    )Patents, net of accumulated amortization
    
    
    4,344
    
    
    
    4,493Goodwill
    
    
    21,521
    
    
    
    21,521Total goodwill and intangible assets
    
    $
    25,865
    
    
    $
    26,014
  Note 9  Product Warranties
  Three Months EndedMarch 31,2009
    
    
    2008Balance at the beginning of the period
    
    $
    11,476
    
    
    $
    10,551Provision for warranties issued during the period
    
    
    110
    
    
    
    498Reductions for payments, cost of repairs and other
    
    
    (716
    )
    
    
    (876
    )Balance at the end of the period
    
    $
    10,870
    
    
    $
    10,173
 11




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Note 10  Revolving Credit Facilities
    JAIX Revolving Credit Facility
    12




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Note 11  Stock-Based Compensation
   Note 12  Comprehensive Income
   Three Months EndedMarch 31,2009
    
    
    2008Net income (loss) attributable to FreightCar America
    
    $
    2,397
    
    
    $
    (10,254
    )Other comprehensive income:Amortization of prior service costs and actuarial
losses, net of tax
    
    
    169
    
    
    
    166Total comprehensive income (loss)
    
    $
    2,566
    
    
    $
    (10,088
    )
 Note 13  Employee Benefit Plans
    Three Months EndedMarch 31,2009
    
    
    2008Pension BenefitsService cost
    
    $
    150
    
    
    $
    282Interest cost
    
    
    976
    
    
    
    842Plant closure cost
    
    
    
    
    
    
    4,527Expected return on plan assets
    
    
    (737
    )
    
    
    (939
    )Amortization of prior service cost
    
    
    26
    
    
    
    Amortization of unrecognized net loss
    
    
    188
    
    
    
    7$
    603
    
    
    $
    4,719
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Three Months EndedMarch 31,2009
    
    
    2008Postretirement Benefit PlanService cost
    
    $
    12
    
    
    $
    17Interest cost
    
    
    993
    
    
    
    808Plant closure cost
    
    
    
    
    
    
    4,105Amortization of prior service cost
    
    
    56
    
    
    
    56Amortization of unrecognized net loss
    
    
    
    
    
    
    41$
    1,061
    
    
    $
    5,027
    Note 14  Contingencies
   Accounting for Contingencies
 Note 15  Earnings Per Share
  14




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Three Months EndedMarch 31,2009
    
    
    2008Weighted average common shares outstanding
    
    
    11,849,768
    
    
    
    11,739,799Dilutive effect of employee stock options and
nonvested share awards
    
    
    2,712
    
    
    
    Weighted average diluted common shares outstanding
    
    
    11,852,480
    
    
    
    11,739,799
  Note 16  Sales Contract Termination Revenue
  Note 17  Restricted Cash
  Note 18  Restatement of Condensed Consolidated Financial Statements
     15




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Condensed Consolidated Balance Sheets
(Unaudited)
 March 31, 2009
    
    
    December 31, 2008As Previously
    
    
    Effect of
    
    
    
    
    
    
    As Previously
    
    
    Effect ofReported
    
    
    Restatement
    
    
    Restated
    
    
    Reported
    
    
    Restatement
    
    
    Restated(in thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    91,265
    
    
    $
    
    
    
    $
    91,265
    
    
    $
    129,192
    
    
    $
    
    
    
    $
    129,192Restricted cash
    
    
    4,238
    
    
    
    
    
    
    
    4,238
    
    
    
    
    
    
    
    
    
    
    
    Accounts receivable, net of allowance for
doubtful accounts of $473 and $330,
respectively
    
    
    18,383
    
    
    
    
    
    
    
    18,383
    
    
    
    73,120
    
    
    
    
    
    
    
    73,120Inventories
    
    
    43,575
    
    
    
    (342
    )
    
    
    43,233
    
    
    
    31,644
    
    
    
    (548
    )
    
    
    31,096Leased railcars held for sale
    
    
    48,193
    
    
    
    (130
    )
    
    
    48,063
    
    
    
    11,703
    
    
    
    (213
    )
    
    
    11,490Other current assets
    
    
    16,835
    
    
    
    (4,255
    )
    
    
    12,580
    
    
    
    11,088
    
    
    
    (4,299
    )
    
    
    6,789Deferred income taxes
    
    
    13,230
    
    
    
    (633
    )
    
    
    12,597
    
    
    
    16,636
    
    
    
    (633
    )
    
    
    16,003Total current assets
    
    
    235,719
    
    
    
    (5,360
    )
    
    
    230,359
    
    
    
    273,383
    
    
    
    (5,693
    )
    
    
    267,690Property, plant and equipment, net
    
    
    30,415
    
    
    
    
    
    
    
    30,415
    
    
    
    30,582
    
    
    
    
    
    
    
    30,582Railcars on operating leases
    
    
    45,764
    
    
    
    (254
    )
    
    
    45,510
    
    
    
    34,971
    
    
    
    (236
    )
    
    
    34,735Goodwill
    
    
    21,521
    
    
    
    
    
    
    
    21,521
    
    
    
    21,521
    
    
    
    
    
    
    
    21,521Deferred income taxes
    
    
    19,072
    
    
    
    68
    
    
    
    19,140
    
    
    
    23,213
    
    
    
    68
    
    
    
    23,281Other long-term assets
    
    
    5,272
    
    
    
    
    
    
    
    5,272
    
    
    
    5,484
    
    
    
    
    
    
    
    5,484Total assets
    
    $
    357,763
    
    
    $
    (5,546
    )
    
    $
    352,217
    
    
    $
    389,154
    
    
    $
    (5,861
    )
    
    $
    383,293Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    42,021
    
    
    $
    (13,144
    )
    
    $
    28,877
    
    
    $
    60,986
    
    
    $
    (13,658
    )
    
    $
    47,328Accrued payroll and employee benefits
    
    
    3,769
    
    
    
    
    
    
    
    3,769
    
    
    
    9,530
    
    
    
    
    
    
    
    9,530Accrued postretirement benefits
    
    
    5,364
    
    
    
    
    
    
    
    5,364
    
    
    
    5,364
    
    
    
    
    
    
    
    5,364Accrued warranty
    
    
    10,870
    
    
    
    
    
    
    
    10,870
    
    
    
    11,476
    
    
    
    
    
    
    
    11,476Customer deposits
    
    
    7,382
    
    
    
    
    
    
    
    7,382
    
    
    
    7,367
    
    
    
    
    
    
    
    7,367Other current liabilities
    
    
    574
    
    
    
    
    
    
    
    574
    
    
    
    7,939
    
    
    
    
    
    
    
    7,939Total current liabilities
    
    
    69,980
    
    
    
    (13,144
    )
    
    
    56,836
    
    
    
    102,662
    
    
    
    (13,658
    )
    
    
    89,004Accrued pension costs
    
    
    27,151
    
    
    
    
    
    
    
    27,151
    
    
    
    26,763
    
    
    
    
    
    
    
    26,763Accrued postretirement benefits, less current portion
    
    
    55,065
    
    
    
    
    
    
    
    55,065
    
    
    
    55,293
    
    
    
    
    
    
    
    55,293Other long-term liabilities
    
    
    6,202
    
    
    
    
    
    
    
    6,202
    
    
    
    7,407
    
    
    
    
    
    
    
    7,407Total liabilities
    
    
    158,398
    
    
    
    (13,144
    )
    
    
    145,254
    
    
    
    192,125
    
    
    
    (13,658
    )
    
    
    178,467Stockholders equityPreferred stock, $0.01 par value, 2,500,000
shares authorized (100,000 shares each
designated as Series A voting and Series B
non-voting; 0 shares issued and outstanding
at March 31, 2009 and December 31, 2008)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock, $0.01 par value, 50,000,000
shares authorized, 12,731,678 shares issued
at March 31, 2009 and December 31, 2008
    
    
    127
    
    
    
    
    
    
    
    127
    
    
    
    127
    
    
    
    
    
    
    
    127Additional paid in capital
    
    
    98,078
    
    
    
    
    
    
    
    98,078
    
    
    
    98,253
    
    
    
    
    
    
    
    98,253Treasury stock, at cost, 811,182 and 821,182
shares at March 31, 2009 and December 31,
2008, respectively
    
    
    (38,397
    )
    
    
    
    
    
    
    (38,397
    )
    
    
    (38,871
    )
    
    
    
    
    
    
    (38,871
    )Accumulated other comprehensive loss
    
    
    (16,302
    )
    
    
    
    
    
    
    (16,302
    )
    
    
    (16,471
    )
    
    
    
    
    
    
    (16,471
    )Retained earnings
    
    
    155,769
    
    
    
    7,598
    
    
    
    163,367
    
    
    
    153,890
    
    
    
    7,797
    
    
    
    161,687Total FreightCar America stockholders equity
    
    
    199,275
    
    
    
    7,598
    
    
    
    206,873
    
    
    
    196,928
    
    
    
    7,797
    
    
    
    204,725Noncontrolling interest in India JV
    
    
    90
    
    
    
    
    
    
    
    90
    
    
    
    101
    
    
    
    
    
    
    
    101Total stockholders equity
    
    
    199,365
    
    
    
    7,598
    
    
    
    206,963
    
    
    
    197,029
    
    
    
    7,797
    
    
    
    204,826Total liabilities and stockholders equity
    
    $
    357,763
    
    
    $
    (5,546
    )
    
    $
    352,217
    
    
    $
    389,154
    
    
    $
    (5,861
    )
    
    $
    383,293
 .
 16




---



##### Table of Contents



Condensed Consolidated Statement of Operations
(Unaudited)
 Three Months Ended March 31,2009
    
    
    2008As Previously
    
    
    Effect of
    
    
    
    
    
    
    As Previously
    
    
    Effect ofReported
    
    
    Restatement
    
    
    Restated
    
    
    Reported
    
    
    Restatement
    
    
    Restated(In thousands, except share and per share data)Revenues
    
    $
    39,563
    
    
    $
    
    
    
    $
    39,563
    
    
    $
    95,098
    
    
    $
    
    
    
    $
    95,098Cost of sales
    
    
    29,025
    
    
    
    243
    
    
    
    29,268
    
    
    
    85,815
    
    
    
    60
    
    
    
    85,875Gross profit
    
    
    10,538
    
    
    
    (243
    )
    
    
    10,295
    
    
    
    9,283
    
    
    
    (60
    )
    
    
    9,223Selling, general and administrative expense
(including non-cash stock-based compensation
expense of $538 and $964, respectively)
    
    
    7,322
    
    
    
    
    
    
    
    7,322
    
    
    
    8,586
    
    
    
    
    
    
    
    8,586Plant closure (income) charges
    
    
    (379
    )
    
    
    
    
    
    
    (379
    )
    
    
    18,263
    
    
    
    
    
    
    
    18,263Operating income (loss)
    
    
    3,595
    
    
    
    (243
    )
    
    
    3,352
    
    
    
    (17,566
    )
    
    
    (60
    )
    
    
    (17,626
    )Interest (expense) income, net
    
    
    (162
    )
    
    
    
    
    
    
    (162
    )
    
    
    1,242
    
    
    
    
    
    
    
    1,242Operating income (loss) before income taxes
    
    
    3,433
    
    
    
    (243
    )
    
    
    3,190
    
    
    
    (16,324
    )
    
    
    (60
    )
    
    
    (16,384
    )Income tax provision (benefit)
    
    
    849
    
    
    
    (45
    )
    
    
    804
    
    
    
    (6,108
    )
    
    
    (22
    )
    
    
    (6,130
    )Net income (loss)
    
    
    2,584
    
    
    
    (198
    )
    
    
    2,386
    
    
    
    (10,216
    )
    
    
    (38
    )
    
    
    (10,254
    )Less: Net income (loss) attributable to
noncontrolling interest in India JV
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    Net income (loss) attributable to FreightCar America
    
    $
    2,595
    
    
    $
    (198
    )
    
    $
    2,397
    
    
    $
    (10,216
    )
    
    $
    (38
    )
    
    $
    (10,254
    )Net income (loss) per common share attributable to
FreightCar America  basic
    
    $
    0.22
    
    
    $
    (0.02
    )
    
    $
    0.20
    
    
    $
    (0.87
    )
    
    $
    0.00
    
    
    $
    (0.87
    )Net income (loss) per common share attributable to
FreightCar America  diluted
    
    $
    0.22
    
    
    $
    (0.02
    )
    
    $
    0.20
    
    
    $
    (0.87
    )
    
    $
    0.00
    
    
    $
    (0.87
    )Weighted average common shares outstandingbasic
    
    
    11,849,768
    
    
    
    
    
    
    
    11,849,768
    
    
    
    11,739,799
    
    
    
    
    
    
    
    11,739,799Weighted average common shares outstandingdiluted
    
    
    11,852,480
    
    
    
    
    
    
    
    11,852,480
    
    
    
    11,739,799
    
    
    
    
    
    
    
    11,739,799Dividends declared per common share
    
    $
    0.06
    
    
    
    
    
    
    $
    0.06
    
    
    $
    0.12
    
    
    
    
    
    
    $
    0.12
 .
 17




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##### Table of Contents



Three Months Ended March 31,2009
    
    
    2008As Previously
    
    
    Effect of
    
    
    
    
    
    
    As Previously
    
    
    Effect ofReported
    
    
    Restatement
    
    
    Restated
    
    
    Reported
    
    
    Restatement
    
    
    Restated(In thousands)Cash flows from operating activitiesNet income (loss) attributable to FreightCar America
    
    $
    2,595
    
    
    $
    (198
    )
    
    $
    2,397
    
    
    $
    (10,216
    )
    
    $
    (38
    )
    
    $
    (10,254
    )Adjustments to reconcile net (loss) income to net cash
flows used in operating activitiesPlant closure (income) charges
    
    
    (379
    )
    
    
    
    
    
    
    (379
    )
    
    
    18,263
    
    
    
    
    
    
    
    18,263Depreciation and amortization
    
    
    1,186
    
    
    
    
    
    
    
    1,186
    
    
    
    993
    
    
    
    
    
    
    
    993Other non-cash items
    
    
    130
    
    
    
    
    
    
    
    130
    
    
    
    (507
    )
    
    
    
    
    
    
    (507
    )Deferred income taxes
    
    
    7,445
    
    
    
    
    
    
    
    7,445
    
    
    
    (2,085
    )
    
    
    
    
    
    
    (2,085
    )Compensation expense under stock option and
restricted share award agreements
    
    
    538
    
    
    
    
    
    
    
    538
    
    
    
    964
    
    
    
    
    
    
    
    964Noncontrolling interest in India JV
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    54,737
    
    
    
    
    
    
    
    54,737
    
    
    
    6,773
    
    
    
    
    
    
    
    6,773Inventories
    
    
    (11,995
    )
    
    
    (206
    )
    
    
    (12,201
    )
    
    
    (33,599
    )
    
    
    (405
    )
    
    
    (34,004
    )Leased railcars held for sale
    
    
    (36,490
    )
    
    
    (83
    )
    
    
    (36,573
    )
    
    
    (7,723
    )
    
    
    11
    
    
    
    (7,712
    )Other current assets
    
    
    (327
    )
    
    
    
    
    
    
    (327
    )
    
    
    15
    
    
    
    
    
    
    
    15Accounts payable
    
    
    (18,216
    )
    
    
    514
    
    
    
    (17,702
    )
    
    
    20,635
    
    
    
    454
    
    
    
    21,089Accrued payroll and employee benefits
    
    
    (5,558
    )
    
    
    
    
    
    
    (5,558
    )
    
    
    (3,665
    )
    
    
    
    
    
    
    (3,665
    )Income taxes receivable/payable
    
    
    (6,494
    )
    
    
    (45
    )
    
    
    (6,539
    )
    
    
    (4,184
    )
    
    
    (22
    )
    
    
    (4,206
    )Accrued warranty
    
    
    (606
    )
    
    
    
    
    
    
    (606
    )
    
    
    (378
    )
    
    
    
    
    
    
    (378
    )Other current liabilities and customer deposits
    
    
    (7,333
    )
    
    
    
    
    
    
    (7,333
    )
    
    
    (18,715
    )
    
    
    
    
    
    
    (18,715
    )Deferred revenue, non-current
    
    
    (270
    )
    
    
    
    
    
    
    (270
    )
    
    
    
    
    
    
    
    
    
    
    Accrued pension costs and accrued
postretirement benefits
    
    
    329
    
    
    
    
    
    
    
    329
    
    
    
    267
    
    
    
    
    
    
    
    267Net cash flows used in operating activities
    
    
    (20,719
    )
    
    
    (18
    )
    
    
    (20,737
    )
    
    
    (33,162
    )
    
    
    
    
    
    
    (33,162
    )Cash flows from investing activitiesRestricted cash deposits
    
    
    (4,238
    )
    
    
    
    
    
    
    (4,238
    )
    
    
    
    
    
    
    
    
    
    
    Cost of railcars on operating leases produced or acquired
    
    
    (11,018
    )
    
    
    18
    
    
    
    (11,000
    )
    
    
    
    
    
    
    
    
    
    
    Purchases of property, plant and equipment
    
    
    (1,220
    )
    
    
    
    
    
    
    (1,220
    )
    
    
    (1,406
    )
    
    
    
    
    
    
    (1,406
    )Net cash flows used in investing activities
    
    
    (16,476
    )
    
    
    18
    
    
    
    (16,458
    )
    
    
    (1,406
    )
    
    
    
    
    
    
    (1,406
    )Cash flows from financing activitiesPayments on long-term debt
    
    
    (17
    )
    
    
    
    
    
    
    (17
    )
    
    
    (16
    )
    
    
    
    
    
    
    (16
    )Cash dividends paid to stockholders
    
    
    (715
    )
    
    
    
    
    
    
    (715
    )
    
    
    (711
    )
    
    
    
    
    
    
    (711
    )Net cash flows used in financing activities
    
    
    (732
    )
    
    
    
    
    
    
    (732
    )
    
    
    (727
    )
    
    
    
    
    
    
    (727
    )Net decrease in cash and cash equivalents
    
    
    (37,927
    )
    
    
    
    
    
    
    (37,927
    )
    
    
    (35,295
    )
    
    
    
    
    
    
    (35,295
    )Cash and cash equivalents at beginning of period
    
    
    129,192
    
    
    
    
    
    
    
    129,192
    
    
    
    197,042
    
    
    
    
    
    
    
    197,042Cash and cash equivalents at end of period
    
    $
    91,265
    
    
    $
    
    
    
    $
    91,265
    
    
    $
    161,747
    
    
    $
    
    
    
    $
    161,747Supplemental cash flow informationIncome taxes paid
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    105
    
    
    $
    
    
    
    $
    105
 18




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 OVERVIEW
 All of the financial information presented in this Item 2 has been adjusted to reflect the
restatement of our condensed consolidated financial statements for the three months ended March 31,
2009 and 2008. Specifically, we have restated our condensed consolidated balance sheets as of
March 31, 2009 and December 31, 2008 and our condensed consolidated statements of operations and
cash flows for the three months ended March 31, 2009 and 2008. The restatement is more fully
described in the Explanatory Note immediately preceding Part I, Item 1of this quarterly report on
Form 10Q/A and in Note 18 to the condensed consolidated financial statements. You should read the
following discussion in conjunction with our condensed consolidated financial statements and
related notes included elsewhere in this quarterly report on Form 10-Q/A. 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 Cautionary Statement
Regarding Forward-Looking Statements.
      Restatement of Consolidated Financial Statements
  19




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##### Table of Contents



Increase/(Decrease) in statement ofoperations line items (in thousands)
    
    2009
    
    2008Cost of Sales
    
    $
    243
    
    
    $
    60Gross profit
    
    
    (243
    )
    
    
    (60
    )Operating income (loss) before
income taxes
    
    
    (243
    )
    
    
    (60
    )Income tax provision (benefit)
    
    
    (45
    )
    
    
    (22
    )Net income (loss)
    
    
    (198
    )
    
    
    (38
    )
  Increase/(Decrease) in balancesheet line items (in thousands)
    
    March 31, 2009
    
    Dec. 31,  2008Inventories
    
    $
    (342
    )
    
    $
    (548
    )Leased railcars held for sale
    
    
    (130
    )
    
    
    (213
    )Other current assets
    
    
    (4,255
    )
    
    
    (4,299
    )Deferred income taxes  current
    
    
    (633
    )
    
    
    (633
    )Railcars on operating leases
    
    
    (254
    )
    
    
    (236
    )Deferred income taxes  non-current
    
    
    68
    
    
    
    68Accounts payable
    
    
    (13,144
    )
    
    
    (13,658
    )Retained earnings
    
    
    7,598
    
    
    
    7,797
 RESULTS OF OPERATIONS
 Three Months Ended March 31, 2009 compared to Three Months Ended March 31, 2008
 Revenues
  20




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##### Table of Contents



Gross Profit
  Selling, General and Administrative Expense
  Plant Closure Charges
  Interest Income
  Income Taxes
  Net Income (Loss)
  LIQUIDITY AND CAPITAL RESOURCES
   21




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##### Table of Contents



22




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##### Table of Contents



Contractual Obligations
  Payments Due by Period2-3
    
    
    4-5
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years(In thousands)Capital leases from long-term debt
    
    $
    11
    
    
    $
    11
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating leases
    
    
    14,329
    
    
    
    2,125
    
    
    
    4,658
    
    
    
    4,706
    
    
    
    2,840Material and component purchases
    
    
    144,820
    
    
    
    36,513
    
    
    
    62,313
    
    
    
    45,994
    
    
    
    Total
    
    $
    159,160
    
    
    $
    38,649
    
    
    $
    66,971
    
    
    $
    50,700
    
    
    $
    2,840
   23




---



##### Table of Contents



Cash Flows
  Three Months EndedMarch 31,2009
    
    
    2008(as restated)
    
    
    (as restated)(In thousands)Net cash used in:Operating activities
    
    $
    (20,737
    )
    
    $
    (33,162
    )Investing activities
    
    
    (16,458
    )
    
    
    (1,406
    )Financing activities
    
    
    (732
    )
    
    
    (727
    )Total
    
    $
    (37,927
    )
    
    $
    (35,295
    )
 Operating Activities.
  Investing Activities.
 Financing Activities.
 Capital Expenditures
  24




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##### Table of Contents



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
   
    
    the cyclical nature of our business;
    
    adverse economic and market conditions;
    
    fluctuating costs of raw materials, including steel and aluminum, and delays in the
delivery of raw materials;
    
    our ability to maintain relationships with our suppliers of railcar components;
    
    our reliance upon a small number of customers that represent a large percentage of our
sales;
    
    the variable purchase patterns of our customers and the timing of completion, delivery and
acceptance of customer orders;
    
    the highly competitive nature of our industry;
    
    risks relating to our relationship with our unionized employees and their unions;
    
    our ability to manage our health care and pension costs;
    
    our reliance on the sales of our aluminum-bodied coal-carrying railcars;
    
    shortages of skilled labor;
    
    the risk of lack of acceptance of our new railcar offerings by our customers;
    
    the cost of complying with environmental laws and regulations;
    
    the costs associated with being a public company;
    
    potential significant warranty claims; and
    
    various covenants in the agreement governing our indebtedness that limit our managements
discretion in the operation of our businesses.
  25




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
     
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Background of Restatement
   26




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##### Table of Contents



(1)
    
    Surcharge Processing  The differences between the estimated surcharge amounts (which
were used to determine the accrual amount) and the actual surcharge amount listed on the
invoice were not consistently reflected as adjustments to the carrying value of inventory
by the third-party inventory processing system and a significant portion of these
differences remained in the unvouchered payables account rather than properly being
relieved to the cost of the assembled components.(2)
    
    Credit Memo Recording  Credit memos were incorrectly recorded by the Company. In
certain cases, when a credit memo received from a vendor was processed, the amount of the
credit memo was improperly posted to the unvouchered payables account rather than relieved
to the cost of the inventory.
   Description of Material Weaknesses
   System Change Controls
  Inventory Valuation Controls
  Account Reconciliation Controls
   27




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##### Table of Contents



Internal Control  Integrated Framework
 Changes in Internal Control over Financial Reporting
  Remediation Steps to Address Material Weaknesses
  ERP System
  Account Reconciliations
   28




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits.
 (a)
    
    Exhibits filed as part of this Form 10-Q/A:
 31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 29




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##### Table of Contents



SIGNATURES
  FREIGHTCAR AMERICA, INC.Date: September 16, 2009
    By:
    /s/    Christian B. RagotChristian B. Ragot, President andChief Executive OfficerBy:
    /s/Christopher L. NagelChristopher L. Nagel, Vice President, Finance and Chief Financial Officer 30




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 31