##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended June 30, 2010
 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)
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



FREIGHTCAR AMERICA, INC.
 INDEX TO FORM 10-Q
 Item
    
    PageNumber
    
    NumberPART I  FINANCIAL INFORMATION1. Financial Statements:Condensed Consolidated Balance Sheets (Unaudited) as of
June 30, 2010 and December 31, 2009
    
    
    3Condensed Consolidated Statements of Operations (Unaudited) for the
Three and Six Months Ended June 30, 2010 and 2009
    
    
    4Condensed Consolidated Statements of Stockholders Equity (Unaudited) for the Six
Months Ended June 30, 2010 and 2009
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited) for the
Six Months Ended June 30, 2010 and 2009
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    72. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    163. Quantitative and Qualitative Disclosures About Market Risk
    
    
    224. Controls and Procedures
    
    
    22PART II  OTHER INFORMATION1. Legal Proceedings
    
    
    221A. Risk Factors
    
    
    232. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    233. Defaults Upon Senior Securities
    
    
    235. Other Information
    
    
    236. Exhibits
    
    
    23Signatures
    
    
    24EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 FreightCar America, Inc.
 
 Condensed Consolidated Balance Sheets  (Unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009(In thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    90,144
    
    
    $
    98,015Restricted cash
    
    
    1,750
    
    
    
    1,420Securities available for sale, at fair value
    
    
    39,989
    
    
    
    29,976Accounts receivable, net of allowance for
doubtful accounts of $179 and $240,
respectively
    
    
    4,259
    
    
    
    3,728Inventories
    
    
    32,616
    
    
    
    40,800Leased railcars held for sale
    
    
    6,686
    
    
    
    2,200Assets held for sale
    
    
    2,478
    
    
    
    2,478Other current assets
    
    
    12,495
    
    
    
    9,467Deferred income taxes, net
    
    
    15,316
    
    
    
    15,315Total current assets
    
    
    205,733
    
    
    
    203,399Long-term inventory
    
    
    9,774
    
    
    
    5,611Property, plant and equipment, net
    
    
    27,018
    
    
    
    28,170Railcars on operating leases
    
    
    59,805
    
    
    
    58,771Goodwill
    
    
    21,521
    
    
    
    21,521Deferred income taxes
    
    
    17,028
    
    
    
    13,404Other long-term assets
    
    
    4,260
    
    
    
    4,690Total assets
    
    $
    345,139
    
    
    $
    335,566Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    12,365
    
    
    $
    16,948Accrued payroll and employee benefits
    
    
    3,215
    
    
    
    7,958Accrued postretirement benefits
    
    
    5,329
    
    
    
    5,329Accrued warranty
    
    
    8,392
    
    
    
    9,146Customer deposits
    
    
    30,244
    
    
    
    4,631Other current liabilities
    
    
    4,569
    
    
    
    5,332Total current liabilities
    
    
    64,114
    
    
    
    49,344Accrued pension costs
    
    
    15,607
    
    
    
    15,675Accrued postretirement benefits, less current portion
    
    
    57,352
    
    
    
    57,962Other long-term liabilities
    
    
    6,262
    
    
    
    6,332Total liabilities
    
    
    143,335
    
    
    
    129,313Stockholders 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 June 30, 2010 and December 31, 2009
    
    
    
    
    
    
    Common stock, $0.01 par value; 50,000,000
shares authorized, 12,731,678 shares issued
at June 30, 2010 and December 31, 2009
    
    
    127
    
    
    
    127Additional paid in capital
    
    
    98,429
    
    
    
    97,979Treasury stock, at cost; 795,479 and 790,865
shares at June 30, 2010 and December 31,
2009, respectively
    
    
    (36,948
    )
    
    
    (37,123
    )Accumulated other comprehensive loss
    
    
    (18,315
    )
    
    
    (18,578
    )Retained earnings
    
    
    158,446
    
    
    
    163,761Total FreightCar America stockholders equity
    
    
    201,739
    
    
    
    206,166Noncontrolling interest in India JV
    
    
    65
    
    
    
    87Total stockholders equity
    
    
    201,804
    
    
    
    206,253Total liabilities and stockholders equity
    
    $
    345,139
    
    
    $
    335,566
 See Notes to Condensed Consolidated Financial Statements.
 3




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##### Table of Contents



FreightCar America, Inc.
 
 Condensed Consolidated Statements of Operations  (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(In thousands, except share and per share data)Revenues
    
    $
    30,999
    
    
    $
    104,328
    
    
    $
    50,529
    
    
    $
    143,891Cost of sales
    
    
    27,338
    
    
    
    88,345
    
    
    
    46,960
    
    
    
    117,613Gross profit
    
    
    3,661
    
    
    
    15,983
    
    
    
    3,569
    
    
    
    26,278Selling, general and administrative expense
    
    
    5,803
    
    
    
    6,713
    
    
    
    11,545
    
    
    
    14,035Plant closure income
    
    
    
    
    
    
    (116
    )
    
    
    
    
    
    
    (495
    )Operating (loss) income
    
    
    (2,142
    )
    
    
    9,386
    
    
    
    (7,976
    )
    
    
    12,738Interest (expense) income, net
    
    
    (129
    )
    
    
    (133
    )
    
    
    (265
    )
    
    
    (295
    )Operating (loss) income before income taxes
    
    
    (2,271
    )
    
    
    9,253
    
    
    
    (8,241
    )
    
    
    12,443Income tax (benefit) provision
    
    
    (951
    )
    
    
    2,268
    
    
    
    (3,620
    )
    
    
    3,072Net (loss) income
    
    
    (1,320
    )
    
    
    6,985
    
    
    
    (4,621
    )
    
    
    9,371Less: Net loss attributable to noncontrolling interest in India JV
    
    
    (15
    )
    
    
    (37
    )
    
    
    (22
    )
    
    
    (48
    )Net (loss) income attributable to FreightCar America
    
    $
    (1,305
    )
    
    $
    7,022
    
    
    $
    (4,599
    )
    
    $
    9,419Net (loss) income per common share attributable to FreightCar America  basic
    
    $
    (0.11
    )
    
    $
    0.59
    
    
    $
    (0.39
    )
    
    $
    0.79Net (loss) income per common share attributable to FreightCar America  diluted
    
    $
    (0.11
    )
    
    $
    0.59
    
    
    $
    (0.39
    )
    
    $
    0.79Weighted average common shares outstanding  basic
    
    
    11,896,312
    
    
    
    11,860,809
    
    
    
    11,885,878
    
    
    
    11,855,319Weighted average common shares outstanding  diluted
    
    
    11,896,312
    
    
    
    11,863,999
    
    
    
    11,885,878
    
    
    
    11,858,272Dividends declared per common share
    
    $
    
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.12
 See Notes to Condensed Consolidated Financial Statements.
 4




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##### Table of Contents



FreightCar America, Inc.
 
 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited)
 FreightCar America ShareholdersAccumulatedCommon Stock
    
    
    Additional
    
    
    Treasury Stock
    
    
    Other Comprehensive
    
    
    Retained
    
    
    Noncontrolling
    
    
    Total StockholdersShares
    
    
    Amount
    
    
    Paid In Capital
    
    
    Shares
    
    
    Amount
    
    
    Loss
    
    
    Earnings
    
    
    Interest
    
    
    EquityBalance, December 31, 2008
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    98,253
    
    
    
    (821,182
    )
    
    $
    (38,871
    )
    
    $
    (16,471
    )
    
    $
    161,687
    
    
    $
    101
    
    
    $
    204,826Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,419
    
    
    
    (48
    )
    
    
    9,371Pension liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    267
    
    
    
    
    
    
    
    
    
    
    
    267Postretirement liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70
    
    
    
    
    
    
    
    
    
    
    
    70Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,708Restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (1,874
    )
    
    
    39,589
    
    
    
    1,874
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation recognized
    
    
    
    
    
    
    
    
    
    
    1,091
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,091Deficiency of tax benefit from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (358
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (358
    )Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,434
    )
    
    
    
    
    
    
    (1,434
    )Balance, June 30, 2009
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    97,112
    
    
    
    (781,593
    )
    
    $
    (36,997
    )
    
    $
    (16,134
    )
    
    $
    169,672
    
    
    $
    53
    
    
    $
    213,833Balance, December 31, 2009
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    97,979
    
    
    
    (790,865
    )
    
    $
    (37,123
    )
    
    $
    (18,578
    )
    
    $
    163,761
    
    
    $
    87
    
    
    $
    206,253Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,599
    )
    
    
    (22
    )
    
    
    (4,621
    )Pension liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    133
    
    
    
    
    
    
    
    
    
    
    
    133Postretirement liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    132Unrealized holding gain on available-for-sale securities, net of reclassification adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    (2
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,358
    )Restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (624
    )
    
    
    13,424
    
    
    
    624
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee restricted stock settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,752
    )
    
    
    (235
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (235
    )Forfeiture of restricted stock awards
    
    
    
    
    
    
    
    
    
    
    214
    
    
    
    (8,286
    )
    
    
    (214
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation recognized
    
    
    
    
    
    
    
    
    
    
    860
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    860Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (716
    )
    
    
    
    
    
    
    (716
    )Balance, June 30, 2010
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    98,429
    
    
    
    (795,479
    )
    
    $
    (36,948
    )
    
    $
    (18,315
    )
    
    $
    158,446
    
    
    $
    65
    
    
    $
    201,804
 See Notes to Condensed Consolidated Financial Statements.
 5




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##### Table of Contents



FreightCar America, Inc.


Condensed Consolidated Statements of Cash Flows
(Unaudited)
 Six Months EndedJune 30,2010
    
    
    2009(In thousands)Cash flows from operating activitiesNet (loss) income
    
    $
    (4,621
    )
    
    $
    9,371Adjustments to reconcile net (loss) income to net cash flows used in operating activitiesDepreciation and amortization
    
    
    3,293
    
    
    
    2,541Other non-cash items
    
    
    (1,989
    )
    
    
    292Deferred income taxes
    
    
    (3,784
    )
    
    
    7,049Compensation expense under stock option and restricted share award agreements
    
    
    860
    
    
    
    1,091Changes in operating assets and liabilities:Accounts receivable
    
    
    (531
    )
    
    
    66,981Inventories
    
    
    6,406
    
    
    
    (9,658
    )Leased railcars held for sale
    
    
    (6,686
    )
    
    
    (16,598
    )Other current assets
    
    
    (3,688
    )
    
    
    48Accounts payable
    
    
    (4,965
    )
    
    
    (17,830
    )Accrued payroll and employee benefits
    
    
    (4,743
    )
    
    
    (5,191
    )Income taxes receivable/payable
    
    
    982
    
    
    
    3,824Accrued warranty
    
    
    (754
    )
    
    
    (708
    )Customer deposits and other current liabilities
    
    
    24,850
    
    
    
    (5,083
    )Deferred revenue, non-current
    
    
    (234
    )
    
    
    (488
    )Accrued pension costs and accrued postretirement benefits
    
    
    (413
    )
    
    
    218Net cash flows provided by operating activities
    
    
    3,983
    
    
    
    35,859Cash flows from investing activitiesRestricted cash deposits
    
    
    (3,622
    )
    
    
    Restricted cash withdrawals
    
    
    3,292
    
    
    
    Purchase of securities available for sale
    
    
    (29,982
    )
    
    
    Maturity of securities available for sale
    
    
    20,000
    
    
    
    Cost of railcars on operating leases produced or acquired
    
    
    
    
    
    
    (8,802
    )Purchases of property, plant and equipment
    
    
    (591
    )
    
    
    (2,431
    )Net cash flows used in investing activities
    
    
    (10,903
    )
    
    
    (11,233
    )Cash flows from financing activitiesPayments on long-term debt
    
    
    
    
    
    
    (28
    )Deferred financing costs paid
    
    
    
    
    
    
    (5
    )Employee restricted stock settlement
    
    
    (235
    )
    
    
    Cash dividends paid to stockholders
    
    
    (716
    )
    
    
    (1,434
    )Net cash flows used in financing activities
    
    
    (951
    )
    
    
    (1,467
    )Net (decrease) increase in cash and cash equivalents
    
    
    (7,871
    )
    
    
    23,159Cash and cash equivalents at beginning of period
    
    
    98,015
    
    
    
    129,192Cash and cash equivalents at end of period
    
    $
    90,144
    
    
    $
    152,351Supplemental cash flow information:Interest paid
    
    $
    273
    
    
    $
    102Income taxes paid
    
    $
    136
    
    
    $
    175Income tax refunds received
    
    $
    794
    
    
    $
    7,750
 See Notes to Condensed Consolidated Financial Statements.
 6




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##### Table of Contents



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
 Consolidation ( , Noncontrolling Interests in Consolidated
Financial Statements: An amendment of ARB No. 51).
 Revenue Recognition
 7




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##### Table of Contents



Note 4  Plant Closure
    Note 5  Fair Value Measurements
 Fair Value Measurements and Disclosures
    Recurring Fair Value Measurements
    
    
    As of June 30, 2010Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalASSETS:Cash equivalents
    
    $
    81,303
    
    
    $
    
    
    
    $
    
    
    
    $
    81,303Securities available for sale 
fixed income government
obligations
    
    $
    39,989
    
    
    $
    
    
    
    $
    
    
    
    $
    39,989
  8




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##### Table of Contents



Note 6  Inventories
  June 30,
    
    
    December 31,2010
    
    
    2009Work in progress
    
    $
    30,117
    
    
    $
    30,803Finished new railcars
    
    
    
    
    
    
    Used railcars acquired upon trade-in
    
    
    2,499
    
    
    
    9,997Total inventories
    
    $
    32,616
    
    
    $
    40,800
  Note 7   Leased Railcars
        9




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##### Table of Contents



Six months ending December 31, 2010
    
    $
    2,185Year ending December 31, 2011
    
    
    3,469Year ending December 31, 2012
    
    
    1,216Year ending December 31, 2013
    
    
    705Year ending December 31, 2014
    
    
    535Thereafter
    
    
    167$
    8,277
 Note 8 Property, Plant and Equipment
  June 30,
    
    
    December 31,2010
    
    
    2009Buildings and improvements
    
    $
    19,056
    
    
    $
    19,056Machinery and equipment
    
    
    31,282
    
    
    
    31,175Cost of buildings, improvements, machinery and equipment
    
    
    50,338
    
    
    
    50,231Less: Accumulated depreciation and amortization
    
    
    (24,713
    )
    
    
    (22,599
    )Buildings, improvements, machinery and equipment, net
of accumulated depreciation and amortization
    
    
    25,625
    
    
    
    27,632Land
    
    
    151
    
    
    
    151Construction in process
    
    
    1,242
    
    
    
    387Total property, plant and equipment, net
    
    $
    27,018
    
    
    $
    28,170
  Note 9  Goodwill and Intangible Assets
 Intangibles  Goodwill and
Other Goodwill and Other Intangible Assets)
  June 30,
    
    
    December 31,2010
    
    
    2009Patents
    
    $
    13,097
    
    
    $
    13,097Accumulated amortization
    
    
    (9,490
    )
    
    
    (9,195
    )Patents, net of accumulated amortization
    
    
    3,607
    
    
    
    3,902Goodwill
    
    
    21,521
    
    
    
    21,521Total goodwill and intangible assets
    
    $
    25,128
    
    
    $
    25,423
 10




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Note 10  Product Warranties
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance at the beginning of the period
    
    $
    8,692
    
    
    $
    10,870
    
    
    $
    9,146
    
    
    $
    11,476Provision for warranties issued during the period
    
    
    51
    
    
    
    358
    
    
    
    104
    
    
    
    468Reductions for payments, cost of repairs and other
    
    
    (351
    )
    
    
    (460
    )
    
    
    (858
    )
    
    
    (1,176
    )Balance at the end of the period
    
    $
    8,392
    
    
    $
    10,768
    
    
    $
    8,392
    
    
    $
    10,768
 Note 11  Revolving Credit Facilities
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Note 12  Stock-Based Compensation
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Note 13  Comprehensive Income
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net operating income (loss)
    
    $
    (1,320
    )
    
    $
    6,985
    
    
    $
    (4,621
    )
    
    $
    9,371Other comprehensive income:Amortization of prior service costs and actuarial losses, net of tax
    
    
    133
    
    
    
    169
    
    
    
    265
    
    
    
    337Market value adjustment for securities available for sale, net of
reclassification adjustment, net of tax
    
    
    (1
    )
    
    
    
    
    
    
    (2
    )
    
    
    Total comprehensive income (loss)
    
    $
    (1,188
    )
    
    $
    7,154
    
    
    $
    (4,358
    )
    
    $
    9,708
 Note 14  Employee Benefit Plans
     Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,Pension Benefits
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    
    
    
    $
    150
    
    
    $
    
    
    
    $
    300Interest cost
    
    
    856
    
    
    
    976
    
    
    
    1,712
    
    
    
    1,952Expected return on plan assets
    
    
    (889
    )
    
    
    (737
    )
    
    
    (1,778
    )
    
    
    (1,474
    )Amortization of prior service cost
    
    
    
    
    
    
    26
    
    
    
    
    
    
    
    52Amortization of unrecognized net loss
    
    
    106
    
    
    
    188
    
    
    
    212
    
    
    
    376$
    73
    
    
    $
    603
    
    
    $
    146
    
    
    $
    1,206
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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,Postretirement Benefit Plan
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    14
    
    
    $
    12
    
    
    $
    28
    
    
    $
    24Interest cost
    
    
    870
    
    
    
    993
    
    
    
    1,740
    
    
    
    1,986Amortization of prior service cost
    
    
    60
    
    
    
    56
    
    
    
    120
    
    
    
    112Amortization of unrecognized net loss
    
    
    46
    
    
    
    
    
    
    
    92
    
    
    
    $
    990
    
    
    $
    1,061
    
    
    $
    1,980
    
    
    $
    2,122
   Note 15  Contingencies
    Note 16  Earnings Per Share
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Weighted average common shares outstanding
    
    
    11,896,312
    
    
    
    11,860,809
    
    
    
    11,885,878
    
    
    
    11,855,319Dilutive effect of employee stock options and
nonvested share awards
    
    
    
    
    
    
    3,190
    
    
    
    
    
    
    
    2,953Weighted average diluted common shares outstanding
    
    
    11,896,312
    
    
    
    11,863,999
    
    
    
    11,885,878
    
    
    
    11,858,272
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Note 17  Sales Contract Termination Revenue




15



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 OVERVIEW
 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. 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.
      RESULTS OF OPERATIONS
 Three Months Ended June 30, 2010 compared to Three Months Ended June 30, 2009
 Revenues
  Gross Profit
  16




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Selling, General and Administrative Expense
  Plant Closure Income
  Interest Income
  Income Taxes
  Net Income Attributable to FreightCar America
  Six Months Ended June 30, 2010 compared to Six Months Ended June 30, 2009
 Revenues
  Gross Profit
  17




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Selling, General and Administrative Expense
  Plant Closure Income
  Interest Income
  Income Taxes
  Net Income Attributable to FreightCar America
  LIQUIDITY AND CAPITAL RESOURCES
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Contractual Obligations
  19




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Payments Due by Period2-3
    
    
    4-5
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years(In thousands)Operating leases
    
    $
    12,473
    
    
    $
    2,600
    
    
    $
    5,310
    
    
    $
    3,846
    
    
    $
    717Material and component purchases
    
    
    114,499
    
    
    
    26,333
    
    
    
    55,820
    
    
    
    32,346
    
    
    
    Total
    
    $
    126,972
    
    
    $
    28,933
    
    
    $
    61,130
    
    
    $
    36,192
    
    
    $
    717
    Cash Flows
  Six Months EndedJune 30,2010
    
    
    2009(In thousands)Net cash provided by (used in):Operating activities
    
    $
    3,983
    
    
    $
    35,859Investing activities
    
    
    (10,903
    )
    
    
    (11,233
    )Financing activities
    
    
    (951
    )
    
    
    (1,467
    )Total
    
    $
    (7,871
    )
    
    $
    23,159
 Operating Activities.
  Investing Activities.
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Financing Activities.
 Capital Expenditures
  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.
  21




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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
     
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  22




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Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 5. Other Information.
  
 Item 6. Exhibits.
 (a)
    
    Exhibits filed as part of this Form 10-Q:
 31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.10.1
    
    Loan and Security Agreement, dated as of July 29, 2010, by and among
FreightCar America, Inc., Johnstown America Corporation, FreightCar
Services, Inc., JAC Operations, Inc., FreightCar Roanoke, Inc. and
Fifth Third Bank (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Commission on
July 30, 2010).
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SIGNATURES
  FREIGHTCAR AMERICA, INC.Date: August 9, 2010
    By:
    /s/    EDWARD J. WHALENEdward J. Whalen, President andChief Executive OfficerBy:
    /s/    CHRISTOPHER L. NAGELChristopher L. Nagel, Vice President,Finance and Chief Financial Officer 24




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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 2002.10.1
    
    Loan and Security Agreement, dated as of July 29, 2010, by and among FreightCar America, Inc.,
Johnstown America Corporation, FreightCar Services, Inc., JAC Operations, Inc., FreightCar
Roanoke, Inc. and Fifth Third Bank (incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Commission on July 30, 2010).
 25