##### 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, 2008
 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
  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
 Item
    
    
    
    PageNumber
    
    
    
    NumberPART I  FINANCIAL INFORMATION1.
    
    Financial Statements:Condensed Consolidated Balance Sheets (Unaudited) as of
September 30, 2008 and December 31, 2007
    
    
    3Condensed Consolidated Statements of Operations (Unaudited) for the
Three and Nine Months Ended September 30, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Cash Flows (Unaudited) for the
Nine Months Ended September 30, 2008 and 2007
    
    
    5Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    62.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    163.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    244.
    
    Controls and Procedures
    
    
    24PART II  OTHER INFORMATION1.
    
    Legal Proceedings
    
    
    251A.
    
    Risk Factors
    
    
    252.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    253.
    
    Defaults Upon Senior Securities
    
    
    254.
    
    Submission of Matters to a Vote of Security Holders
    
    
    255.
    
    Other Information
    
    
    256.
    
    Exhibits
    
    
    25Signatures
    
    
    27EX-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)
 September 30,
    
    
    December 31,2008
    
    
    2007(In thousands)AssetsCurrent assets
Cash and cash equivalents
    
    $
    128,053
    
    
    $
    197,042Accounts and notes receivable, net of
allowance for doubtful accounts of $275 and
$223, respectively
    
    
    68,320
    
    
    
    13,068Inventories
    
    
    114,386
    
    
    
    49,845Leased railcars held for sale
    
    
    705
    
    
    
    Other current assets
    
    
    11,531
    
    
    
    7,223Deferred income taxes
    
    
    13,052
    
    
    
    13,520Total current assets
    
    
    336,047
    
    
    
    280,698Property, plant and equipment, net
    
    
    30,184
    
    
    
    26,921Railcars on operating leases, net
    
    
    35,156
    
    
    
    Goodwill
    
    
    21,521
    
    
    
    21,521Deferred income taxes
    
    
    29,299
    
    
    
    21,035Other long-term assets
    
    
    5,873
    
    
    
    5,709Total assets
    
    $
    458,080
    
    
    $
    355,884Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    120,583
    
    
    $
    39,525Accrued payroll and employee benefits
    
    
    9,442
    
    
    
    13,320Accrued postretirement benefits
    
    
    5,188
    
    
    
    5,188Accrued warranty
    
    
    11,303
    
    
    
    10,551Income taxes payable
    
    
    3,734
    
    
    
    Customer deposits
    
    
    29,285
    
    
    
    20,062Other current liabilities
    
    
    8,541
    
    
    
    6,874Total current liabilities
    
    
    188,076
    
    
    
    95,520Accrued pension costs
    
    
    14,316
    
    
    
    10,685Accrued postretirement benefits, less current portion
    
    
    56,516
    
    
    
    47,890Other long-term liabilities
    
    
    3,920
    
    
    
    3,717Total liabilities
    
    
    262,828
    
    
    
    157,812Commitments and contingenciesStockholders 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, 2008 and December 31, 2007
    
    
    
    
    
    
    Common stock, $0.01 par value; 50,000,000
shares authorized, 12,731,678 shares issued
at September 30, 2008 and December 31, 2007
    
    
    127
    
    
    
    127Additional paid in capital
    
    
    98,216
    
    
    
    99,270Treasury stock, at cost, 838,909 and 918,257
shares at September 30, 2008 and December
31, 2007, respectively
    
    
    (39,807
    )
    
    
    (43,597
    )Accumulated other comprehensive loss
    
    
    (9,562
    )
    
    
    (9,857
    )Retained earnings
    
    
    146,278
    
    
    
    152,129Total stockholders equity
    
    
    195,252
    
    
    
    198,072Total liabilities and stockholders equity
    
    $
    458,080
    
    
    $
    355,884
 See Notes to Condensed Consolidated Financial Statements.
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##### Table of Contents



FreightCar America, Inc.
 
 Condensed Consolidated Statements of Operations
 (Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands, except share and per share data)Sales
    
    $
    238,008
    
    
    $
    162,112
    
    
    $
    474,441
    
    
    $
    679,923Cost of sales
    
    
    219,591
    
    
    
    142,714
    
    
    
    440,112
    
    
    
    591,699Gross profit
    
    
    18,417
    
    
    
    19,398
    
    
    
    34,329
    
    
    
    88,224Selling, general and administrative expense
(including non-cash stock-based
compensation expense of $608, $725, $2,301
and $2,080, respectively)
    
    
    7,207
    
    
    
    7,565
    
    
    
    23,076
    
    
    
    26,535Special charges
    
    
    268
    
    
    
    
    
    
    
    20,133
    
    
    
    Operating income (loss)
    
    
    10,942
    
    
    
    11,833
    
    
    
    (8,880
    )
    
    
    61,689Interest income
    
    
    884
    
    
    
    1,899
    
    
    
    2,974
    
    
    
    6,568Interest expense
    
    
    81
    
    
    
    138
    
    
    
    239
    
    
    
    352Amortization of deferred financing costs
    
    
    171
    
    
    
    57
    
    
    
    212
    
    
    
    210Operating income (loss) before income taxes
    
    
    11,574
    
    
    
    13,537
    
    
    
    (6,357
    )
    
    
    67,695Income tax provision (benefit)
    
    
    4,185
    
    
    
    4,856
    
    
    
    (2,644
    )
    
    
    24,609Net income (loss)
    
    $
    7,389
    
    
    $
    8,681
    
    
    $
    (3,713
    )
    
    $
    43,086Net income (loss) per common share  basic
    
    $
    0.63
    
    
    $
    0.73
    
    
    $
    (0.32
    )
    
    $
    3.52Net income (loss) per common share  diluted
    
    $
    0.62
    
    
    $
    0.73
    
    
    $
    (0.32
    )
    
    $
    3.49Weighted average common shares outstanding
- basic
    
    
    11,809,024
    
    
    
    11,918,890
    
    
    
    11,776,503
    
    
    
    12,245,504Weighted average common shares outstanding
- diluted
    
    
    11,841,236
    
    
    
    11,955,827
    
    
    
    11,776,503
    
    
    
    12,332,345Dividends declared per common share
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.18
    
    
    $
    0.18
 See Notes to Condensed Consolidated Financial Statements.
 4




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FreightCar America, Inc.
 
 Condensed Consolidated Statements of Cash Flows
 (Unaudited)
 Nine Months EndedSeptember 30,2008
    
    
    2007(In thousands)Cash flows from operating activitiesNet (loss) income
    
    $
    (3,713
    )
    
    $
    43,086Adjustments to reconcile net (loss) income to net cash flows used in operating activitiesSpecial charges
    
    
    20,133
    
    
    
    Depreciation and amortization
    
    
    3,215
    
    
    
    2,890Other non-cash items
    
    
    (268
    )
    
    
    2,832Deferred income taxes
    
    
    (7,811
    )
    
    
    (924
    )Compensation expense under stock option and restricted share award agreements
    
    
    2,301
    
    
    
    2,080Changes in operating assets and liabilities:Accounts receivable
    
    
    (55,252
    )
    
    
    (2,921
    )Inventories
    
    
    (63,633
    )
    
    
    39,877Leased railcars held for sale
    
    
    (705
    )
    
    
    Other current assets
    
    
    (6,174
    )
    
    
    (346
    )Accounts payable
    
    
    78,026
    
    
    
    (57,603
    )Accrued payroll and employee benefits
    
    
    (4,178
    )
    
    
    (3,510
    )Income taxes receivable/payable
    
    
    5,654
    
    
    
    (4,215
    )Accrued warranty
    
    
    752
    
    
    
    (273
    )Customer deposits and other current liabilities
    
    
    10,910
    
    
    
    (1,683
    )Accrued pension costs and accrued postretirement benefits
    
    
    (6,163
    )
    
    
    (1,201
    )Net cash flows (used in) provided by operating activities
    
    
    (26,906
    )
    
    
    18,089Cash flows from investing activitiesPurchases of property, plant and equipment
    
    
    (4,135
    )
    
    
    (5,181
    )Cost of railcars on operating leases produced or acquired
    
    
    (35,437
    )
    
    
    Proceeds from sale of property, plant and equipment
    
    
    18
    
    
    
    Net cash flows used in investing activities
    
    
    (39,554
    )
    
    
    (5,181
    )Cash flows from financing activitiesPayments on long-term debt
    
    
    (48
    )
    
    
    (45
    )Deferred financing costs paid
    
    
    (969
    )
    
    
    (211
    )Stock repurchases
    
    
    
    
    
    
    (50,000
    )Issuance of common stock
    
    
    627
    
    
    
    2,089Excess tax benefit from stock-based compensation
    
    
    
    
    
    
    800Cash dividends paid to stockholders
    
    
    (2,139
    )
    
    
    (2,229
    )Net cash flows used in financing activities
    
    
    (2,529
    )
    
    
    (49,596
    )Net decrease in cash and cash equivalents
    
    
    (68,989
    )
    
    
    (36,688
    )Cash and cash equivalents at beginning of period
    
    
    197,042
    
    
    
    212,026Cash and cash equivalents at end of period
    
    $
    128,053
    
    
    $
    175,338Supplemental cash flow information:Income taxes paid
    
    $
    1,276
    
    
    $
    28,984Non-cash transactions:Purchase of property, plant and equipment on account
    
    $
    (1,916
    )
    
    $
    (907
    )
 See Notes to Condensed Consolidated Financial Statements.
 5




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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
  Reclassification
  Note 3  Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities.
 6




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Business Combinations,
 Noncontrolling Interests in Consolidated Financial
Statements-an amendment of ARB No. 51 Consolidated Financial Statements
 Disclosures about Derivative Instruments and Hedging
Activities-an amendment of FASB Statement No. 133.
 Determination of the
Useful Life of Intangible Assets. Goodwill and Other Intangible Assets
 Accounting for Convertible Debt Instruments That May
Be Settled in Cash Upon Conversion (Including Partial Cash Settlement).
 7




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Note 4  Accounts and Notes Receivable
  Note 5  Inventories
  September 30,
    
    
    December 31,2008
    
    
    2007Work in progress
    
    $
    82,446
    
    
    $
    48,088Finished new railcars
    
    
    30,295
    
    
    
    1,757Used railcars held for sale
    
    
    1,645
    
    
    
    Total inventories
    
    $
    114,386
    
    
    $
    49,845
  Note 6  Leased Railcars
     Three months ending December 31, 2008
    
    $
    763Year ending December 31, 2009
    
    
    2,324Year ending December 31, 2010
    
    
    2,012Year ending December 31, 2011
    
    
    1,071$
    6,170
 8




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##### Table of Contents



Note 7  Property, Plant and Equipment and Railcars on operating leases
  September 30,
    
    
    December 31,2008
    
    
    2007Land
    
    $
    701
    
    
    $
    701Buildings and improvements
    
    
    20,717
    
    
    
    20,559Machinery and equipment
    
    
    42,578
    
    
    
    40,228Cost of buildings, improvements, machinery and equipment
    
    
    63,295
    
    
    
    60,787Less: Accumulated depreciation and amortization
    
    
    (38,373
    )
    
    
    (35,697
    )Buildings, improvements, machinery and equipment, net
of accumulated depreciation and amortization
    
    
    24,922
    
    
    
    25,090Construction in process
    
    
    4,561
    
    
    
    1,130Total property, plant and equipment, net
    
    $
    30,184
    
    
    $
    26,921
  September 30,
    
    
    December 31,2008
    
    
    2007Cost of railcars on operating leases
    
    $
    35,340
    
    
    $
    Less: Accumulated depreciation and amortization
    
    
    (184
    )
    
    
    Railcars on operating leases, net
    
    $
    35,156
    
    
    $
    
 Note 8  Goodwill and Intangible Assets
 Goodwill and Other
Intangible Assets
  September 30,
    
    
    December 31,2008
    
    
    2007Patents
    
    $
    13,097
    
    
    $
    13,097Accumulated amortization
    
    
    (8,458
    )
    
    
    (8,014
    )Patents, net of accumulated amortization
    
    
    4,639
    
    
    
    5,083Goodwill
    
    
    21,521
    
    
    
    21,521Total goodwill and intangible assets
    
    $
    26,160
    
    
    $
    26,604
  Note 9  Product Warranties
  9




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Balance at the beginning of the period
    
    $
    10,916
    
    
    $
    12,617
    
    
    $
    10,551
    
    
    $
    12,051Warranties issued during the period
    
    
    925
    
    
    
    680
    
    
    
    2,641
    
    
    
    2,779Reductions for payments, cost of repairs and other
    
    
    (538
    )
    
    
    (1,519
    )
    
    
    (1,889
    )
    
    
    (3,052
    )Balance at the end of the period
    
    $
    11,303
    
    
    $
    11,778
    
    
    $
    11,303
    
    
    $
    11,778
 Note 10  Revolving Credit Facilities
     JAIX Revolving Credit Facility
   10




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##### Table of Contents



Note 11  Stock-Based Compensation
     Note 12  Comprehensive Income (Loss)
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net operating income (loss)
    
    $
    7,389
    
    
    $
    8,681
    
    
    $
    (3,713
    )
    
    $
    43,086Other comprehensive income:Amortization of prior
service costs and
actuarial losses, net of
tax
    
    
    64
    
    
    
    518
    
    
    
    295
    
    
    
    1,560Total comprehensive income (loss)
    
    $
    7,453
    
    
    $
    9,199
    
    
    $
    (3,418
    )
    
    $
    44,646
 11




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Note 13  Employee Benefit Plans
    Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Pension BenefitsService cost
    
    $
    282
    
    
    $
    557
    
    
    $
    846
    
    
    $
    1,671Interest cost
    
    
    842
    
    
    
    693
    
    
    
    2,526
    
    
    
    2,078Cost included in special charges
    
    
    
    
    
    
    
    
    
    
    9,826
    
    
    
    Expected return on plan assets
    
    
    (940
    )
    
    
    (879
    )
    
    
    (2,819
    )
    
    
    (2,637
    )Amortization of prior service cost
    
    
    
    
    
    
    178
    
    
    
    
    
    
    
    534Amortization of unrecognized net loss
    
    
    7
    
    
    
    110
    
    
    
    21
    
    
    
    331$
    191
    
    
    $
    659
    
    
    $
    10,400
    
    
    $
    1,977
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Postretirement Benefit PlanService cost
    
    $
    17
    
    
    $
    170
    
    
    $
    51
    
    
    $
    512Interest cost
    
    
    808
    
    
    
    737
    
    
    
    2,424
    
    
    
    2,210Cost included in special charges
    
    
    
    
    
    
    
    
    
    
    8,889
    
    
    
    Amortization of prior service cost
    
    
    56
    
    
    
    431
    
    
    
    168
    
    
    
    1,293Amortization of unrecognized net loss
    
    
    41
    
    
    
    94
    
    
    
    123
    
    
    
    281$
    922
    
    
    $
    1,432
    
    
    $
    11,655
    
    
    $
    4,296
    12




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Note 14  Risks and Contingencies
     Accounting for Contingencies
  Note 15  Earnings (Loss) Per Share
  13




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Weighted average common shares outstanding
    
    
    11,809,024
    
    
    
    11,918,890
    
    
    
    11,776,503
    
    
    
    12,245,504Dilutive effect of employee stock options and
nonvested share awards
    
    
    32,212
    
    
    
    36,937
    
    
    
    
    
    
    
    86,841Weighted average diluted common shares outstanding
    
    
    11,841,236
    
    
    
    11,955,827
    
    
    
    11,776,503
    
    
    
    12,332,345
  Note 16  Special Charges
    14




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Total
 Costs Incurred to DateAs of September 30,2008Pension plan costs
    
    $
    24,304Postretirement plan costs
    
    
    22,093Employee termination benefits
    
    
    1,829Other related costs
    
    
    1,793Impairment charge for plant building and land
    
    
    950Total
    
    $
    50,969
 15




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##### 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.
       16




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##### Table of Contents



RESULTS OF OPERATIONS
 Three Months Ended September 30, 2008 compared to Three Months Ended September 30, 2007
 Sales
  Gross Profit
  Selling, General and Administrative Expenses
  Special Charges
  Interest Expense/Income
  Income Taxes
  17




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##### Table of Contents



Net Income (Loss)
  Nine Months Ended September 30, 2008 compared to Nine Months Ended September 30, 2007
 Sales
  Gross Profit
  Selling, General and Administrative Expenses
  Special Charges
  Interest Expense/Income
  18




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Income Taxes
  Net Income (Loss)
  LIQUIDITY AND CAPITAL RESOURCES
      19




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##### Table of Contents



Contractual Obligations
  20




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Payments Due by PeriodLess than 1
    
    
    1-3
    
    
    3-5
    
    
    More thanContractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    5 Years(In thousands)Capital leases from long-term debt
    
    $
    45
    
    
    $
    45
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating leases
    
    
    15,396
    
    
    
    2,103
    
    
    
    4,569
    
    
    
    4,763
    
    
    
    3,961Material and component purchases
    
    
    195,679
    
    
    
    42,585
    
    
    
    83,370
    
    
    
    62,212
    
    
    
    7,512Total
    
    $
    211,120
    
    
    $
    44,733
    
    
    $
    87,939
    
    
    $
    66,975
    
    
    $
    11,473
   Cash Flows
  Nine Months EndedSeptember 30,2008
    
    
    2007(In thousands)Net cash (used in) provided by:Operating activities
    
    $
    (26,906
    )
    
    $
    18,089Investing activities
    
    
    (39,554
    )
    
    
    (5,181
    )Financing activities
    
    
    (2,529
    )
    
    
    (49,596
    )Total
    
    $
    (68,989
    )
    
    $
    (36,688
    )
 Operating Activities.
  Investing Activities.
 21




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##### Table of Contents



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 agreements governing our indebtedness that limit our managements
discretion in the operation of our businesses.
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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 Controls
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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   
 Item 1A. Risk Factors.
  We May Be Affected by General Economic Conditions.
  
 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)
 10.1
    
    First Amendment to Second Amended and Restated Credit Agreement dated
as of September 30, 2008 by and among Johnstown America Corporation,
Freight Car Services, Inc., JAC Operations, Inc., JAIX Leasing
Company and FreightCar Roanoke, Inc., as the Co-Borrowers, the
lenders party
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thereto and LaSalle Bank National Association, as
Administrative Agent (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K filed with the Commission on
October 6, 2008).10.2
    
    Guarantee Agreement dated as of September 30, 2008 by JAIX Leasing
Company in favor of LaSalle Bank National Association, as
Administrative Agent, for the benefit of the lenders party thereto
(incorporated by reference to Exhibit 10.2 to the Companys Current
Report on Form 8-K filed with the Commission on October 6, 2008).10.3
    
    Credit Agreement dated as of September 30, 2008 by and among JAIX
Leasing Company, as Borrower, Bank of America, N.A., as
Administrative Agent, the lenders party thereto and Banc of America
Securities LLC, as Sole Lead Arranger and Sole Book Manager
(incorporated by reference to Exhibit 10.3 to the Companys Current
Report on Form 8-K filed with the Commission on October 6, 2008).10.4
    
    Guarantee Agreement dated as of September 30, 2008 by FreightCar
America, Inc. in favor of Bank of America, N.A., as Administrative
Agent, for the benefit of the lenders party thereto (incorporated by
reference to Exhibit 10.4 to the Companys Current Report on Form 8-K
filed with the Commission on October 6, 2008).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.
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SIGNATURES
  FREIGHTCAR AMERICA, INC.Date: November 3, 2008
    By:
    /s/ Christian RagotChristian Ragot, President andChief Executive OfficerBy:
    /s/    Kevin P. BagbyKevin P. Bagby, Vice President, Finance andChief Financial Officer 27




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EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    
    First Amendment to Second Amended and Restated
Credit Agreement dated as of September 30, 2008
by and among Johnstown America Corporation,
Freight Car Services, Inc., JAC Operations, Inc.,
JAIX Leasing Company and FreightCar Roanoke,
Inc., as the Co-Borrowers, the lenders party
thereto and LaSalle Bank National Association, as
Administrative Agent (incorporated by reference
to Exhibit 10.1 to the Companys Current Report
on Form 8-K filed with the Commission on
October 6, 2008).10.2
    
    Guarantee Agreement dated as of September 30,
2008 by JAIX Leasing Company in favor of LaSalle
Bank National Association, as Administrative
Agent, for the benefit of the lenders party
thereto (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on
Form 8-K filed with the Commission on October 6,
2008).10.3
    
    Credit Agreement dated as of September 30, 2008
by and among JAIX Leasing Company, as Borrower,
Bank of America, N.A., as Administrative Agent,
the lenders party thereto and Banc of America
Securities LLC, as Sole Lead Arranger and Sole
Book Manager (incorporated by reference to
Exhibit 10.3 to the Companys Current Report on
Form 8-K filed with the Commission on October 6,
2008).10.4
    
    Guarantee Agreement dated as of September 30,
2008 by FreightCar America, Inc. in favor of Bank
of America, N.A., as Administrative Agent, for
the benefit of the lenders party thereto
(incorporated by reference to Exhibit 10.4 to the
Companys Current Report on Form 8-K filed with
the Commission on October 6, 2008).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.
 28