##### 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, 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




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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, 2010 and
December 31, 2009
    
    
    3Condensed Consolidated Statements of Operations (Unaudited) for the Three Months
Ended March 31, 2010 and 2009
    
    
    4Condensed Consolidated Statements of Stockholders Equity (Unaudited) for the Three
Months Ended March 31, 2010 and 2009
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months
Ended March 31, 2010 and 2009
    
    
    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 31,2010
    
    
    2009(In thousands)AssetsCurrent assetsCash and cash equivalents
    
    $
    104,080
    
    
    $
    98,015Restricted cash
    
    
    5,042
    
    
    
    1,420Securities available for sale, at fair value
    
    
    29,990
    
    
    
    29,976Accounts receivable, net of allowance for doubtful accounts of $250 and $240, respectively
    
    
    4,805
    
    
    
    3,728Inventories
    
    
    37,343
    
    
    
    40,800Leased railcars held for sale
    
    
    5,647
    
    
    
    2,200Assets held for sale
    
    
    2,478
    
    
    
    2,478Other current assets
    
    
    12,933
    
    
    
    9,467Deferred income taxes, net
    
    
    15,315
    
    
    
    15,315Total current assets
    
    
    217,633
    
    
    
    203,399Long-term inventory
    
    
    3,770
    
    
    
    5,611Property, plant and equipment, net
    
    
    27,524
    
    
    
    28,170Railcars on operating leases
    
    
    60,268
    
    
    
    58,771Goodwill
    
    
    21,521
    
    
    
    21,521Deferred income taxes
    
    
    16,051
    
    
    
    13,404Other long-term assets
    
    
    4,475
    
    
    
    4,690Total assets
    
    $
    351,242
    
    
    $
    335,566Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    13,311
    
    
    $
    16,948Accrued payroll and employee benefits
    
    
    3,638
    
    
    
    7,958Accrued postretirement benefits
    
    
    5,329
    
    
    
    5,329Accrued warranty
    
    
    8,692
    
    
    
    9,146Customer deposits
    
    
    33,451
    
    
    
    4,631Other current liabilities
    
    
    4,742
    
    
    
    5,332Total current liabilities
    
    
    69,163
    
    
    
    49,344Accrued pension costs
    
    
    15,641
    
    
    
    15,675Accrued postretirement benefits, less current portion
    
    
    57,594
    
    
    
    57,962Other long-term liabilities
    
    
    6,291
    
    
    
    6,332Total liabilities
    
    
    148,689
    
    
    
    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 March 31, 2010 and December 31, 2009
    
    
    
    
    
    
    Common stock, $0.01 par value; 50,000,000 shares authorized, 12,731,678 shares issued at
March 31, 2010 and December 31, 2009
    
    
    127
    
    
    
    127Additional paid in capital
    
    
    98,357
    
    
    
    97,979Treasury stock, at cost; 798,998 and 790,865 shares at March 31, 2010 and December 31,
2009, respectively
    
    
    (37,315
    )
    
    
    (37,123
    )Accumulated other comprehensive loss
    
    
    (18,447
    )
    
    
    (18,578
    )Retained earnings
    
    
    159,751
    
    
    
    163,761Total FreightCar America stockholders equity
    
    
    202,473
    
    
    
    206,166Noncontrolling interest in India JV
    
    
    80
    
    
    
    87Total stockholders equity
    
    
    202,553
    
    
    
    206,253Total liabilities and stockholders equity
    
    $
    351,242
    
    
    $
    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 EndedMarch 31,2010
    
    
    2009(In thousands, except share and per share data)Revenues
    
    $
    19,530
    
    
    $
    39,563Cost of sales
    
    
    19,622
    
    
    
    29,268Gross profit
    
    
    (92
    )
    
    
    10,295Selling, general and administrative expense
    
    
    5,742
    
    
    
    7,322Plant closure income
    
    
    
    
    
    
    (379
    )Operating (loss) income
    
    
    (5,834
    )
    
    
    3,352Interest (expense) income, net
    
    
    (136
    )
    
    
    (162
    )Operating (loss) income before income taxes
    
    
    (5,970
    )
    
    
    3,190Income tax (benefit) provision
    
    
    (2,669
    )
    
    
    804Net (loss) income
    
    
    (3,301
    )
    
    
    2,386Less: Net loss attributable to noncontrolling interest in India JV
    
    
    (7
    )
    
    
    (11
    )Net (loss) income attributable to FreightCar America
    
    $
    (3,294
    )
    
    $
    2,397Net (loss) income per common share attributable to FreightCar America  basic
    
    $
    (0.28
    )
    
    $
    0.20Net (loss) income per common share attributable to FreightCar America diluted
    
    $
    (0.28
    )
    
    $
    0.20Weighted average common shares outstanding  basic
    
    
    11,875,329
    
    
    
    11,849,768Weighted average common shares outstanding  diluted
    
    
    11,875,329
    
    
    
    11,852,480Dividends declared per common share
    
    $
    0.06
    
    
    $
    0.06
 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 ShareholdersAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid In
    
    
    Treasury Stock
    
    
    Comprehensive
    
    
    Retained
    
    
    Noncontrolling
    
    
    Stockholders'Shares
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Amount
    
    
    Loss
    
    
    Earnins
    
    
    Interest
    
    
    EquityBalance, December 31, 2008
        
        
    12,731,678
    
    
    $
    127
    
    
    $
    98,253
    
    
    
    (821,182
    )
    
    $
    (38,871
    )
    
    $
    (16,471
    )
    
    $
    161,687
    
    
    $
    101
    
    
    $
    204,826Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,397
    
    
    
    (11
    )
    
    
    2,386Pension liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    134
    
    
    
    
    
    
    
    
    
    
    
    134Postretirement liability activity, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    35Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,553Restricted stock awards
    
    
    
    
    
    
    
    
    
    
    (474
    )
    
    
    10,000
    
    
    
    474
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation recognized
    
    
    
    
    
    
    
    
    
    
    539
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    539Deficiency of tax benefit from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    (240
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (240
    )Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (715
    )
    
    
    
    
    
    
    (715
    )Balance, March 31, 2009
    
    
    12,731,678
    
    
    $
    127
    
    
    $
    98,078
    
    
    
    (811,182
    )
    
    $
    (38,397
    )
    
    $
    (16,302
    )
    
    $
    163,367
    
    
    $
    90
    
    
    $
    206,963Balance, 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
    
    
    $
    202,553
 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 31,2010
    
    
    2009(In thousands)Cash flows from operating activitiesNet (loss) income
    
    $
    (3,301
    )
    
    $
    2,386Adjustments to reconcile net (loss) income to net cash flows used in operating activitiesPlant closure income
    
    
    
    
    
    
    (379
    )Depreciation and amortization
    
    
    1,624
    
    
    
    1,186Other non-cash items
    
    
    (1,366
    )
    
    
    130Deferred income taxes
    
    
    (2,727
    )
    
    
    7,445Compensation expense under stock option and restricted share award agreements
    
    
    377
    
    
    
    538Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,077
    )
    
    
    54,737Inventories
    
    
    7,011
    
    
    
    (12,201
    )Leased railcars held for sale
    
    
    (5,647
    )
    
    
    (36,573
    )Other current assets
    
    
    (4,228
    )
    
    
    (327
    )Accounts payable
    
    
    (3,652
    )
    
    
    (17,702
    )Accrued payroll and employee benefits
    
    
    (4,320
    )
    
    
    (5,558
    )Income taxes receivable/payable
    
    
    920
    
    
    
    (6,539
    )Accrued warranty
    
    
    (454
    )
    
    
    (606
    )Customer deposits and other current liabilities
    
    
    28,230
    
    
    
    (7,333
    )Deferred revenue, non-current
    
    
    (120
    )
    
    
    (270
    )Accrued pension costs and accrued postretirement benefits
    
    
    (270
    )
    
    
    329Net cash flows provided by (used in) operating activities
    
    
    11,000
    
    
    
    (20,737
    )Cash flows from investing activitiesRestricted cash deposits
    
    
    (3,622
    )
    
    
    (4,238
    )Cost of railcars on operating leases produced or acquired
    
    
    
    
    
    
    (11,000
    )Purchases of property, plant and equipment
    
    
    (406
    )
    
    
    (1,220
    )Net cash flows used in investing activities
    
    
    (4,028
    )
    
    
    (16,458
    )Cash flows from financing activitiesPayments on long-term debt
    
    
    
    
    
    
    (17
    )Employee restricted stock settlement
    
    
    (191
    )
    
    
    Cash dividends paid to stockholders
    
    
    (716
    )
    
    
    (715
    )Net cash flows used in financing activities
    
    
    (907
    )
    
    
    (732
    )Net increase (decrease) in cash and cash equivalents
    
    
    6,065
    
    
    
    (37,927
    )Cash and cash equivalents at beginning of period
    
    
    98,015
    
    
    
    129,192Cash and cash equivalents at end of period
    
    $
    104,080
    
    
    $
    91,265Supplemental cash flow information:Income taxes paid
    
    $
    13
    
    
    $
    Income tax refunds received
    
    $
    794
    
    
    $
    
 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 March 31, 2010Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalASSETS:Cash equivalents
    
    $
    82,010
    
    
    $
    
    
    
    $
    
    
    
    $
    82,010Securities available for sale 
fixed income government
obligations
    
    $
    29,990
    
    
    $
    
    
    
    $
    
    
    
    $
    29,990
  8




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##### Table of Contents



Note 6  Inventories
  March 31,
    
    
    December 31,2010
    
    
    2009Work in progress
    
    $
    28,781
    
    
    $
    30,803Finished new railcars
    
    
    
    
    
    
    Used railcars acquired upon trade-in
    
    
    8,562
    
    
    
    9,997Total inventories
    
    $
    37,343
    
    
    $
    40,800
  Note 7  Leased Railcars
        Nine months ending December 31, 2010
    
    $
    3,420Year ending December 31, 2011
    
    
    3,321Year ending December 31, 2012
    
    
    1,062Year ending December 31, 2013
    
    
    606Year ending December 31, 2014
    
    
    502Thereafter
    
    
    167$
    9,078
 9




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##### Table of Contents



Note 8 Property, Plant and Equipment
  March 31,
    
    
    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
    
    
    (23,655
    )
    
    
    (22,599
    )Buildings, improvements, machinery and equipment, net
of accumulated depreciation and amortization
    
    
    26,683
    
    
    
    27,632Land
    
    
    151
    
    
    
    151Construction in process
    
    
    690
    
    
    
    387Total property, plant and equipment, net
    
    $
    27,524
    
    
    $
    28,170
  Note 9  Goodwill and Intangible Assets
 Intangibles  Goodwill and
Other Goodwill and Other Intangible Assets)
  March 31,
    
    
    December 31,2010
    
    
    2009Patents
    
    $
    13,097
    
    
    $
    13,097Accumulated amortization
    
    
    (9,343
    )
    
    
    (9,195
    )Patents, net of accumulated amortization
    
    
    3,754
    
    
    
    3,902Goodwill
    
    
    21,521
    
    
    
    21,521Total goodwill and intangible assets
    
    $
    25,275
    
    
    $
    25,423
  10




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##### Table of Contents



Note 10  Product Warranties
  Three Months EndedMarch 31,2010
    
    
    2009Balance at the beginning of the period
    
    $
    9,146
    
    
    $
    11,476Provision for warranties issued during the period.
    
    
    53
    
    
    
    110Reductions for payments, cost of repairs and other
    
    
    (507
    )
    
    
    (716
    )Balance at the end of the period
    
    $
    8,692
    
    
    $
    10,870
 Note 11  Revolving Credit Facilities
    JAIX Revolving Credit Facility
  11




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##### Table of Contents



Note 12  Stock-Based Compensation
     Note 13  Comprehensive Income
   12




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##### Table of Contents



Three Months EndedMarch 31,2010
    
    
    2009Net (loss) income
    
    $
    (3,301
    )
    
    $
    2,397Other comprehensive income:Amortization of prior service
costs and actuarial losses, net
of tax
    
    
    132
    
    
    
    169Market value adjustment for
securities available, net of
reclassification adjustment,
net of tax
    
    
    (1
    )
    
    
    Total comprehensive (loss) income
    
    $
    (3,170
    )
    
    $
    2,566
 Note 14  Employee Benefit Plans
     Three Months EndedMarch 31,2010
    
    
    2009Pension BenefitsService cost
    
    $
    
    
    
    $
    150Interest cost
    
    
    856
    
    
    
    976Expected return on plan assets
    
    
    (889
    )
    
    
    (737
    )Amortization of prior service cost
    
    
    
    
    
    
    26Amortization of unrecognized net loss
    
    
    106
    
    
    
    188$
    73
    
    
    $
    603
 Three Months EndedMarch 31,2010
    
    
    2009Postretirement Benefit PlanService cost
    
    $
    14
    
    
    $
    12Interest cost
    
    
    870
    
    
    
    993Plant closure cost
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    60
    
    
    
    56Amortization of unrecognized net loss
    
    
    46
    
    
    
    $
    990
    
    
    $
    1,061
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Note 15  Contingencies
    Note 16  Earnings Per Share
  Three Months EndedMarch 31,2010
    
    
    2009Weighted average common shares outstanding
    
    
    11,875,329
    
    
    
    11,849,768Dilutive effect of employee stock options and
nonvested share awards
    
    
    
    
    
    
    2,712Weighted average diluted common shares outstanding
    
    
    11,875,329
    
    
    
    11,852,480
  Note 17  Sales Contract Termination Revenue
  14




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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 March 31, 2010 compared to Three Months Ended March 31, 2009
 Revenues
  Gross Profit
  15




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Selling, General and Administrative Expense
  Plant Closure Income
  Interest Income
  Income Taxes
  Net (Loss) Income
  LIQUIDITY AND CAPITAL RESOURCES
   16




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JAIX Revolving Credit Facility
       17




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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
    
    $
    13,120
    
    
    $
    2,593
    
    
    $
    5,292
    
    
    $
    4,346
    
    
    $
    889Material and component purchases
    
    
    120,136
    
    
    
    25,336
    
    
    
    55,417
    
    
    
    39,383
    
    
    
    Total
    
    $
    133,256
    
    
    $
    27,929
    
    
    $
    60,709
    
    
    $
    43,729
    
    
    $
    889
   Cash Flows
  18




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Three Months EndedMarch 31,2010
    
    
    2009(In thousands)Net cash provided by (used in):Operating activities
    
    $
    11,000
    
    
    $
    (20,737
    )Investing activities
    
    
    (4,028
    )
    
    
    (16,458
    )Financing activities
    
    
    (907
    )
    
    
    (732
    )Total
    
    $
    6,065
    
    
    $
    (37,927
    )
 Operating Activities.
  Investing Activities.
 Financing Activities.
 Capital Expenditures
  19




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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.
  20




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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.
 22




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SIGNATURES
  FREIGHTCAR AMERICA, INC.Date: May 10, 2010
    By:
    /s/    EDWARD J. WHALENEdward J. Whalen,President and Chief Executive OfficerBy:
    /s/    CHRISTOPHER L. NAGELChristopher L. Nagel,Vice President, Finance and 
Chief Financial Officer 23




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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.
 24