##### 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 September 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
(State or other jurisdiction of incorporation or organization)
    
    25-1837219
(I.R.S. Employer Identification No.)Two North Riverside Plaza, Suite 1250
Chicago, Illinois
(Address of principal executive offices)
    
    60606
(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(Do not check if a smaller reporting company)
Smaller reporting company o o þ




---



##### 



FREIGHTCAR AMERICA, INC.
 INDEX TO FORM 10-Q
 Item
    
    
    
    PageNumber
    
    
    
    NumberPART I  FINANCIAL INFORMATION1.
    
    Financial Statements:Condensed Consolidated Balance Sheets (Unaudited) as of
September 30, 2010 and December 31, 2009
    
    
    3Condensed Consolidated Statements of Operations (Unaudited) for the
Three and Nine Months Ended September 30, 2010 and 2009
    
    
    4Condensed Consolidated Statements of Stockholders Equity (Unaudited) for the
Nine Months Ended September 30, 2010 and 2009
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited) for the
Nine Months Ended September 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
    
    
    234.
    
    Controls and Procedures
    
    
    23PART II  OTHER INFORMATION1.
    
    Legal Proceedings
    
    
    231A.
    
    Risk Factors
    
    
    232.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    243.
    
    Defaults Upon Senior Securities
    
    
    245.
    
    Other Information
    
    
    246.
    
    Exhibits
    
    
    24Signatures
    
    
    25EX-31.1EX-31.2EX-32
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 
 FreightCar America, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
 September 30,
    
    
    December 31,2010
    
    
    2009(In thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    95,711
    
    
    $
    98,015Restricted cash
    
    
    1,110
    
    
    
    1,420Securities available for sale, at fair value
    
    
    
    
    
    
    29,976Accounts receivable, net of allowance for
doubtful accounts of $179 and $240,
respectively
    
    
    7,103
    
    
    
    3,728Inventories
    
    
    48,243
    
    
    
    40,800Leased railcars held for sale
    
    
    6,686
    
    
    
    2,200Assets held for sale
    
    
    2,478
    
    
    
    2,478Other current assets
    
    
    12,334
    
    
    
    9,467Deferred income taxes, net
    
    
    14,125
    
    
    
    15,315Total current assets
    
    
    187,790
    
    
    
    203,399Long-term inventory
    
    
    12,893
    
    
    
    5,611Property, plant and equipment, net
    
    
    26,116
    
    
    
    28,170Railcars on operating leases
    
    
    59,188
    
    
    
    58,771Goodwill
    
    
    21,521
    
    
    
    21,521Deferred income taxes, net
    
    
    20,515
    
    
    
    13,404Other long-term assets
    
    
    3,739
    
    
    
    4,690Total assets
    
    $
    331,762
    
    
    $
    335,566Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    18,799
    
    
    $
    16,948Accrued payroll and employee benefits
    
    
    3,849
    
    
    
    7,958Accrued postretirement benefits
    
    
    5,329
    
    
    
    5,329Accrued warranty
    
    
    7,972
    
    
    
    9,146Customer deposits
    
    
    15,330
    
    
    
    4,631Other current liabilities
    
    
    5,125
    
    
    
    5,332Total current liabilities
    
    
    56,404
    
    
    
    49,344Accrued pension costs
    
    
    15,574
    
    
    
    15,675Accrued postretirement benefits, less current portion
    
    
    57,321
    
    
    
    57,962Other long-term liabilities
    
    
    4,859
    
    
    
    6,332Total liabilities
    
    
    134,158
    
    
    
    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 September 30, 2010 and December 31, 2009
    
    
    
    
    
    
    Common stock, $0.01 par value; 50,000,000
shares authorized, 12,731,678 shares issued
at September 30, 2010 and December 31, 2009
    
    
    127
    
    
    
    127Additional paid in capital
    
    
    98,855
    
    
    
    97,979Treasury stock, at cost; 800,486 and 790,865
shares at September 30, 2010 and December
31, 2009, respectively
    
    
    (37,001
    )
    
    
    (37,123
    )Accumulated other comprehensive loss
    
    
    (18,183
    )
    
    
    (18,578
    )Retained earnings
    
    
    153,750
    
    
    
    163,761Total FreightCar America stockholders equity
    
    
    197,548
    
    
    
    206,166Noncontrolling interest in India JV
    
    
    56
    
    
    
    87Total stockholders equity
    
    
    197,604
    
    
    
    206,253Total liabilities and stockholders equity
    
    $
    331,762
    
    
    $
    335,566
 See Notes to Condensed Consolidated Financial Statements.
 3




---



##### Table of Contents



FreightCar America, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(In thousands, except share and per share data)Revenues
    
    $
    41,330
    
    
    $
    55,131
    
    
    $
    91,859
    
    
    $
    199,022Cost of sales
    
    
    42,148
    
    
    
    48,252
    
    
    
    89,108
    
    
    
    165,865Gross (loss) profit
    
    
    (818
    )
    
    
    6,879
    
    
    
    2,751
    
    
    
    33,157Selling, general and administrative expense
    
    
    6,503
    
    
    
    6,595
    
    
    
    18,048
    
    
    
    20,630Plant closure income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (495
    )Operating (loss) income
    
    
    (7,321
    )
    
    
    284
    
    
    
    (15,297
    )
    
    
    13,022Interest expense, net
    
    
    (562
    )
    
    
    (210
    )
    
    
    (827
    )
    
    
    (505
    )Operating (loss) income before income taxes
    
    
    (7,883
    )
    
    
    74
    
    
    
    (16,124
    )
    
    
    12,517Income tax (benefit) provision
    
    
    (3,178
    )
    
    
    (971
    )
    
    
    (6,798
    )
    
    
    2,101Net (loss) income
    
    
    (4,705
    )
    
    
    1,045
    
    
    
    (9,326
    )
    
    
    10,416Less: Net loss attributable to noncontrolling
interest in India JV
    
    
    (9
    )
    
    
    (24
    )
    
    
    (31
    )
    
    
    (72
    )Net (loss) income attributable to FreightCar America
    
    $
    (4,696
    )
    
    $
    1,069
    
    
    $
    (9,295
    )
    
    $
    10,488Net (loss) income per common share attributable to
FreightCar America  basic
    
    $
    (0.39
    )
    
    $
    0.09
    
    
    $
    (0.78
    )
    
    $
    0.88Net (loss) income per common share attributable to
FreightCar America  diluted
    
    $
    (0.39
    )
    
    $
    0.09
    
    
    $
    (0.78
    )
    
    $
    0.88Weighted average common shares outstanding  basic
    
    
    11,906,193
    
    
    
    11,867,314
    
    
    
    11,892,724
    
    
    
    11,859,361Weighted average common shares outstanding  diluted
    
    
    11,906,193
    
    
    
    11,875,748
    
    
    
    11,892,724
    
    
    
    11,864,161Dividends declared per common share
    
    $
    
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.18
 See Notes to Condensed Consolidated Financial Statements.
 4




---



##### Table of Contents



FreightCar America, Inc.
 
 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited)
 FreightCar America ShareholdersAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid In
    
    
    Treasury Stock
    
    
    Comprehensive
    
    
    Retained
    
    
    Noncontrolling
    
    
    StockholdersShares
    
    
    Amount
    
    
    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)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,488
    
    
    
    (72
    )
    
    
    10,416Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    274
    
    
    
    
    
    
    
    
    
    
    
    274Postretirement liability
activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    104Unrealized holding gain on
available-for-sale securities,
net of reclassification
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    7Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,801Restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (1,969
    )
    
    
    41,589
    
    
    
    1,969
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeiture of restricted stock
awards
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    (1,200
    )
    
    
    (24
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
recognized
    
    
    
    
    
    
    
    
    
    
    1,653
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,653Deficiency of tax benefit from
stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (358
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (358
    )Additional investment in
noncontrolling interest in
India JV
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142
    
    
    
    142Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,148
    )
    
    
    
    
    
    
    (2,148
    )Balance, September 30, 2009
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    97,603
    
    
    
    (780,793
    )
    
    $
    (36,926
    )
    
    $
    (16,086
    )
    
    $
    170,027
    
    
    $
    171
    
    
    $
    214,916Balance, December 31, 2009
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    97,979
    
    
    
    (790,865
    )
    
    $
    (37,123
    )
    
    $
    (18,578
    )
    
    $
    163,761
    
    
    $
    87
    
    
    $
    206,253Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,295
    )
    
    
    (31
    )
    
    
    (9,326
    )Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    199
    
    
    
    
    
    
    
    
    
    
    
    199Postretirement liability
activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    198
    
    
    
    
    
    
    
    
    
    
    
    198Unrealized holding gain on
available-for-sale securities,
net of reclassification
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    (2
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,931
    )Restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (740
    )
    
    
    15,924
    
    
    
    740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee restricted stock
settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,938
    )
    
    
    (240
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (240
    )Forfeiture of restricted stock
awards
    
    
    
    
    
    
    
    
    
    
    378
    
    
    
    (15,607
    )
    
    
    (378
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
recognized
    
    
    
    
    
    
    
    
    
    
    1,238
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,238Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (716
    )
    
    
    
    
    
    
    (716
    )Balance, September 30, 2010
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    98,855
    
    
    
    (800,486
    )
    
    $
    (37,001
    )
    
    $
    (18,183
    )
    
    $
    153,750
    
    
    $
    56
    
    
    $
    197,604
 See Notes to Condensed Consolidated Financial Statements.
 5




---



##### Table of Contents



FreightCar America, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 Nine Months EndedSeptember 30,2010
    
    
    2009(In thousands)Cash flows from operating activitiesNet (loss) income
    
    $
    (9,326
    )
    
    $
    10,416Adjustments to reconcile net (loss) income to net cash flows used in operating activities:Depreciation and amortization
    
    
    4,964
    
    
    
    4,024Other non-cash items
    
    
    (1,518
    )
    
    
    2,359Deferred income taxes
    
    
    (6,122
    )
    
    
    11,722Compensation expense under stock option and restricted share award agreements
    
    
    1,238
    
    
    
    1,653Changes in operating assets and liabilities:Accounts receivable
    
    
    (3,375
    )
    
    
    70,861Inventories
    
    
    (12,289
    )
    
    
    (27,075
    )Leased railcars held for sale
    
    
    (6,686
    )
    
    
    (7,948
    )Prepaid expenses
    
    
    (4,058
    )
    
    
    (197
    )Accounts payable
    
    
    1,664
    
    
    
    (19,108
    )Accrued payroll and employee benefits
    
    
    (4,109
    )
    
    
    (4,768
    )Income taxes receivable/payable
    
    
    220
    
    
    
    (1,789
    )Accrued warranty
    
    
    (1,174
    )
    
    
    (1,073
    )Customer deposits and other current liabilities
    
    
    8,692
    
    
    
    (6,964
    )Deferred revenue, non-current
    
    
    (349
    )
    
    
    (599
    )Accrued pension costs and accrued postretirement benefits
    
    
    (345
    )
    
    
    (12,204
    )Net cash flows (used in) provided by operating activities
    
    
    (32,573
    )
    
    
    19,310Cash flows from investing activitiesRestricted cash deposits
    
    
    (3,622
    )
    
    
    Restricted cash withdrawals
    
    
    3,932
    
    
    
    Purchase of securities available for sale
    
    
    (29,982
    )
    
    
    (19,967
    )Maturity of securities available for sale
    
    
    59,996
    
    
    
    Cost of railcars on operating leases produced or acquired
    
    
    
    
    
    
    (8,758
    )Sale of railcars on operating leases
    
    
    169
    
    
    
    Cash payments received on deposit for sale of property, plant and equipment
    
    
    1,800
    
    
    
    Purchases of property, plant and equipment
    
    
    (965
    )
    
    
    (4,047
    )Net cash flows provided by (used in) investing activities
    
    
    31,328
    
    
    
    (32,772
    )Cash flows from financing activitiesPayments on long-term debt
    
    
    
    
    
    
    (28
    )Deferred financing costs paid
    
    
    (103
    )
    
    
    (5
    )Employee restricted stock settlement
    
    
    (240
    )
    
    
    Investment in noncontrolling interest by joint venture partner
    
    
    
    
    
    
    142Cash dividends paid to stockholders
    
    
    (716
    )
    
    
    (2,148
    )Net cash flows used in financing activities
    
    
    (1,059
    )
    
    
    (2,039
    )Net decrease in cash and cash equivalents
    
    
    (2,304
    )
    
    
    (15,501
    )Cash and cash equivalents at beginning of period
    
    
    98,015
    
    
    
    129,192Cash and cash equivalents at end of period
    
    $
    95,711
    
    
    $
    113,691Supplemental cash flow information:Interest paid
    
    $
    311
    
    
    $
    194Income taxes paid
    
    $
    135
    
    
    $
    175Income tax refunds received
    
    $
    794
    
    
    $
    7,750
 See Notes to Condensed Consolidated Financial Statements.
 6




---



##### 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




---



##### Table of Contents



Note 4  Plant Closure
    Note 5  Fair Value Measurements
 Fair Value Measurements and Disclosures
    As of September 30, 2010Recurring Fair Value Measurements
    
    Level 1
    
    Level 2
    
    Level 3
    
    TotalASSETS:Cash equivalents
    
    $
    64,317
    
    
    $
    
    
    
    $
    
    
    
    $
    64,317Securities available for sale 
fixed income government
obligations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 8




---



##### Table of Contents



As of December 31, 2009Recurring Fair Value Measurements
    
    Level 1
    
    Level 2
    
    Level 3
    
    TotalASSETS:Cash equivalents
    
    $
    80,009
    
    
    $
    
    
    
    $
    
    
    
    $
    80,009Securities available for sale
 fixed income government
obligations
    
    $
    29,976
    
    
    $
    
    
    
    $
    
    
    
    $
    29,976
  Note 6  Inventories
  September 30,
    
    
    December 31,2010
    
    
    2009Work in progress
    
    $
    44,809
    
    
    $
    30,803Used railcars acquired upon trade-in
    
    
    3,434
    
    
    
    9,997Total inventories
    
    $
    48,243
    
    
    $
    40,800
  Note 7   Leased Railcars
      9




---



##### Table of Contents



Three months ending December 31, 2010
    
    $
    1,098Year ending December 31, 2011
    
    
    3,524Year ending December 31, 2012
    
    
    1,216Year ending December 31, 2013
    
    
    705Year ending December 31, 2014
    
    
    535Thereafter
    
    
    167$
    7,245
 Note 8 Property, Plant and Equipment
  September 30,
    
    
    December 31,2010
    
    
    2009Buildings and improvements
    
    $
    19,056
    
    
    $
    19,056Machinery and equipment
    
    
    31,510
    
    
    
    31,175Cost of buildings, improvements, machinery and equipment
    
    
    50,566
    
    
    
    50,231Less: Accumulated depreciation and amortization
    
    
    (25,677
    )
    
    
    (22,599
    )Buildings, improvements, machinery and equipment, net
of accumulated depreciation and amortization
    
    
    24,889
    
    
    
    27,632Land
    
    
    151
    
    
    
    151Construction in process
    
    
    1,076
    
    
    
    387Total property, plant and equipment, net
    
    $
    26,116
    
    
    $
    28,170
  Note 9  Goodwill and Intangible Assets
 Intangibles  Goodwill and
Other Goodwill and Other Intangible Assets)
  10




---



##### Table of Contents



September 30,
    
    
    December 31,2010
    
    
    2009Patents
    
    $
    13,097
    
    
    $
    13,097Accumulated amortization
    
    
    (9,638
    )
    
    
    (9,195
    )Patents, net of accumulated amortization
    
    
    3,459
    
    
    
    3,902Goodwill
    
    
    21,521
    
    
    
    21,521Total goodwill and intangible assets
    
    $
    24,980
    
    
    $
    25,423
   Note 10  Product Warranties
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Balance at the beginning of the period
    
    $
    8,392
    
    
    $
    10,768
    
    
    $
    9,146
    
    
    $
    11,476Provision for warranties issued during the period
    
    
    137
    
    
    
    203
    
    
    
    240
    
    
    
    672Reductions for payments, cost of repairs and other
    
    
    (557
    )
    
    
    (568
    )
    
    
    (1,414
    )
    
    
    (1,745
    )Balance at the end of the period
    
    $
    7,972
    
    
    $
    10,403
    
    
    $
    7,972
    
    
    $
    10,403
 Note 11  Revolving Credit Facilities
    11




---



##### Table of Contents



Note 12  Stock-Based Compensation
      12




---



##### Table of Contents



Note 13  Comprehensive Income
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net (loss) income
    
    $
    (4,705
    )
    
    $
    1,045
    
    
    $
    (9,326
    )
    
    $
    10,416Other comprehensive income:Amortization of prior service
costs and actuarial losses, net
of tax
    
    
    132
    
    
    
    41
    
    
    
    397
    
    
    
    378Market value adjustment for
securities available for sale,
net of reclassification
adjustment, net of tax
    
    
    
    
    
    
    7
    
    
    
    (2
    )
    
    
    7Total comprehensive (loss) income
    
    $
    (4,573
    )
    
    $
    1,093
    
    
    $
    (8,931
    )
    
    $
    10,801
 Note 14  Employee Benefit Plans
    13




---



##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,Pension Benefits
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    
    
    
    $
    6
    
    
    $
    
    
    
    $
    306Interest cost
    
    
    856
    
    
    
    931
    
    
    
    2,568
    
    
    
    2,883Expected return on plan assets
    
    
    (889
    )
    
    
    (733
    )
    
    
    (2,667
    )
    
    
    (2,207
    )Amortization of prior service cost
    
    
    
    
    
    
    26
    
    
    
    
    
    
    
    78Amortization of unrecognized net loss (gain)
    
    
    106
    
    
    
    (8
    )
    
    
    318
    
    
    
    368$
    73
    
    
    $
    222
    
    
    $
    219
    
    
    $
    1,428
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,Postretirement Benefit Plan
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    14
    
    
    $
    20
    
    
    $
    42
    
    
    $
    44Interest cost
    
    
    870
    
    
    
    976
    
    
    
    2,610
    
    
    
    2,962Amortization of prior service cost
    
    
    60
    
    
    
    69
    
    
    
    180
    
    
    
    181Amortization of unrecognized net loss (gain)
    
    
    46
    
    
    
    (1
    )
    
    
    138
    
    
    
    (1
    )$
    990
    
    
    $
    1,064
    
    
    $
    2,970
    
    
    $
    3,186
   Note 15  Contingencies
    14




---



##### Table of Contents



Note 16  Earnings Per Share
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2010
    
    2009
    
    2010
    
    2009Weighted average common shares outstanding
    
    
    11,906,193
    
    
    
    11,867,314
    
    
    
    11,892,724
    
    
    
    11,859,361Dilutive effect of employee stock options and
nonvested share awards
    
    
    
    
    
    
    8,434
    
    
    
    
    
    
    
    4,800Weighted average diluted common shares outstanding
    
    
    11,906,193
    
    
    
    11,875,748
    
    
    
    11,892,724
    
    
    
    11,864,161
  Note 17  Sales Contract Termination Revenue
  Note 18  Subsequent Event
  15




---



##### Table of Contents



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 September 30, 2010 compared to Three Months Ended September 30, 2009
 Revenues
  16




---



##### Table of Contents



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




---



##### Table of Contents



Selling, General and Administrative Expense
  Plant Closure Income
  Interest Income
  Income Taxes
  Net Income Attributable to FreightCar America
  LIQUIDITY AND CAPITAL RESOURCES
    18




---



##### Table of Contents



19




---



##### Table of Contents



Contractual Obligations
  Payments Due by Period2-3
    
    
    4-5
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years(In thousands)Operating leases
    
    $
    11,842
    
    
    $
    2,614
    
    
    $
    5,337
    
    
    $
    3,345
    
    
    $
    546Material and component purchases
    
    
    104,761
    
    
    
    24,661
    
    
    
    54,796
    
    
    
    25,304
    
    
    
    Total
    
    $
    116,603
    
    
    $
    27,275
    
    
    $
    60,133
    
    
    $
    28,649
    
    
    $
    546
    Cash Flows
  Nine Months EndedSeptember 30,2010
    
    
    2009(In thousands)Net cash (used in) provided by:Operating activities
    
    $
    (32,573
    )
    
    $
    19,310Investing activities
    
    
    31,328
    
    
    
    (32,772
    )Financing activities
    
    
    (1,059
    )
    
    
    (2,039
    )Total
    
    $
    (2,304
    )
    
    $
    (15,501
    )
 Operating Activities.
  20




---



##### Table of Contents



Investing Activities.
 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




---



##### Table of Contents



22




---



##### Table of Contents



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.
  
 Item 1A. Risk Factors.
  23




---



##### Table of Contents



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.
 24




---



##### Table of Contents



SIGNATURES
  FREIGHTCAR AMERICA, INC.Date: November 9, 2010
    By:
    /s/ Edward J. WhalenEdward J. Whalen, President andChief Executive OfficerBy:
    /s/ Joseph E. McNeelyJoseph E. McNeely, Vice President, Finance,Chief Financial Officer and Treasurer 25




---



##### 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.
 26