##### 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 March 31, 2011
 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




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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
March 31, 2011 and December 31, 2010
    
    3Condensed Consolidated Statements of Operations (Unaudited) for the
Three Months Ended March 31, 2011 and 2010
    
    4Condensed Consolidated Statements of Stockholders Equity (Unaudited) for the Three
Months Ended March 31, 2011 and 2010
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited) for the
Three Months Ended March 31, 2011 and 2010
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    72. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    153. Quantitative and Qualitative Disclosures About Market Risk
    
    214. Controls and Procedures
    
    21PART II  OTHER INFORMATION1. Legal Proceedings
    
    211A. Risk Factors
    
    222. Unregistered Sales of Equity Securities and Use of Proceeds
    
    223. Defaults Upon Senior Securities
    
    225. Other Information
    
    226. Exhibits
    
    22Signatures
    
    23EX-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)
 March 31,
    
    
    December 31,2011
    
    
    2010(In thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    50,567
    
    
    $
    61,780Restricted cash
    
    
    2,304
    
    
    
    2,322Accounts receivable, net of allowance for
doubtful accounts of $39 and $216,
respectively
    
    
    14,050
    
    
    
    4,106Inventories
    
    
    75,183
    
    
    
    57,713Assets held for sale
    
    
    6,686
    
    
    
    6,686Other current assets
    
    
    5,817
    
    
    
    7,065Deferred income taxes, net
    
    
    10,804
    
    
    
    10,804Total current assets
    
    
    165,411
    
    
    
    150,476Long-term inventory
    
    
    
    
    
    
    7,793Property, plant and equipment, net
    
    
    39,111
    
    
    
    40,503Railcars available for lease, net
    
    
    58,205
    
    
    
    58,725Goodwill
    
    
    22,052
    
    
    
    22,052Deferred income taxes, net
    
    
    28,724
    
    
    
    26,203Other long-term assets
    
    
    4,722
    
    
    
    4,891Total assets
    
    $
    318,225
    
    
    $
    310,643Liabilities and Stockholders EquityCurrent liabilitiesAccount and contractual payables
    
    $
    27,434
    
    
    $
    12,882Accrued payroll and employee benefits
    
    
    3,470
    
    
    
    4,129Accrued postretirement benefits
    
    
    5,347
    
    
    
    5,347Accrued warranty
    
    
    7,085
    
    
    
    7,932Customer deposits
    
    
    2,821
    
    
    
    3,894Other current liabilities
    
    
    4,389
    
    
    
    4,497Total current liabilities
    
    
    50,546
    
    
    
    38,681Accrued pension costs
    
    
    12,420
    
    
    
    15,689Accrued postretirement benefits, less current portion
    
    
    59,549
    
    
    
    59,909Other long-term liabilities
    
    
    3,727
    
    
    
    3,784Total liabilities
    
    
    126,242
    
    
    
    118,063Stockholders equityPreferred stock, $0.01 par value; 2,500,000
shares authorized (100,000 shares each
designated as Series A voting and Series B
non-voting); 0 shares issued and outstanding
at March 31, 2011 and December 31, 2010
    
    
    
    
    
    
    Common stock, $0.01 par value; 50,000,000
shares authorized, 12,731,678 shares issued
at March 31, 2011 and December 31, 2010
    
    
    127
    
    
    
    127Additional paid in capital
    
    
    98,919
    
    
    
    98,722Treasury stock, at cost; 783,412 and 790,486
shares at March 31, 2011 and December 31,
2010, respectively
    
    
    (36,201
    )
    
    
    (36,539
    )Accumulated other comprehensive loss
    
    
    (19,860
    )
    
    
    (20,000
    )Retained earnings
    
    
    148,984
    
    
    
    150,274Total FreightCar America stockholders equity
    
    
    191,969
    
    
    
    192,584Noncontrolling interest in JV
    
    
    14
    
    
    
    (4
    )Total stockholders equity
    
    
    191,983
    
    
    
    192,580Total liabilities and stockholders equity
    
    $
    318,225
    
    
    $
    310,643
 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 EndedMarch 31,2011
    
    
    2010(In thousands, except share and per share data)Revenues
    
    $
    72,240
    
    
    $
    19,530Cost of sales
    
    
    69,998
    
    
    
    19,622Gross profit (loss)
    
    
    2,242
    
    
    
    (92
    )Selling, general and administrative expenses
    
    
    5,997
    
    
    
    5,742Operating loss
    
    
    (3,755
    )
    
    
    (5,834
    )Interest expense, net
    
    
    (63
    )
    
    
    (136
    )Operating loss before income taxes
    
    
    (3,818
    )
    
    
    (5,970
    )Income tax benefit
    
    
    (2,546
    )
    
    
    (2,669
    )Net loss
    
    
    (1,272
    )
    
    
    (3,301
    )Less: Net income (loss) attributable to noncontrolling interest in JV
    
    
    18
    
    
    
    (7
    )Net loss attributable to FreightCar America
    
    $
    (1,290
    )
    
    $
    (3,294
    )Net loss per common share attributable to FreightCar America  basic
    
    $
    (0.11
    )
    
    $
    (0.28
    )Net loss per common share attributable to FreightCar America  diluted
    
    $
    (0.11
    )
    
    $
    (0.28
    )Weighted average common shares outstanding  basic
    
    
    11,908,017
    
    
    
    11,875,329Weighted average common shares outstanding  diluted
    
    
    11,908,017
    
    
    
    11,875,329Dividends declared per common share
    
    $
    0.00
    
    
    $
    0.06
 See Notes to Condensed Consolidated Financial Statements.
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##### Table of Contents



FreightCar America, Inc.
 
 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited)
 FreightCar America StockholdersAccumulatedOtherCommon Stock
    
    
    Additional
    
    
    Treasury Stock
    
    
    Comprehensive
    
    
    
    
    
    
    Noncontrolling
    
    
    Total StockholdersShares
    
    
    Amount
    
    
    Paid In Capital
    
    
    Shares
    
    
    Amount
    
    
    Loss
    
    
    Retained Earnings
    
    
    Interest
    
    
    EquityBalance, December 31, 2009
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    97,979
    
    
    
    (790,865
    )
    
    $
    (37,123
    )
    
    $
    (18,578
    )
    
    $
    163,761
    
    
    $
    87
    
    
    $
    206,253Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,294
    )
    
    
    (7
    )
    
    
    (3,301
    )Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66
    
    
    
    
    
    
    
    
    
    
    
    66Postretirement liability
activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66
    
    
    
    
    
    
    
    
    
    
    
    66Unrealized holding gain on
available-for-sale securities,
net of reclassification
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (1
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,170
    )Employee restricted stock
settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,092
    )
    
    
    (191
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (191
    )Forfeiture of restricted stock
awards
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    (41
    )
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
recognized
    
    
    
    
    
    
    
    
    
    
    377
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    377Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (716
    )
    
    
    
    
    
    
    (716
    )Balance, March 31, 2010
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    98,357
    
    
    
    (798,998
    )
    
    $
    (37,315
    )
    
    $
    (18,447
    )
    
    $
    159,751
    
    
    $
    80
    
    
    $
    202,553Balance, December 31, 2010
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    98,722
    
    
    
    (790,486
    )
    
    $
    (36,539
    )
    
    $
    (20,000
    )
    
    $
    150,274
    
    
    $
    (4
    )
    
    $
    192,580Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,290
    )
    
    
    18
    
    
    
    (1,272
    )Pension liability activity, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57
    
    
    
    
    
    
    
    
    
    
    
    57Postretirement liability
activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83
    
    
    
    
    
    
    
    
    
    
    
    83Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,132
    )Restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (359
    )
    
    
    7,775
    
    
    
    359
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee restricted stock
settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (701
    )
    
    
    (21
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21
    )Stock-based compensation
recognized
    
    
    
    
    
    
    
    
    
    
    556
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    556Balance, March 31, 2011
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    98,919
    
    
    
    (783,412
    )
    
    $
    (36,201
    )
    
    $
    (19,860
    )
    
    $
    148,984
    
    
    $
    14
    
    
    $
    191,983
 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)
 Three Months EndedMarch 31,2011
    
    
    2010(In thousands)Cash flows from operating activitiesNet loss
    
    $
    (1,272
    )
    
    $
    (3,301
    )Adjustments to reconcile net loss to net cash flows used in operating activitiesDepreciation and amortization
    
    
    2,125
    
    
    
    1,624Other non-cash items
    
    
    118
    
    
    
    (1,366
    )Deferred income taxes
    
    
    (2,605
    )
    
    
    (2,727
    )Compensation expense under stock option and restricted share award agreements
    
    
    556
    
    
    
    377Changes in operating assets and liabilities:Accounts receivable
    
    
    (9,766
    )
    
    
    (1,077
    )Inventories
    
    
    (9,800
    )
    
    
    7,011Leased railcars held for sale
    
    
    
    
    
    
    (5,647
    )Other current assets
    
    
    1,121
    
    
    
    (4,228
    )Account and contractual payables
    
    
    14,612
    
    
    
    (3,652
    )Accrued payroll and employee benefits
    
    
    (659
    )
    
    
    (4,320
    )Income taxes receivable
    
    
    271
    
    
    
    920Accrued warranty
    
    
    (847
    )
    
    
    (454
    )Customer deposits and other current liabilities
    
    
    (1,180
    )
    
    
    28,230Deferred revenue, non-current
    
    
    (117
    )
    
    
    (120
    )Accrued pension costs and accrued postretirement benefits
    
    
    (3,489
    )
    
    
    (270
    )Net cash flows (used in) provided by operating activities
    
    
    (10,932
    )
    
    
    11,000Cash flows from investing activitiesRestricted cash deposits
    
    
    
    
    
    
    (3,622
    )Restricted cash withdrawals
    
    
    18
    
    
    
    Proceeds from sale of railcars available for lease
    
    
    73
    
    
    
    Purchase price adjustment for business acquired
    
    
    (166
    )
    
    
    Purchases of property, plant and equipment
    
    
    (185
    )
    
    
    (406
    )Net cash flows used in investing activities
    
    
    (260
    )
    
    
    (4,028
    )Cash flows from financing activitiesEmployee restricted stock settlement
    
    
    (21
    )
    
    
    (191
    )Cash dividends paid to stockholders
    
    
    
    
    
    
    (716
    )Net cash flows used in financing activities
    
    
    (21
    )
    
    
    (907
    )Net (decrease) increase in cash and cash equivalents
    
    
    (11,213
    )
    
    
    6,065Cash and cash equivalents at beginning of period
    
    
    61,780
    
    
    
    98,015Cash and cash equivalents at end of period
    
    $
    50,567
    
    
    $
    104,080Supplemental cash flow information:Interest paid
    
    $
    66
    
    
    $
    153Income taxes paid
    
    $
    
    
    
    $
    13Income tax refunds received
    
    $
    128
    
    
    $
    794
 See Notes to Condensed Consolidated Financial Statements.
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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
 Business Combinations
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##### Table of Contents



Note 4  Segment Information
    Three Months EndedMarch 31,2011
    
    
    2010(In thousands)Revenues:Manufacturing
    
    $
    63,173
    
    
    $
    15,322Services
    
    
    9,067
    
    
    
    4,208Consolidated Revenues
    
    $
    72,240
    
    
    $
    19,530Operating Income (Loss):Manufacturing
    
    $
    219
    
    
    $
    (2,691
    )Services
    
    
    1,092
    
    
    
    1,956Corporate
    
    
    (5,066
    )
    
    
    (5,099
    )Consolidated Operating Loss
    
    $
    (3,755
    )
    
    $
    (5,834
    )Depreciation and Amortization:Manufacturing
    
    $
    1,400
    
    
    $
    1,363Services
    
    
    465
    
    
    
    Corporate
    
    
    260
    
    
    
    261Consolidated Depreciation and Amortization
    
    $
    2,125
    
    
    $
    1,624Capital Expenditures:Manufacturing
    
    $
    
    
    
    $
    Services
    
    
    
    
    
    
    Corporate
    
    
    185
    
    
    
    406Consolidated Capital Expenditures
    
    $
    185
    
    
    $
    406
 8




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##### Table of Contents



March 31,
    
    
    December 31,2011
    
    
    2010(In thousands)Assets:Manufacturing
    
    $
    182,464
    
    
    $
    167,119Services
    
    
    26,220
    
    
    
    25,699Corporate
    
    
    69,089
    
    
    
    79,767Total Operating Assets
    
    
    277,773
    
    
    
    272,585Consolidated income taxes receivable
    
    
    924
    
    
    
    1,051Consolidated deferred income taxes, current
    
    
    10,804
    
    
    
    10,804Consolidated deferred income taxes, long-term
    
    
    28,724
    
    
    
    26,203Consolidated Assets
    
    $
    318,225
    
    
    $
    310,643
 Note 5 Fair Value Measurements
   Recurring Fair Value Measurements
    
    As of March 31, 2011Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalASSETS:Cash equivalents
    
    $
    37,908
    
    
    $
    
    
    
    $
    
    
    
    $
    37,908Restricted cash equivalents
    
    $
    1,194
    
    
    $
    
    
    
    $
    
    
    
    $
    1,194
 Recurring Fair Value Measurements
    
    As of December 31, 2010Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalASSETS:Cash equivalents
    
    $
    51,674
    
    
    $
    
    
    
    $
    
    
    
    $
    51,674Restricted cash equivalents
    
    $
    1,212
    
    
    $
    
    
    
    $
    
    
    
    $
    1,212
 Note 6  Inventories
  March 31,
    
    
    December 31,2011
    
    
    2010Work in progress
    
    $
    66,956
    
    
    $
    55,439Finished new railcars
    
    
    5,953
    
    
    
    Used railcars acquired upon trade-in
    
    
    2,274
    
    
    
    2,274Total inventories
    
    $
    75,183
    
    
    $
    57,713
  Note 7   Leased Railcars
  9




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##### Table of Contents



Nine months ending December 31, 2011
    
    $
    2,743Year ending December 31, 2012
    
    
    1,594Year ending December 31, 2013
    
    
    1,083Year ending December 31, 2014
    
    
    566Year ending December 31, 2015
    
    
    167Thereafter
    
    
    $
    6,153
 Note 8 Property, Plant and Equipment
  March 31,
    
    
    December 31,2011
    
    
    2010Buildings and improvements
    
    $
    28,315
    
    
    $
    26,986Machinery and equipment
    
    
    28,825
    
    
    
    30,188Software
    
    
    6,871
    
    
    
    6,837Cost of buildings, improvements, machinery, equipment and software
    
    
    64,011
    
    
    
    64,011Less: Accumulated depreciation and amortization
    
    
    (28,602
    )
    
    
    (27,097
    )Buildings, improvements, machinery, equipment and software, net
of accumulated depreciation and amortization
    
    
    35,409
    
    
    
    36,914Land
    
    
    2,203
    
    
    
    2,203Construction in process
    
    
    1,499
    
    
    
    1,386Total property, plant and equipment, net
    
    $
    39,111
    
    
    $
    40,503
  Note 9 Intangible Assets and Goodwill
  March 31,
    
    
    December 31,2011
    
    
    2010Patents
    
    $
    13,097
    
    
    $
    13,097Accumulated amortization
    
    
    (9,934
    )
    
    
    (9,786
    )Patents, net of accumulated amortization
    
    
    3,163
    
    
    
    3,311Customer-related intangibles
    
    
    1,300
    
    
    
    1,300Accumulated amortization
    
    
    (32
    )
    
    
    (22
    )Customer-related intangibles, net of accumulated amortization
    
    
    1,268
    
    
    
    1,278Total amortizing intangibles
    
    $
    4,431
    
    
    $
    4,589Manufacturing segment goodwill
    
    $
    21,521
    
    
    $
    21,521Services segment goodwill
    
    
    531
    
    
    
    531Total goodwill
    
    $
    22,052
    
    
    $
    22,052
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##### Table of Contents



Year ending December 31, 2011
    
    $
    628Year ending December 31, 2012
    
    
    734Year ending December 31, 2013
    
    
    730Year ending December 31, 2014
    
    
    735Year ending December 31, 2015
    
    
    710Thereafter
    
    
    1,052$
    4,589
  Intangibles  Goodwill and
Other
 Note 10  Product Warranties
  Three Months EndedMarch 31,2011
    
    
    2010Balance at the beginning of the period
    
    $
    7,932
    
    
    $
    9,146Provision for warranties issued during the period
    
    
    238
    
    
    
    53Reductions for payments, cost of repairs and other
    
    
    (1,085
    )
    
    
    (507
    )Balance at the end of the period
    
    $
    7,085
    
    
    $
    8,692
 Note 11  Revolving Credit Facility
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Note 12  Stock-Based Compensation
     Note 13  Comprehensive Income
   Three Months EndedMarch 31,2011
    
    
    2010Net loss
    
    $
    (1,272
    )
    
    $
    (3,301
    )Other comprehensive income:Amortization of prior
service costs and
actuarial losses, net
of tax
    
    
    140
    
    
    
    132Market value
adjustment for
securities available,
net of
reclassification
adjustment, net of tax
    
    
    
    
    
    
    (1
    )Total comprehensive loss
    
    $
    (1,132
    )
    
    $
    (3,170
    )
 Note 14  Employee Benefit Plans
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##### Table of Contents



Three Months EndedMarch 31,2011
    
    
    2010Pension BenefitsInterest cost
    
    $
    784
    
    
    $
    856Expected return on plan assets
    
    
    (949
    )
    
    
    (889
    )Amortization of unrecognized net loss
    
    
    91
    
    
    
    106$
    (74
    )
    
    $
    73
 Three Months EndedMarch 31,2011
    
    
    2010Postretirement Benefit PlanService cost
    
    $
    14
    
    
    $
    14Interest cost
    
    
    803
    
    
    
    870Amortization of prior service cost
    
    
    60
    
    
    
    60Amortization of unrecognized net loss
    
    
    72
    
    
    
    46$
    949
    
    
    $
    990
   Note 15  Contingencies
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Note 16  Earnings Per Share
  Three Months EndedMarch 31,2011
    
    
    2010Weighted average common shares outstanding
    
    
    11,908,017
    
    
    
    11,875,329Dilutive effect of employee stock options and
nonvested share awards
    
    
    
    
    
    
    Weighted average diluted common shares outstanding
    
    
    11,908,017
    
    
    
    11,875,329
  Note 17  Changes to Purchase Price Allocation for Business Acquisition
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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.
        RESULTS OF OPERATIONS
 Three Months Ended March 31, 2011 compared to Three Months Ended March 31, 2010
 Revenues
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Gross Profit (Loss)
  Selling, General and Administrative Expenses
  Operating Loss
  Interest Expense, Net
  Income Taxes
  Net Loss Attributable to FreightCar America
  LIQUIDITY AND CAPITAL RESOURCES
  16




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Contractual Obligations
  Payments Due by Period2-3
    
    
    4-5
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years(In thousands)Operating leases
    
    $
    10,602
    
    
    $
    2,672
    
    
    $
    5,169
    
    
    $
    2,524
    
    
    $
    237Material and component purchases
    
    
    89,614
    
    
    
    24,268
    
    
    
    51,311
    
    
    
    14,035
    
    
    
    Total
    
    $
    100,216
    
    
    $
    26,940
    
    
    $
    56,480
    
    
    $
    16,559
    
    
    $
    237
   Cash Flows
  Three Months EndedMarch 31,2011
    
    
    2010(In thousands)Net cash (used in) provided by:Operating activities
    
    $
    (10,932
    )
    
    $
    11,000Investing activities
    
    
    (260
    )
    
    
    (4,028
    )Financing activities
    
    
    (21
    )
    
    
    (907
    )Total
    
    $
    (11,213
    )
    
    $
    6,065
 Operating Activities.
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##### Table of Contents



Investing Activities.
 Financing Activities.
 Capital Expenditures
  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
   
    
    the cyclical nature of our business;
    
    the highly competitive nature of our industry;
    
    adverse economic and market conditions;
    
    our reliance upon a small number of customers that represent a large percentage of our
sales;
    
    the variable purchase patterns of our customers and the timing of completion, delivery and
customer acceptance of orders;
    
    potential significant warranty claims (customer-related);
    
    our reliance on the sales of our aluminum-bodied coal-carrying railcars;
    
    the risk of lack of acceptance of our new railcar offerings by our customers;
    
    availability and fluctuating cost 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;
    
    risks relating to our relationship with our unionized employees and their unions;
    
    our ability to manage our health care and pension costs;
    
    shortages of skilled labor;
    
    the cost of complying with environmental laws and regulations;
    
    the costs associated with being a public company; and
    
    various covenants in the agreement 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 Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  21




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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 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: May 10, 2011
    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 23




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 24