Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Transition Report | false | |
Entity File Number | 000-51237 | |
Entity Registrant Name | FREIGHTCAR AMERICA, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 25-1837219 | |
Entity Address, Address Line One | 125 South Wacker Drive | |
Entity Address, Address Line Two | Suite 1500 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 800 | |
Local Phone Number | 458-2235 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | RAIL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,700,850 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001320854 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash, cash equivalents and restricted cash equivalents | $ 21,531 | $ 26,240 |
Accounts receivable, net of allowance for doubtful accounts of $475 and $323 respectively | 23,488 | 9,571 |
VAT receivable | 13,307 | 31,136 |
Inventories, net | 75,845 | 56,012 |
Related party asset | 5,121 | 8,680 |
Prepaid expenses | 11,188 | 5,087 |
Total current assets | 150,480 | 136,726 |
Property, plant and equipment, net | 19,284 | 18,236 |
Railcars available for lease, net | 19,852 | 20,160 |
Right of use asset | 16,033 | 16,669 |
Other long-term assets | 6,705 | 8,873 |
Total assets | 212,354 | 200,664 |
Current liabilities | ||
Accounts and contractual payables | 46,767 | 41,185 |
Related party accounts payable | 5,454 | 8,870 |
Accrued payroll and other employee costs | 1,883 | 2,912 |
Reserve for workers’ compensation | 1,271 | 1,563 |
Accrued warranty | 4,788 | 2,533 |
Customer deposits | 18,706 | 3,300 |
Deferred income state and local incentives, current | 1,291 | |
Lease liability, current | 1,623 | 1,955 |
Other current liabilities | 5,626 | 5,711 |
Total current liabilities | 86,118 | 69,320 |
Long-term debt, net of current portion | 81,960 | 79,484 |
Warrant liability | 34,498 | 32,514 |
Accrued pension costs | 35 | |
Deferred income state and local incentives, long-term | 1,216 | |
Lease liability, long-term | 15,995 | 16,617 |
Other long-term liabilities | 3,934 | 3,134 |
Total liabilities | 222,505 | 202,320 |
Stockholders (deficit) equity | ||
Preferred stock, $0.01 par value, 2,500,000 shares authorized (100,000 shares each designated as Series A voting and Series B non-voting, 0 shares issued and outstanding at June 30, 2022 and December 31, 2021) | ||
Common stock, $0.01 par value, 50,000,000 shares authorized, 16,525,266 and 15,947,228 shares issued at June 30, 2022 and December 31, 2021, respectively | 198 | 190 |
Additional paid in capital | 86,380 | 83,742 |
Accumulated other comprehensive loss | (5,355) | (5,522) |
Accumulated deficit | (91,374) | (80,066) |
Total stockholders' (deficit) equity | (10,151) | (1,656) |
Total liabilities and stockholders (deficit) equity | $ 212,354 | $ 200,664 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, net of allowance for doubtful accounts of $180 and $323 respectively | $ 180 | $ 323 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 16,700,850 | 15,947,228 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 56,786 | $ 37,354 | $ 150,022 | $ 69,724 |
Cost of sales | 50,197 | 35,357 | 133,375 | 66,411 |
Gross profit | 6,589 | 1,997 | 16,647 | 3,313 |
Selling, general and administrative expenses | 4,053 | 6,294 | 14,766 | 15,445 |
Restructuring and impairment charges | 0 | (120) | 0 | 6,530 |
Operating loss | 2,536 | (4,177) | 1,881 | (18,662) |
Interest expense | (5,757) | (3,212) | (11,462) | (5,714) |
Loss on change in fair market value for warrant liability | 18,746 | 3,452 | (1,984) | (18,676) |
Other income | 661 | 230 | 2,157 | 345 |
Loss before income taxes | 16,186 | (3,707) | (9,408) | (42,707) |
Income tax provision | 1,647 | 504 | 1,900 | 636 |
Net loss | $ 14,539 | $ (4,211) | $ (11,308) | $ (43,343) |
Net loss per common share- basic | $ 0.58 | $ (0.24) | $ (0.47) | $ (2.19) |
Net loss per common share- diluted | $ 0.58 | $ (0.24) | $ (0.47) | $ (2.19) |
Weighted Average Number of Shares Outstanding, Basic | 24,499,784 | 20,160,410 | 23,994,327 | 20,084,199 |
Weighted Average Number of Shares Outstanding, Diluted | 24,499,784 | 20,160,410 | 23,994,327 | 20,084,199 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ 14,539 | $ (4,211) | $ (11,308) | $ (43,343) |
Other comprehensive income net of tax: | ||||
Pension and postretirement liability adjustments, net of tax | 83 | 156 | 167 | 312 |
Comprehensive income (loss) | $ 14,622 | $ (4,055) | $ (11,141) | $ (43,031) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Retained (Deficit) [Member] |
Balance at Dec. 31, 2020 | $ 30,497 | $ 159 | $ 82,064 | $ (1,344) | $ (11,763) | $ (38,619) |
Balance (Shares) at Dec. 31, 2020 | 15,861,406 | (327,577) | ||||
Net loss | (43,343) | (43,343) | ||||
Other comprehensive income | 312 | 312 | ||||
Restricted stock awards | $ 2 | (2) | ||||
Restricted stock awards, shares | 213,465 | |||||
Employee stock settlement | (12) | 5 | $ 7 | |||
Employee stock settlement, shares | 1,638 | 2,215 | ||||
Forfeiture of restricted stock awards | (1) | $ (1) | 431 | $ (431) | ||
Forfeiture of restricted stock awards, shares | (92,491) | (116,795) | ||||
Stock-based compensation recognized | 194 | 194 | ||||
Balance at Jun. 30, 2021 | (12,353) | $ 160 | 82,682 | $ (1,782) | (11,451) | (81,962) |
Balance (Shares) at Jun. 30, 2021 | 15,980,742 | (446,587) | ||||
Balance at Mar. 31, 2021 | (8,460) | $ 161 | 82,519 | $ (1,782) | (11,607) | (77,751) |
Balance (Shares) at Mar. 31, 2021 | 16,033,481 | (446,587) | ||||
Net loss | (4,211) | (4,211) | ||||
Other comprehensive income | 156 | 156 | ||||
Restricted stock awards, shares | 35,512 | |||||
Employee stock settlement, shares | 260 | |||||
Forfeiture of restricted stock awards | (1) | $ (1) | ||||
Forfeiture of restricted stock awards, shares | (87,991) | |||||
Stock-based compensation recognized | 163 | 163 | ||||
Balance at Jun. 30, 2021 | (12,353) | $ 160 | 82,682 | $ (1,782) | (11,451) | (81,962) |
Balance (Shares) at Jun. 30, 2021 | 15,980,742 | (446,587) | ||||
Balance at Dec. 31, 2021 | (1,656) | $ 190 | 83,742 | (5,522) | (80,066) | |
Balance (Shares) at Dec. 31, 2021 | 15,947,228 | |||||
Net loss | (11,308) | (11,308) | ||||
Other comprehensive income | 167 | 167 | ||||
Restricted stock awards | $ 4 | (4) | ||||
Restricted stock awards, shares | 357,400 | |||||
Employee stock settlement | (13) | 13 | ||||
Employee stock settlement, shares | 3,438 | |||||
Forfeiture of restricted stock awards | (7) | $ (1) | (6) | |||
Forfeiture of restricted stock awards, shares | (71,394) | |||||
Stock-based compensation recognized | 666 | 666 | ||||
Equity fees | 2,000 | $ 5 | 1,995 | |||
Equity fees, Shares | 471,054 | |||||
Balance at Jun. 30, 2022 | (10,151) | $ 198 | 86,380 | $ 0 | (5,355) | (91,374) |
Balance (Shares) at Jun. 30, 2022 | 16,700,850 | 0 | ||||
Balance at Mar. 31, 2022 | (26,028) | $ 196 | 85,127 | (5,438) | (105,913) | |
Balance (Shares) at Mar. 31, 2022 | 16,525,266 | |||||
Net loss | 14,539 | 14,539 | ||||
Other comprehensive income | 83 | 83 | ||||
Restricted stock awards | $ 1 | (1) | ||||
Restricted stock awards, shares | 60,543 | |||||
Forfeiture of restricted stock awards | (7) | $ (1) | (6) | |||
Forfeiture of restricted stock awards, shares | (70,894) | |||||
Stock-based compensation recognized | 262 | 262 | ||||
Equity fees | 1,000 | $ 2 | 998 | |||
Equity fees, Shares | 185,935 | |||||
Balance at Jun. 30, 2022 | $ (10,151) | $ 198 | $ 86,380 | $ 0 | $ (5,355) | $ (91,374) |
Balance (Shares) at Jun. 30, 2022 | 16,700,850 | 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (11,308) | $ (43,343) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Restructuring and impairment charges | 0 | 6,530 |
Depreciation and amortization | 2,060 | 2,196 |
Non cash lease expense on right of use of Asset | 636 | 887 |
Recognition of deferred income from state and local incentives | (2,507) | (1,110) |
Loss on change in fair market value for warrant liability | 1,984 | 18,676 |
Stock-based compensation recognized | 1,490 | 2,961 |
Non-cash interest expense | 7,472 | 1,981 |
Other non-cash items, net | (96) | |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (13,917) | 916 |
VAT receivable | 16,940 | (16,814) |
Inventories | (16,926) | (6,814) |
Other assets | (7,281) | (6,263) |
Related party asset, net | 143 | 2,769 |
Accounts and contractual payables | 3,525 | 10,633 |
Accrued payroll and employee benefits | (1,028) | (802) |
Income taxes payable | 1,036 | (360) |
Accrued warranty | 2,255 | (2,366) |
Lease liability | (954) | (1,180) |
Customer deposits | 15,406 | |
Other liabilities | (1,527) | (6,749) |
Accrued pension costs and accrued postretirement benefits | 105 | (415) |
Net cash flows used in operating activities | (2,396) | (44,109) |
Cash flows from investing activities | ||
Maturity of restricted certificates of deposit | 182 | |
Purchase of property, plant and equipment | (2,808) | (1,433) |
Proceeds from sale of property, plant and equipment and railcars available for lease | 433 | |
Net cash flows used in investing activities | (2,808) | (818) |
Cash flows from financing activities | ||
Proceeds from issuance of long-term debt | 16,000 | |
Deferred financing cost | (480) | |
Borrowings on revolving line of credit | 49,282 | 7,220 |
Repayments on revolving line of credit | (48,770) | (11,068) |
Employee stock settlement | (13) | (7) |
Payment for stock appreciation rights exercised | (4) | (55) |
Net cash flows provided by financing activities | 495 | 11,610 |
Net increase (decrease) in cash and cash equivalents | (4,709) | (33,317) |
Cash, cash equivalents and restricted cash equivalents at beginning of period | 26,240 | 54,047 |
Cash, cash equivalents and restricted cash equivalents at end of period | 21,531 | 20,730 |
Supplemental cash flow information | ||
Interest paid | 3,990 | 2,813 |
Income tax refunds received, net of payments | 5 | |
Non-cash transactions | ||
Change in unpaid construction in process | (8) | 530 |
Accrued PIK interest paid through issuance of PIK Note | 722 | 553 |
Issuance of Warrants | 8,560 | |
Issuance Of Equity Fee | $ 2,000 |
Description of the Business
Description of the Business | 6 Months Ended |
Jun. 30, 2022 | |
Description of the Business [Abstract] | |
Description of the Business | Note 1 – Description of the Business FreightCar America, Inc. (“FreightCar” or the "Company") operates primarily in North America through its direct and indirect subsidiaries, and manufactures a wide range of railroad freight cars, supplies railcar parts and leases freight cars. The Company designs and builds high-quality railcars, including coal cars, bulk commodity cars, covered hopper cars, intermodal and non-intermodal flat cars, mill gondola cars, coil steel cars and boxcars, and also specializes in the conversion of railcars for re-purposed use. The Company is headquartered in Chicago, Illinois and has facilities in the following locations: Johnstown, Pennsylvania; Shanghai, People’s Republic of China, and Castaños, Coahuila, Mexico (“Castaños”). On September 10, 2020, the Company announced its plan to permanently close its manufacturing facility in Cherokee, Alabama (the “Shoals Facility”). The closure reduced costs and aligned the Company’s manufacturing capacity with the current railcar market. The Company ceased production at the Shoals Facility in February 2021 (See Note 14 – Restructuring and Impairment Charges). |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 2 – Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of FreightCar America, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The foregoing financial information has been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year. The accompanying interim financial information is unaudited; however, the Company believes the financial information reflects all adjustments (consisting of items of a normal recurring nature) necessary for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP. The 2021 year-end balance sheet data was derived from the audited financial statements as of December 31, 2021. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation. These interim financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 . |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 3 – Revenue Recognition The following table disaggregates the Company’s revenues by major source: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Railcar sales $ 52,764 $ 34,371 $ 142,072 $ 63,300 Parts sales 3,193 2,168 6,304 4,534 Revenues from contracts with customers 55,957 36,539 148,376 67,834 Leasing revenues 829 815 1,646 1,890 Total revenues $ 56,786 $ 37,354 $ 150,022 $ 69,724 Contract Balances and Accounts Receivable Accounts receivable payments for railcar sales are typically due within 5 to 10 business days of invoicing, while payments from parts sales are typically due within 30 to 45 business days of invoicing. The Company has not experienced significant historical credit losses. Contract assets represent the Company’s rights to consideration for performance obligations that have been satisfied but for which the terms of the contract do not permit billing at the reporting date. The Company had no contract assets as of each of June 30, 2022 and December 31, 2021. The Company may receive cash payments from customers in advance of the Company satisfying performance obligations under its sales contracts resulting in deferred revenue or customer deposits, which are considered contract liabilities. Deferred revenue and customer deposits are classified as either current or long-term in the Consolidated Balance Sheet based on the timing of when the Company expects to recognize the related revenue. Deferred revenue and customer deposits are included in customer deposits, other current liabilities and other long-term liabilities in the Company’s Condensed Consolidated Balance Sheet and were $ 19,597 and $ 4,807 as of June 30, 2022 and December 31, 2021, respectively. Performance Obligations The Company is electing not to disclose the value of the remaining unsatisfied performance obligation with a duration of one year or less as permitted by ASU 2014-09, Revenue from Contracts with Customers. The Company had remaining unsatisfied performance obligations as of June 30, 2022 with expected duration of greater than one year of $ 40,635 . |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 4 – Segment Information The Company’s operations comprise two operating segments, Manufacturing and Parts, and one reportable segment, Manufacturing. The Company’s Manufacturing segment includes new railcar manufacturing, used railcar sales, railcar leasing and major railcar conversions and rebuilds. The Company’s Parts operating segment is not significant for reporting purposes and has been combined with corporate and other non-operating activities as Corporate and Other. Segment operating income is an internal performance measure used by the Company’s Chief Operating Decision Maker to assess the performance of each segment in a given period. Segment operating income includes all external revenues attributable to the segments as well as operating costs and income that management believes are directly attributable to the current production of goods and services. The Company’s internal management reporting package does not include interest revenue, interest expense or income taxes allocated to individual segments and these items are not considered as a component of segment operating income. Segment assets represent operating assets and exclude intersegment accounts, deferred tax assets and income tax receivables. The Company does not allocate cash and cash equivalents and restricted cash and restricted cash equivalents to its operating segments as the Company’s treasury function is managed at the corporate level. Intersegment revenues were not material in any period presented. Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Revenues: Manufacturing $ 53,606 $ 35,158 $ 143,731 $ 65,177 Corporate and Other 3,180 2,196 6,291 4,547 Consolidated revenues $ 56,786 $ 37,354 $ 150,022 $ 69,724 Operating income (loss): Manufacturing (1) $ 4,900 $ 237 $ 13,416 $ ( 5,781 ) Corporate and Other ( 2,364 ) ( 4,414 ) ( 11,535 ) ( 12,881 ) Consolidated operating income (loss) 2,536 ( 4,177 ) 1,881 ( 18,662 ) Consolidated interest expense ( 5,757 ) ( 3,212 ) ( 11,462 ) ( 5,714 ) Gain (loss) on change in fair market value of warrant liability 18,746 3,452 ( 1,984 ) ( 18,676 ) Consolidated other income 661 230 2,157 345 Consolidated income (loss) before income taxes $ 16,186 $ ( 3,707 ) $ ( 9,408 ) $ ( 42,707 ) Depreciation and amortization: Manufacturing $ 869 $ 854 $ 1,736 $ 1,921 Corporate and Other 167 145 324 275 Consolidated depreciation and amortization $ 1,036 $ 999 $ 2,060 $ 2,196 Capital expenditures: Manufacturing $ 1,482 $ 697 $ 2,442 $ 1,042 Corporate and Other 366 194 366 391 Consolidated capital expenditures $ 1,848 $ 891 $ 2,808 $ 1,433 (1) There were no restructuring and impairment charges for the three and six months ended June 30, 2022 . Results for the three and six months ended June 30, 2021 include restructuring and impairment charges (benefits) of ($ 120 ) and $ 6,530 , respectively. June 30, December 31, 2022 2021 Assets: Manufacturing $ 179,525 $ 154,068 Corporate and Other 32,746 46,417 Total operating assets 212,271 200,485 Consolidated income taxes receivable 83 179 Consolidated assets $ 212,354 $ 200,664 Geographic Information Revenues Long Lived Assets(a) Three Months Ended Six Months Ended June 30, June 30, June 30, December 31, 2022 2021 2022 2021 2022 2021 United States $ 56,772 $ 37,354 $ 150,008 $ 69,724 $ 24,243 $ 24,967 Mexico 14 - 14 - 30,926 30,098 Total $ 56,786 $ 37,354 $ 150,022 $ 69,724 $ 55,169 $ 55,065 (a) Long lived assets include property plant and equipment, net, railcars available for lease, and ROU assets. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 – Fair Value Measurements The following table sets forth by level within the fair value hierarchy the Company’s financial assets that were recorded at fair value on a recurring basis and the Company’s non-financial assets that were recorded at fair value on a non-recurring basis. Recurring Fair Value Measurements As of June 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ 34,498 $ - $ 34,498 Recurring Fair Value Measurements As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ 32,514 $ - $ 32,514 Non-recurring Fair Value Measurements During the Year Ended December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Railcars available for lease, net $ - $ - $ 6,638 $ 6,638 The fair value of the Company’s warrant liability recorded in the Company’s financial statements, determined using the quoted price of the Company’s common stock, par value $ 0.01 per share (the "Common Stock") in an active market, exercise price ($ 0.01 /share) and number of shares exercisable at June 30, 2022 and December 31, 2021 , is a Level 2 measurement. |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2022 | |
Restricted Cash [Abstract] | |
Restricted Cash | Note 6 – Restricted Cash The Company establishes restricted cash balances when required by customer contracts and to collateralize standby letters of credit. The carrying value of restricted cash approximates fair value. The Company’s restricted cash balances are as follows: June 30, December 31, 2022 2021 Restricted cash from customer deposit $ 282 $ 282 Restricted cash to collateralize standby letters of credit 103 1,133 Restricted cash equivalents to collateralize standby letters of credit 3,542 3,542 Total restricted cash and restricted cash equivalents $ 3,927 $ 4,957 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 7 – Inventories Inventories, net of reserve for excess and obsolete items, consist of the following: June 30, December 31, 2022 2021 Raw materials 57,609 34,885 Work in process 13,728 11,306 Finished railcars - 4,696 Parts inventory 4,508 5,125 Total inventories, net $ 75,845 $ 56,012 Inventory on the Company’s Condensed Consolidated Balance Sheets includes reserves of $ 1,669 and $ 1,621 relating to excess or slow-moving inventory for parts and work in process at June 30, 2022 and December 31, 2021 , respectively. |
Debt Financing and Revolving Cr
Debt Financing and Revolving Credit Facilities | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt Financing and Revolving Credit Facilities | Note 8 – Debt Financing and Revolving Credit Facilities Term Loan Credit Agreement On October 13, 2020, the Company entered into a Credit Agreement (as amended from time to time, the “Term Loan Credit Agreement”) by and among the Company, as guarantor, FreightCar North America, LLC (“Borrower” and together with the Company and certain other subsidiary guarantors, collectively, the “Loan Parties”), CO Finance LVS VI LLC, as lender (the “Lender”), and U.S. Bank National Association, as disbursing agent and collateral agent (“Agent”). Pursuant to the Term Loan Credit Agreement, the Lender committed to the extension of a term loan credit facility in the principal amount of $ 40,000 , consisting of a single term loan to be funded upon the satisfaction of certain conditions precedent set forth in the Term Loan Credit Agreement, including stockholder approval of the issuance of the Common Stock underlying the Warrant (as defined below) (the funding date of such term loan, the “Closing Date”). FreightCar America, Inc. stockholders approved the issuance of the Common Stock underlying the Warrant at a special stockholders’ meeting on November 24, 2020. The $ 40,000 term loan closed and was funded on November 24, 2020. The Company incurred $ 2,872 in deferred financing costs related to the Term Loan Credit Agreement. The deferred financing costs are presented as a reduction of the long-term debt balance and amortized to interest expense over the term of the Term Loan Credit Agreement. The Term Loan Credit Agreement has a term ending five years following the Closing Date. The term loan outstanding under the Term Loan Credit Agreement bears interest, at Borrower’s option and subject to the provisions of the Term Loan Credit Agreement, at Base Rate (as defined in the Term Loan Credit Agreement) or Eurodollar Rate (as defined in the Term Loan Credit Agreement) plus the Applicable Margin (as defined in the Term Loan Credit Agreement) for each such interest rate set forth in the Term Loan Credit Agreement. As of June 30, 2022, the interest rate on the original advance under the Term Loan Credit Agreement was 14.0 %. The Term Loan Credit Agreement has both affirmative and negative covenants, including, without limitation, minimum liquidity, limitations on indebtedness, liens and investments. The Term Loan Credit Agreement also provides for customary events of default. Pursuant to the terms and conditions set forth in the Term Loan Credit Agreement and the related loan documents, each of the Loan Parties granted to Agent a continuing lien upon all of such Loan Parties’ assets to secure the obligations of the Loan Parties under the Term Loan Credit Agreement. On May 14, 2021, the Loan Parties entered into an Amendment No. 2 to the Term Loan Credit Agreement (the “Second Amendment”) with Lender and the Agent, pursuant to which the principal amount of the term loan credit facility was increased by $ 16,000 to a total of $ 56,000 , with such additional $ 16,000 (the “Additional Loan”) to be funded upon the satisfaction of certain conditions precedent set forth in the Second Amendment. The Additional Loan closed and was funded on May 17, 2021. The Company incurred $ 480 in deferred financing costs related to the Second Amendment which are presented as a reduction of the long-term debt balance and amortized on a straight-line basis to interest expense over the term of the Second Amendment. The Additional Loan bears interest at the same rate as the original term loan. Pursuant to the Second Amendment, in the event that the Additional Loan was not repaid in full by March 31, 2022, the Company was to issue to the Lender and/or an affiliate of the Lender a warrant (the “March 2022 Warrant”) to purchase a number of shares of Common Stock equal to 5 % of the Company’s outstanding Common Stock on a fully-diluted basis at the time the March 2022 Warrant is exercised (after giving effect to such issuance). Because the Company believed that it was probable that the March 2022 Warrant would be issued the Company recorded an additional warrant liability of $ 7,351 during the third quarter of 202 1. The March 2022 Warrant was issued on April 4, 2022 with an exercise price of $ 0.01 and a term of ten ( 10 ) years. As of June 30, 2022 and December 31, 2021 , the March 2022 Warrant was exercisable for an aggregate of 1,439,940 and zero ( 0 ) shares of Common Stock, respectively with a per share exercise price of $ 0.01 . Pursuant to the Second Amendment, the Company was required to, among other things, i) obtain a term sheet for additional financing of no less than $ 15,000 by July 31, 2021 and ii) file a registration statement on Form S-3 registering Company securities by no later than August 31, 2021. The Company has met each of the aforementioned obligations. The Form S-3 registering Company securities was filed with the Securities and Exchange Commission on August 27, 2021 and became effective on September 9, 2021. On July 30, 2021, the Loan Parties entered into an Amendment No. 3 to Credit Agreement (the “Third Amendment”) with the Lender and the Agent, pursuant to which, among other things, Lender obtained a standby letter of credit (as may be amended from time to time, the “Third Amendment Letter of Credit”) from Wells Fargo Bank, N.A., in the principal amount of $ 25,000 for the account of the Company and for the benefit of the Revolving Loan Lender (as defined below). On December 30, 2021, the Loan Parties entered into an Amendment No. 4 to Credit Agreement (the “Fourth Amendment”) with the Lender and the Agent, pursuant to which the principal amount of the term loan credit facility was increased by $ 15,000 to a total of $ 71,000 , with such additional $ 15,000 (the “Delayed Draw Loan”) to be funded, at the Borrower’s option, upon the satisfaction of certain conditions precedent set forth in the Fourth Amendment. The Borrower has the option to draw on the Delayed Draw Loan through January 31, 2023 and may choose not to do so. The Delayed Draw Loan, if funded, will bear the same interest rate as the original term loan. Reimbursement Agreement Pursuant to the Third Amendment, on July 30, 2021, the Company, the Lender, Alter Domus (US) LLC, as calculation agent, and the Agent entered into a reimbursement agreement (the “Reimbursement Agreement”), pursuant to which, among other things, the Company agreed to reimburse the Agent, for the account of the Lender, in the event of any drawings under the Third Amendment Letter of Credit by the Revolving Loan Lender. In addition, pursuant to the Reimbursement Agreement, the Company shall make certain other payments as set forth below, so long as the Third Amendment Letter of Credit remains outstanding: Letter of Credit Fee The Company shall pay to Agent, for the account of Lender, an annual fee of $ 500 , which shall be due and payable quarterly beginning on August 2, 2021, and every three months thereafter. Equity Fee Every three months (the “Measurement Period”), commencing on August 6, 2021, the Company shall pay to the Lender (or, so long as Lender is the sole provider of the Third Amendment Letter of Credit, to OC III LVS XII LP, if Lender has timely notified the Company in writing of such designation) a fee (the “Equity Fee”) payable in shares of Common Stock. The Equity Fee shall be calculated by dividing $ 1,000 by the volume weighted average price of the Common Stock on the Nasdaq Capital Market for the ten (10) trading days ending on the last business day of the applicable Measurement Period. The Company can opt to pay the Equity Fee in cash, in the amount of $ 1,000 , if, and only if, (x) the Company has already issued as Equity Fees a number of shares of Common Stock equal to (I) 5.0 % multiplied by (II) the total number of shares of Common Stock outstanding as of July 30, 2021, rounded down to the nearest whole share of Common Stock, and (y) the Company has at least $ 15,000 of Repayment Liquidity after giving effect to such payment. The term Repayment Liquidity, as defined in the Term Loan Credit Agreement, means (a) all unrestricted and unencumbered cash and cash equivalents of the Loan Parties, plus (b) the undrawn and available portion of the commitments under that certain Amended and Restated Loan and Security Agreement by and among the Revolving Loan Parties and the Revolving Loan Lender (as described below), minus (c) all accounts payable of the Loan Parties that are more than 30 days past due. The Equity Fee shall no longer be paid once the Company has issued to Lender and/or OC III LVS XII LP Equity Fees in an amount of Common Stock equal to 9.99 % multiplied by the total number of shares of Common Stock outstanding as of July 30, 2021, rounded down to the nearest whole share of Common Stock, or 1,547,266 shares of Common Stock (the “Maximum Equity”). Through June 30, 2022, the Company has paid Equity Fees totaling 879,012 shares of Common Stock. The issuance of each Equity Fee under the Reimbursement Agreement will be made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act for offers and sales of securities that do not involve a “public offering.” Cash Fee The Company shall pay to the Agent, for the account of the Lender (or, so long as the Lender is the sole provider of the Third Amendment Letter of Credit, to OC III LVS XII LP, if the Lender has timely notified the Company in writing of such designation) a cash fee (the “Cash Fee”) which shall be due and payable in cash quarterly beginning on the date that the Maximum Equity has been issued and thereafter on the business day immediately succeeding the last business day of the applicable Measurement Period. The Cash Fee shall be equal to $ 1,000 , provided that, in the quarter in which the Maximum Equity is issued, such fee shall be equitably reduced by the value of any Equity Fee issued by the Company that quarter. Warrant In connection with the entry into the Term Loan Credit Agreement, the Company issued to an affiliate of the Lender (the “Warrantholder”) a warrant (the “Warrant”), pursuant to that certain warrant acquisition agreement, dated as of October 13, 2020 (the “Warrant Acquisition Agreement”), by and between the Company and the Lender, to purchase a number of shares of Common Stock equal to 23 % of the outstanding Common Stock on a fully-diluted basis at the time the Warrant is exercised (after giving effect to such issuance). The Warrant is exercisable for a term of ten years from the date of the issuance of the Warrant. The Warrant was issued on November 24, 2020 after the Company received stockholder approval of the issuance of the Common Stock issuable upon exercise of the Warrant by the Warrantholder. In connection with the issuance of the Warrant, the Company and the Lender entered into a registration rights agreement (the “Registration Rights Agreement”) as of the Closing Date of November 24, 2020. As of June 30, 2022 and December 31, 2021, the Warrant was exercisable for an aggregate of 6,623,724 and 6,098,217 shares, respectively, of Common Stock with a per share exercise price of $ 0.01 . The Company determined that the Warrant should be accounted for as a derivative instrument and classified as a liability on its Consolidated Balance Sheets primarily due to the instrument obligating the Company to settle the Warrant in a variable number of shares of Common Stock. The Warrant was recorded at fair value and is treated as a discount on the term loan. The discount on the associated debt is amortized over the life of the Term Loan Credit Agreement and included in interest expense. Pursuant to the Fourth Amendment and a warrant acquisition agreement, dated as of December 30, 2021 (the “Warrant Acquisition Agreement”), the Company issued to the Lender a warrant (the “December 2021 Warrant”) to purchase a number of shares of Common Stock equal to 5 % of the outstanding Common Stock on a fully-diluted basis at the time the December 2021 Warrant is exercised (after giving effect to such issuance). The December 2021 Warrant has an exercise price of $ 0.01 and a term of ten years. As of June 30, 2022 and December 31, 2021, the December 2021 Warrant was exercisable for an aggregate of 1,439,940 and 1,325,699 shares of Common Stock, respectively with a per share exercise price of $ 0.01 . In addition, to the extent the Delayed Draw Loan is funded, the Company has agreed to issue to the Lender a warrant (the “ 3 % Additional Warrant”) to purchase up to a number of shares of Common Stock equal to 3 % of the outstanding Common Stock on a fully-diluted basis at the time the 3 % Additional Warrant is exercised (after giving effect to such issuance). The 3 % Additional Warrant, if issued, will have an exercise price of $ 0.01 and a term of ten years . The following schedule shows the change in fair value of the Warrant as of June 30, 2022. Warrant liability as of December 31, 2021 $ 32,514 Change in fair value 1,984 Warrant liability as of June 30, 2022 $ 34,498 The change in fair value of the Warrant is reported on a separate line in the consolidated statement of operations. The Term Loan Credit Agreement is presented net of the unamortized discount and unamortized deferred financing costs. Siena Loan and Security Agreement On October 8, 2020, the Company entered into a Loan and Security Agreement (the “Siena Loan Agreement”) by and among the Company, as guarantor, and certain of its subsidiaries, as borrowers (together with the Company, the “Revolving Loan Parties”), and Siena Lending Group LLC, as lender (“Revolving Loan Lender”). Pursuant to the Siena Loan Agreement, the Revolving Loan Lender provided an asset backed credit facility, in the maximum aggregate principal amount of up to $ 20,000 , (the "Maximum Revolving Facility Amount") consisting of revolving loans (the "Revolving Loans"). The Siena Loan Agreement provided for a revolving credit facility with maximum availability of $ 20,000 , subject to borrowing base requirements set forth in the Siena Loan Agreement, which generally limited availability under the revolving credit facility to (a) 85 % of the value of eligible accounts and (b) up to the lesser of (i) 50 % of the lower of cost or market value of eligible inventory and (ii) 85 % of the net orderly liquidation value of eligible inventory, and as reduced by reserves established by Revolving Loan Lender from time to time in accordance with the Siena Loan Agreement. On July 30, 2021, the Revolving Loan Parties and the Revolving Loan Lender entered into an Amended and Restated Loan and Security Agreement (the “Amended and Restated Loan and Security Agreement”), which amended and restated the terms and conditions of the Siena Loan Agreement in its entirety. Pursuant to the Amended and Restated Loan and Security Agreement, the Maximum Revolving Facility Amount was increased to $ 25,000 , provided, however, that the outstanding balance of all Revolving Loans may not exceed the lesser of (A) the Maximum Revolving Facility Amount minus the Availability Block and (B) an amount equal to the issued and undrawn portion of the Third Amendment Letter of Credit (as defined above) minus the Availability Block. The term “Availability Block”, as defined in the Amended and Restated Loan and Security Agreement, means 3.0 % of the issued and undrawn amount under the Third Amendment Letter of Credit. The Amended and Restated Loan and Security Agreement has a term ending on October 8, 2023. Revolving Loans outstanding under the Amended and Restated Loan and Security Agreement bear interest, subject to the provisions of the Amended and Restated Loan and Security Agreement, at an interest rate of 2 % per annum in excess of the Base Rate (as defined in the Siena Loan Agreement). The Amended and Restated Loan and Security Agreement contains affirmative and negative covenants, including, without limitation, limitations on future indebtedness, liens and investments. The Amended and Restated Loan and Security Agreement also provides for customary events of default. Pursuant to the terms and conditions set forth in the Amended and Restated Loan and Security Agreement, each of the Revolving Loan Parties granted the Revolving Loan Lender a continuing lien upon certain assets of the Revolving Loan Parties to secure the obligations of the Revolving Loan Parties under the Amended and Restated Loan and Security Agreement. On February 23, 2022, the Revolving Loan Parties and the Revolving Loan Lender entered into a First Amendment to Amended and Restated Loan and Security Agreement (the “First Amendment to Amended and Restated Loan and Security Agreement”), pursuant to which, among other things, the Maximum Revolving Facility Amount was increased to $ 35,000 ; provided, however, that after giving effect to each Revolving Loan and each letter of credit made available to the Revolving Loan Parties, (A) the outstanding balance of all Revolving Loans and the Letter of Credit Balance (which is defined in the Amended and Restated Loan and Security Agreement as the sum of (a) the aggregate undrawn face amount of all outstanding Letters of Credit and (b) all interest, fees and costs due or, in Lender’s estimation, likely to become due in connection therewith) will not exceed the lesser of (x) the Maximum Revolving Facility Amount and (y) the Borrowing Base (as defined in the First Amendment to Amended and Restated Loan and Security Agreement), and (B) none of the other Loan Limits (as defined in the First Amendment to Amended and Restated Loan and Security Agreement) for Revolving Loans will be exceeded. Revolving Loans outstanding under the First Amendment to Amended and Restated Loan and Security Agreement bear interest, subject to the provisions of the First Amendment to Amended and Restated Loan and Security Agreement, at a rate of 2% per annum in excess of the Base Rate (as defined in the Amended and Restated Loan and Security Agreement). Notwithstanding the foregoing, Revolving Loans made in respect of Excess Availability (as defined in the First Amendment to Amended and Restated Loan and Security Agreement) arising from clause (b) of the definition of “Borrowing Base” bear interest, subject to the provisions of the First Amendment to Amended and Restated Loan and Security Agreement, at a rate of 1.5 % per annum in excess of the Base Rate (as defined in the Amended and Restated Loan and Security Agreement). As of June 30, 2022, the interest rate on outstanding debt under the First Amendment to Amended and Restated Loan and Security Agreement was 6.25 %. As of June 30, 2022, the Company had $ 25,010 in outstanding debt under the Siena Loan Agreement and remaining borrowing availability of $ 556 . As of December 31, 2021 , the Company had $ 24,026 in outstanding debt under the Siena Loan Agreement and remaining borrowing availability of $ 122 . The Company incurred $ 1,101 in deferred financing costs related to the Siena Loan Agreement and incurred $ 1,037 in a dditional deferred financing costs related to the Amended and Restated Loan and Security Agreement. The deferred financing costs are presented as an asset and amortized to interest expense on a straight-line basis over the term of the Siena Loan Agreement. M&T Credit Agreement On April 16, 2019, FreightCar America Leasing 1, LLC, an indirect wholly-owned subsidiary of the Company (“FreightCar Leasing Borrower”), entered into a Credit Agreement (the “M&T Credit Agreement”) with M & T Bank, N.A., as lender (“M&T”). Pursuant to the M&T Credit Agreement, M&T extended a revolving credit facility to FreightCar Leasing Borrower in an aggregate amount of up to $ 40,000 for the purpose of financing railcars to be leased to third parties. On April 16, 2019, FreightCar Leasing Borrower also entered into a Security Agreement (the “M&T Security Agreement”) pursuant to which it granted a security interest in all of its assets to M&T to secure its obligations under the M&T Credit Agreement. On April 16, 2019, FreightCar America Leasing, LLC, a wholly-owned subsidiary of the Company and parent of FreightCar Leasing Borrower (“FreightCar Leasing Guarantor”), entered into (i) a Guaranty Agreement (the “M&T Guaranty Agreement”) pursuant to which FreightCar Leasing Guarantor guarantees the repayment and performance of certain obligations of FreightCar Leasing Borrower and (ii) a Pledge Agreement (the “M&T Pledge Agreement”) pursuant to which FreightCar Leasing Guarantor pledged all of the equity of FreightCar Leasing Borrower held by FreightCar Leasing Guarantor. The loans under the M&T Credit Agreement are non-recourse to the assets of the Company or its subsidiaries other than the assets of FreightCar Leasing Borrower and FreightCar Leasing Guarantor. The M&T Credit Agreement had a term that ended on April 16, 2021 (the “Term End”). Loans outstanding thereunder bear interest, accrued daily, at the Adjusted LIBOR Rate (as defined in the M&T Credit Agreement) or the Adjusted Base Rate (as defined in the M&T Credit Agreement). The M&T Credit Agreement has both affirmative and negative covenants, including, without limitation, maintaining an Interest Coverage Ratio (as defined in the M&T Credit Agreement) of not less than 1.25 :1.00, measured quarterly, and limitations on indebtedness, loans, liens and investments. The M&T Credit Agreement also provides for customary events of default. On April 20, 2021, FreightCar Leasing Borrower received a notice from M&T that an Event of Default had occurred due to all amounts outstanding under the M&T Credit Agreement having not be paid by the Term End. On December 28, 2021 (the “Execution Date”), FreightCar Leasing Borrower, FreightCar Leasing Guarantor (together with FreightCar Leasing Borrower, the “Obligors”), the Company, FreightCar America Railcar Management, LLC, a Delaware limited liability company (“FCA Management”), and M&T, entered into a Forbearance and Settlement Agreement (the “Forbearance Agreement”) with respect to the M&T Credit Agreement and its related Credit Documents (as defined in the M&T Credit Agreement), as well as certain intercompany services agreements related thereto. Pursuant to the Forbearance Agreement, the Obligors will continue to perform and comply with all of their performance obligations (as opposed to payment obligations) under certain provisions of the M&T Credit Agreement (primarily related to information obligations and the preservation of the collateral pledged by FreightCar Leasing Borrower to M&T pursuant to the M&T Security Agreement (the “Collateral”)) and all the provisions of the M&T Security Agreement. During the period from Execution Date until the termination of the Forbearance Agreement, M&T may not take any action against the Obligors or exercise or enforce any rights or remedies provided for in the Credit Documents or otherwise available to it. On December 1, 2023, or sooner if requested by the Lender (the “Turnover Date”), FreightCar Leasing Borrower shall execute and deliver to M&T documents required to deliver and assign to M&T all the leased railcars and related leases serving as Collateral for the M&T Credit Agreement. Upon the Turnover Date and the Obligors’ performance of their respective obligations under the Forbearance Agreement, including the delivery of certain Collateral to M&T upon the Turnover Date, all Obligations (as defined in the M&T Credit Agreement) shall be deemed satisfied in full, M&T shall no longer have any further claims against the Obligors under the Credit Documents and the Credit Documents shall automatically terminate and be of no further force or effect except for the provisions thereof that expressly survive termination. The Forbearance Agreement contains customary releases at execution for all affiliates of the Company (other than the Obligors) and agreements to deliver final releases with respect to the Obligors upon their performance under the Forbearance Agreement. The Company also agreed to turn over to M&T on the Effective Date certain rents in the amount of $ 715 that it had previously collected as servicing agent for FreightCar Leasing Borrower, and to continue to provide such services through the Turnover Date without a service fee, and after the Turnover Date through the return of the railcars serving as Collateral, for a service fee. As of June 30, 2022 and December 31, 2021, FreightCar Leasing Borrower had $ 7,444 a nd $ 7,917 , respectively, in outstanding debt under the M&T Credit Agreement, which was collateralized by leased railcars with a carrying value of $ 6,549 a nd $ 6,638 , respectively. As of June 30, 2022, the interest rate on outstanding debt under the M&T Credit Agreement was 5.75 % . Long-term debt consists of the following as of June 30, 2022 and December 31, 2021: June 30, December 31, 2022 2021 M&T Credit Agreement outstanding $ 7,444 $ 7,917 Siena Loan Agreement outstanding 25,010 24,026 Term Loan Credit Agreement outstanding 58,000 57,278 Total debt 90,454 89,221 Less Term Loan Credit Agreement discount ( 6,170 ) ( 7,077 ) Less Term Loan Credit Agreement deferred financing costs ( 2,324 ) ( 2,660 ) Total debt, net of discount and deferred financing costs 81,960 79,484 Less amounts due within one year - - Long-term debt, net of current portion $ 81,960 $ 79,484 The fair value of long-term debt approximates its carrying value as of June 30, 2022 and December 31, 2021 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2022 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Note 9 – Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss consist of the following: Pre-Tax Tax After-Tax Three months ended June 30, 2022 Pension liability activity: Reclassification adjustment for amortization of net loss (pre-tax other income) $ 83 $ - $ 83 Pre-Tax Tax After-Tax Three months ended June 30, 2021 Pension liability activity: Reclassification adjustment for amortization of net loss (pre-tax other income) $ 156 $ - $ 156 Pre-Tax Tax After-Tax Six months ended June 30, 2022 Pension liability activity: Reclassification adjustment for amortization of net loss (pre-tax other income) $ 167 - $ 167 Pre-Tax Tax After-Tax Six months ended June 30, 2021 Pension liability activity: Reclassification adjustment for amortization of net loss (pre-tax other income) $ 312 $ - $ 312 The components of accumulated other comprehensive loss consist of the following: June 30, December 31, 2022 2021 Unrecognized pension cost, net of tax of $ 6,282 and $ 6,282 , respectively $ ( 5,355 ) $ ( 5,522 ) |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation | Note 10 – Stock-Based Compensation Total stock-based compensation w as $( 2,754 ) and $ 300 for the three months ended June 30, 2022 and 2021, respectively, an d $ 1,490 and $ 2,961 for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, there was $ 1,466 of unearned compensation expense related to restricted stock awards, which will be recognized over the remaining weighed average requisite service perio d of 25 months . As of June 30, 2022 , there was $ 1,401 of unearned compensation related to time-vested stock options, which will be recognized over the remaining requisite service period of 28 months . 2020 and 2021 Grants of Stock Appreciation Rights During 2020 and 2021, the Company granted 1,139,464 and 1,735,500 cash settled stock appreciation rights, respectively, to certain employees. Each stock appreciation right represents the right to receive a payment measured by the increase in the fair market value of one share of the Company’s stock from the date of grant of the stock appreciation right to the date of exercise of the stock appreciation right. Cash settled stock appreciation rights are classified as liabilities. The 2020 cash settled stock appreciation rights vest ratably over three years and have a contractual life of 10 years . Vesting of the 2021 cash settled stock appreciation rights was contingent upon the achievement of a thirty-day trailing average fair market value of a share of Common Stock of 133.3% ($3.17) or more of the exercise price per share ($ 2.38 ). When vesting of an award of stock-based compensation is dependent upon the attainment of a target stock price, the award is considered to be subject to a market condition. During the first quarter of 2021, the market condition for the 2021 cash settled stock appreciation rights was met. The 2021 cash settled stock appreciation rights vest ratably over three years and have a contractual life of 10 years. The Company measures the fair value of unvested cash settled stock appreciation rights using the Black-Scholes option valuation model and remeasures the fair value of the award each reporting period until the award is vested. Once vested the Company immediately recognizes compensation cost for any changes in fair value of cash settled stock appreciation rights until settlement. Fair value of vested cash settled stock appreciation rights represents the fair market value of one share of the Company’s stock on the measurement date less the exercise price per share. Compensation cost for cash settled stock appreciation rights is trued up each reporting period for changes in fair value pro-rated for the portion of the requisite service period rendered. The estimated fair value of the cash settled stock appreciation rights as of June 30, 2022 was $ 3,212 . Stock-based compensation for cash settled stock appreciation rights was $( 2,951 ) a nd $ 127 f or the three months ended June 30, 2022 and 2021 , respectively, and $ 808 and $ 2,679 for the six months ended June 30, 2022 and 2021, respectively. The fair value of unvested cash settled stock appreciation rights as of June 30, 2022 was estimated using the Black-Scholes option valuation model with the following assumptions: Expected Risk Free Expected Dividend Interest Fair Value Grant Year Grant Date Expected Life Volatility Yield Rate Per Award 2020 1/24/2020 4.1 years 89.91 % 0.00 % 2.98 % $ 2.85 2020 9/14/2020 4.5 years 86.68 % 0.00 % 2.99 % $ 2.75 2020 11/30/2020 4.7 years 85.24 % 0.00 % 3.00 % $ 2.64 2021 1/5/2021 4.8 years 84.45 % 0.00 % 3.00 % $ 2.69 |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 11 – Employee Benefit Plans The Company has a qualified, defined benefit pension plan that was established to provide benefits to certain employees. The plan is frozen and participants are no longer accruing benefits. Generally, contributions to the plan are not less than the minimum amounts required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and not more than the maximum amount that can be deducted for federal income tax purposes. The plan assets are held by an independent trustee and consist primarily of equity and fixed income securities. The components of net periodic benefit cost (benefit) for the three and six months ended June 30, 2022 and 2021, are as follows: Three Months Ended Six Months Ended June 30, June 30, Pension Benefits 2022 2021 2022 2021 Interest cost $ 276 $ 236 $ 552 $ 472 Expected return on plan assets ( 617 ) ( 584 ) ( 1,234 ) ( 1,168 ) Amortization of unrecognized net loss 83 156 167 312 $ ( 258 ) $ ( 192 ) $ ( 515 ) $ ( 384 ) The Company made no contributions to the Company’s defined benefit pension plan for the three and six months ended June 30, 2022 and 2021 . The Company expects to make no contributions to its pension plan in 2022. The Company also maintains qualified defined contribution plans, which provide benefits to employees based on employee contributions and employee earnings with discretionary contributions allowed. |
Contingencies and Legal Settlem
Contingencies and Legal Settlements | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Legal Settlements | Note 12 – Contingencies and Legal Settlements The Company is involved in various warranty and repair claims and, in certain cases, related pending and threatened legal proceedings with its customers in the normal course of business. In the opinion of management, the Company’s potential losses in excess of the accrued warranty and legal provisions, if any, are not expected to be material to the Company’s consolidated financial condition, results of operations or cash flows. In addition to the foregoing, the Company is involved in certain other pending and threatened legal proceedings, including commercial disputes and workers’ compensation and employee matters arising out of the conduct of its business. The Company has reserved $ 0.4 million to cover probable and estimable liabilities with respect to these matters (see Note 16 – Subsequent Event). |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 13 – Earnings Per Share The weighted-average common shares outstanding are as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 Weighted average common shares outstanding 15,919,436 14,863,069 15,799,456 14,783,459 Issuance of warrants 8,580,348 5,297,341 8,194,871 5,300,740 Weighted average common shares outstanding - basic 24,499,784 20,160,410 23,994,327 20,084,199 Issuance of contingent warrants - - - - Weighted average common shares outstanding - diluted 24,499,784 20,160,410 23,994,327 20,084,199 The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and participating securities. The Company’s participating securities are its grants of restricted stock which contain non-forfeitable rights to dividends. The Company allocates earnings between both classes; however, in periods of undistributed losses, they are only allocated to common shares as the unvested restricted stockholders do not contractually participate in losses of the Company. The Company computes basic earnings per share by dividing net income allocated to common shareholders by the weighted average number of shares outstanding during the period. Warrants issued in connection with the Company's long-term debt were issued at a nominal exercise price and are considered outstanding at the date of issuance. Diluted earnings per share is calculated to give effect to all potentially dilutive common shares that were outstanding during the period. Weighted average diluted common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and the assumed vesting of nonvested share awards. For the three months ended June 30, 2022 and 2021, 1,759,997 and 1,329,429 shares, respectively, were not included in the weighted average common shares outstanding calculation as they were anti-dilutive. For the six months ended June 30, 2022 and 2021, 1,727,421 and 1,531,864 shares, respectively, were not included in the weighted average common shares outstanding calculation as they were anti-dilutive. |
Restructuring and Impairment Ch
Restructuring and Impairment Charges | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Impairment Charges | Note 14 – Restructuring and Impairment Charges On September 10, 2020, the Company announced its plan to permanently close its Shoals Facility in light of the ongoing cyclical industry downturn, which had been magnified by the COVID-19 pandemic. On October 8, 2020, the Company reached an agreement with the Shoals Facility owner and landlord, to shorten the Shoals lease term by amending the expiration date to the end of February 2021. In addition, the landlord agreed to waive the base rent payable under the original lease for the months of October 2020 through February 2021. Property, plant and equipment with an estimated fair value of $ 10,148 was sold or transferred to the Shoals landlord during the six months ended June 30, 2021 as consideration for the landlord’s entry into the lease amendment and the aforementioned rent waiver. Restructuring and impairment charges (benefits) related to the plant closure for the three and six months ended June 30, 2021 were primarily due to relocating some of the facility’s equipment to Castaños. Restructuring and impairment charges are reported as a separate line item on the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021, and are detailed below: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Impairment and loss on disposal of machinery and equipment $ - $ - $ - $ 1,591 Employee severance and retention - ( 24 ) - ( 5 ) Other charges related to facility closure - ( 96 ) - 4,944 Total restructuring and impairment costs $ - $ ( 120 ) $ - $ 6,530 Accrued as of December 31, 2021 Cash Non-cash charges Cash payments Accrued as of June 30, 2022 Impairment and loss on disposal of machinery and equipment $ - $ - Employee severance and retention 163 - ( 163 ) - Other charges related to facility closure - - Total restructuring and impairment costs $ 163 $ - $ - $ ( 163 ) $ - Accrued as of December 31, 2020 Cash Non-cash charges Cash payments Accrued as of Impairment and loss on disposal of machinery and equipment $ - $ 269 $ - Employee severance and retention 1,596 ( 80 ) ( 1,238 ) 278 Other charges related to facility closure 251 6,437 ( 96 ) ( 6,688 ) - Total restructuring and impairment costs $ 1,847 $ 6,437 $ 93 $ ( 7,926 ) $ 278 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 15 – Related Parties The following persons are owners of Fabricaciones y Servicios de México, S.A. de C.V. ("Fasemex"): Jesus Gil, VP Operations and director of the Company; Alejandro Gil and Salvador Gil, siblings of Jesus Gil. Fasemex owns approximately 12.5 % of the outstanding shares of Common Stock. Fasemex provides steel fabrication services to the Company. Effective November 2021, the lessors of the Company’s leased facility in Castaños (the "Castaños Facility") are Jesus Gil, Alejandro Gil, and Salvador Gil. Previously, Fasemex was the lessor of the Castaños Facility. The Company paid $ 4,447 and $ 16,656 during the three and six months ended June 30, 2022 , respectively, and $ 13,400 and $ 18,100 during the three and six months ended June 30, 2021, respectively, related to rent payment, security deposit, fabrication services and royalty payments. Distribuciones Industriales JAS S.A. de C.V. (“DI”) is owned by Alejandro Gil and Salvador Gil. The Company paid $ 563 and $ 1,072 during the three and six months ended June 30, 2022, respectively, and $ 500 and $ 900 duri ng the three and six months ended June 30, 2021 , respectively, to DI related to material and safety supplies. Maquinaria y Equipo de Transporte Jova S.A. de C.V ("METJ") is owned by Jorge Gil, another sibling of Jesus Gil. The Company paid $ 812 and $ 1,412 during the three and six months ended June 30, 2022, respectively, and $ 300 and $ 400 d uring the three and six months ended June 30, 2021 , respectively, to METJ related to trucking services. Related party asset on the condensed consolidated balance sheet of $ 5,121 as of June 30, 2022 includes prepaid inventory of $ 575 and other receivables of $ 4,546 from Fasemex. Related party accounts payable on the condensed consolidated balance sheet of $ 5,454 as of June 30, 2022 includes $ 5,008 payable to Fasemex, $ 202 payable to DI and $ 244 payable to METJ. Related party asset on the condensed consolidated balance sheet of $ 8,680 as of December 31, 2021 includes prepaid inventory of $ 4,134 and other receivables of $ 4,546 from Fasemex. Related party accounts payable on the condensed consolidated balance sheet of $ 8,870 as of December 31, 2021 includes $ 8,291 payable to Fasemex, $ 291 payable to DI and $ 288 payable to METJ. The Warrantholder beneficially owns approximately 38.0 % of the outstanding shares of Common Stock (as disclosed by the Warrantholder in its Schedule 13D/A No. 3 filed with the SEC on April 12, 2022). The Company paid $ 2,084 and $ 4,120 to the Warrantholder during the three and six months ended June 30, 2022 , respectively, for term loan interest, of which $ 1,726 and $ 3,398 was paid in cash during the three and six months ended June 30, 2022 , respectively, and $ 358 and $ 722 was payment in kind during the three and six months ended June 30, 2022 , respectively. Additionally, the Company paid $ 1,000 and $ 2,000 in equity fees during the three and six months ended June 30, 2022 , respectively, and $ 125 and $ 247 in cash fees during the three and six months ended June 30, 2022, respectively, to the Warrantholder related to the standby letter of credit described in Note 8 Debt Financing and Revolving Credit Facilitie s. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Event The Company has a qualified, defined benefit pension plan (the "Plan") that was established to provide benefits to certain employees. Effective July 19, 2022, the Company entered into a commitment agreement (the "OneAmerica Agreement") with OneAmerica Financial Partners, Inc. ("OneAmerica"). Under the OneAmerica Agreement, the Company will purchase a non-participating group annuity contract (the "Annuity Contract") from OneAmerica and transfer to OneAmerica about 67.7 % of its future benefit obligations under the Plan. Upon payment of the premium to OneAmerica and the closing of the transactions contemplated by the OneAmeria Agreement, the applicable pension benefit obligations will be irrevocably transferred from the Plan to OneAmerica. By transferring the future benefit obligations and annuity administration to OneAmerica, the Company has reduced its gross Plan liabilities by approximately $ 27.6 million. The purchase of the Annuity Contract will be funded directly by the assets of the Plan. As a result of the transactions contemplated by the OneAmerica Agreement, the Company expects to recognize a non-cash pre-tax pension settlement charge of $ 8.1 million in the third quarter of 2022, as a result of the application of pension settlement accounting rules, which require the Company to remeasure the Plan as of July 19, 2022. |
Basis of Presentation (Policy)
Basis of Presentation (Policy) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements include the accounts of FreightCar America, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The foregoing financial information has been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year. The accompanying interim financial information is unaudited; however, the Company believes the financial information reflects all adjustments (consisting of items of a normal recurring nature) necessary for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP. The 2021 year-end balance sheet data was derived from the audited financial statements as of December 31, 2021. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation. These interim financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 . |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Recognition | The following table disaggregates the Company’s revenues by major source: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Railcar sales $ 52,764 $ 34,371 $ 142,072 $ 63,300 Parts sales 3,193 2,168 6,304 4,534 Revenues from contracts with customers 55,957 36,539 148,376 67,834 Leasing revenues 829 815 1,646 1,890 Total revenues $ 56,786 $ 37,354 $ 150,022 $ 69,724 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Revenues: Manufacturing $ 53,606 $ 35,158 $ 143,731 $ 65,177 Corporate and Other 3,180 2,196 6,291 4,547 Consolidated revenues $ 56,786 $ 37,354 $ 150,022 $ 69,724 Operating income (loss): Manufacturing (1) $ 4,900 $ 237 $ 13,416 $ ( 5,781 ) Corporate and Other ( 2,364 ) ( 4,414 ) ( 11,535 ) ( 12,881 ) Consolidated operating income (loss) 2,536 ( 4,177 ) 1,881 ( 18,662 ) Consolidated interest expense ( 5,757 ) ( 3,212 ) ( 11,462 ) ( 5,714 ) Gain (loss) on change in fair market value of warrant liability 18,746 3,452 ( 1,984 ) ( 18,676 ) Consolidated other income 661 230 2,157 345 Consolidated income (loss) before income taxes $ 16,186 $ ( 3,707 ) $ ( 9,408 ) $ ( 42,707 ) Depreciation and amortization: Manufacturing $ 869 $ 854 $ 1,736 $ 1,921 Corporate and Other 167 145 324 275 Consolidated depreciation and amortization $ 1,036 $ 999 $ 2,060 $ 2,196 Capital expenditures: Manufacturing $ 1,482 $ 697 $ 2,442 $ 1,042 Corporate and Other 366 194 366 391 Consolidated capital expenditures $ 1,848 $ 891 $ 2,808 $ 1,433 (1) There were no restructuring and impairment charges for the three and six months ended June 30, 2022 . Results for the three and six months ended June 30, 2021 include restructuring and impairment charges (benefits) of ($ 120 ) and $ 6,530 , respectively. |
Reconciliation of Assets From Segment to Consolidated | June 30, December 31, 2022 2021 Assets: Manufacturing $ 179,525 $ 154,068 Corporate and Other 32,746 46,417 Total operating assets 212,271 200,485 Consolidated income taxes receivable 83 179 Consolidated assets $ 212,354 $ 200,664 |
Geographic Information | Geographic Information Revenues Long Lived Assets(a) Three Months Ended Six Months Ended June 30, June 30, June 30, December 31, 2022 2021 2022 2021 2022 2021 United States $ 56,772 $ 37,354 $ 150,008 $ 69,724 $ 24,243 $ 24,967 Mexico 14 - 14 - 30,926 30,098 Total $ 56,786 $ 37,354 $ 150,022 $ 69,724 $ 55,169 $ 55,065 (a) Long lived assets include property plant and equipment, net, railcars available for lease, and ROU assets. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis and Non-Recurring Basis | Recurring Fair Value Measurements As of June 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ 34,498 $ - $ 34,498 Recurring Fair Value Measurements As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ - $ 32,514 $ - $ 32,514 Non-recurring Fair Value Measurements During the Year Ended December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Railcars available for lease, net $ - $ - $ 6,638 $ 6,638 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restricted Cash [Abstract] | |
Restricted Cash | The Company’s restricted cash balances are as follows: June 30, December 31, 2022 2021 Restricted cash from customer deposit $ 282 $ 282 Restricted cash to collateralize standby letters of credit 103 1,133 Restricted cash equivalents to collateralize standby letters of credit 3,542 3,542 Total restricted cash and restricted cash equivalents $ 3,927 $ 4,957 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory Current | Inventories, net of reserve for excess and obsolete items, consist of the following: June 30, December 31, 2022 2021 Raw materials 57,609 34,885 Work in process 13,728 11,306 Finished railcars - 4,696 Parts inventory 4,508 5,125 Total inventories, net $ 75,845 $ 56,012 |
Debt Financing and Revolving _2
Debt Financing and Revolving Credit Facilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Fair Value of Warrant | The following schedule shows the change in fair value of the Warrant as of June 30, 2022. Warrant liability as of December 31, 2021 $ 32,514 Change in fair value 1,984 Warrant liability as of June 30, 2022 $ 34,498 |
Long-Term Debt | Long-term debt consists of the following as of June 30, 2022 and December 31, 2021: June 30, December 31, 2022 2021 M&T Credit Agreement outstanding $ 7,444 $ 7,917 Siena Loan Agreement outstanding 25,010 24,026 Term Loan Credit Agreement outstanding 58,000 57,278 Total debt 90,454 89,221 Less Term Loan Credit Agreement discount ( 6,170 ) ( 7,077 ) Less Term Loan Credit Agreement deferred financing costs ( 2,324 ) ( 2,660 ) Total debt, net of discount and deferred financing costs 81,960 79,484 Less amounts due within one year - - Long-term debt, net of current portion $ 81,960 $ 79,484 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive loss consist of the following: Pre-Tax Tax After-Tax Three months ended June 30, 2022 Pension liability activity: Reclassification adjustment for amortization of net loss (pre-tax other income) $ 83 $ - $ 83 Pre-Tax Tax After-Tax Three months ended June 30, 2021 Pension liability activity: Reclassification adjustment for amortization of net loss (pre-tax other income) $ 156 $ - $ 156 Pre-Tax Tax After-Tax Six months ended June 30, 2022 Pension liability activity: Reclassification adjustment for amortization of net loss (pre-tax other income) $ 167 - $ 167 Pre-Tax Tax After-Tax Six months ended June 30, 2021 Pension liability activity: Reclassification adjustment for amortization of net loss (pre-tax other income) $ 312 $ - $ 312 |
Components of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive loss consist of the following: June 30, December 31, 2022 2021 Unrecognized pension cost, net of tax of $ 6,282 and $ 6,282 , respectively $ ( 5,355 ) $ ( 5,522 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Valuation Assumptions, Options | The fair value of unvested cash settled stock appreciation rights as of June 30, 2022 was estimated using the Black-Scholes option valuation model with the following assumptions: Expected Risk Free Expected Dividend Interest Fair Value Grant Year Grant Date Expected Life Volatility Yield Rate Per Award 2020 1/24/2020 4.1 years 89.91 % 0.00 % 2.98 % $ 2.85 2020 9/14/2020 4.5 years 86.68 % 0.00 % 2.99 % $ 2.75 2020 11/30/2020 4.7 years 85.24 % 0.00 % 3.00 % $ 2.64 2021 1/5/2021 4.8 years 84.45 % 0.00 % 3.00 % $ 2.69 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Components of Net Periodic Benefit Cost | The components of net periodic benefit cost (benefit) for the three and six months ended June 30, 2022 and 2021, are as follows: Three Months Ended Six Months Ended June 30, June 30, Pension Benefits 2022 2021 2022 2021 Interest cost $ 276 $ 236 $ 552 $ 472 Expected return on plan assets ( 617 ) ( 584 ) ( 1,234 ) ( 1,168 ) Amortization of unrecognized net loss 83 156 167 312 $ ( 258 ) $ ( 192 ) $ ( 515 ) $ ( 384 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Weighted Average Common Shares Outstanding | The weighted-average common shares outstanding are as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 Weighted average common shares outstanding 15,919,436 14,863,069 15,799,456 14,783,459 Issuance of warrants 8,580,348 5,297,341 8,194,871 5,300,740 Weighted average common shares outstanding - basic 24,499,784 20,160,410 23,994,327 20,084,199 Issuance of contingent warrants - - - - Weighted average common shares outstanding - diluted 24,499,784 20,160,410 23,994,327 20,084,199 |
Restructuring and Impairment _2
Restructuring and Impairment Charges (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Components of Restructuring and Impairment Charges | Restructuring and impairment charges are reported as a separate line item on the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021, and are detailed below: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Impairment and loss on disposal of machinery and equipment $ - $ - $ - $ 1,591 Employee severance and retention - ( 24 ) - ( 5 ) Other charges related to facility closure - ( 96 ) - 4,944 Total restructuring and impairment costs $ - $ ( 120 ) $ - $ 6,530 |
Schedule of Restructuring Reserve Activity | Accrued as of December 31, 2021 Cash Non-cash charges Cash payments Accrued as of June 30, 2022 Impairment and loss on disposal of machinery and equipment $ - $ - Employee severance and retention 163 - ( 163 ) - Other charges related to facility closure - - Total restructuring and impairment costs $ 163 $ - $ - $ ( 163 ) $ - Accrued as of December 31, 2020 Cash Non-cash charges Cash payments Accrued as of Impairment and loss on disposal of machinery and equipment $ - $ 269 $ - Employee severance and retention 1,596 ( 80 ) ( 1,238 ) 278 Other charges related to facility closure 251 6,437 ( 96 ) ( 6,688 ) - Total restructuring and impairment costs $ 1,847 $ 6,437 $ 93 $ ( 7,926 ) $ 278 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Contract assets | $ 0 | $ 0 |
Deferred revenue and customer deposits | 19,597,000 | $ 4,807,000 |
Performance obligation | $ 40,635,000 | |
Minimum [Member] | Railcar Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract payment term | 5 days | |
Minimum [Member] | Parts Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract payment term | 30 days | |
Maximum [Member] | Railcar Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract payment term | 10 days | |
Maximum [Member] | Parts Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract payment term | 45 days |
Revenue Recognition (Schedule o
Revenue Recognition (Schedule of Revenue Recognition) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | $ 55,957 | $ 36,539 | $ 148,376 | $ 67,834 |
Leasing revenues | 829 | 815 | 1,646 | 1,890 |
Total revenues | 56,786 | 37,354 | 150,022 | 69,724 |
Railcar Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | 52,764 | 34,371 | 142,072 | 63,300 |
Parts Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from contracts with customers | $ 3,193 | $ 2,168 | $ 6,304 | $ 4,534 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 2 |
Number of Reportable Segments | 1 |
Segment Information (Schedule o
Segment Information (Schedule of Segment Reporting Information, by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 56,786 | $ 37,354 | $ 150,022 | $ 69,724 | |
Operating income (loss) | 2,536 | (4,177) | 1,881 | (18,662) | |
Loss on change in fair market value of warrant liability | 18,746 | 3,452 | (1,984) | (18,676) | |
Consolidated other income | 661 | 230 | 2,157 | 345 | |
Restructuring and impairment charges | 0 | (120) | 0 | 6,530 | |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 56,786 | 37,354 | 150,022 | 69,724 | |
Operating income (loss) | 2,536 | (4,177) | 1,881 | (18,662) | |
Consolidated interest expense | (5,757) | (3,212) | (11,462) | (5,714) | |
Loss on change in fair market value of warrant liability | 18,746 | 3,452 | 1,984 | (18,676) | |
Consolidated other income | 661 | 230 | 2,157 | 345 | |
Income (loss) before income taxes | 16,186 | (3,707) | (9,408) | (42,707) | |
Depreciation and amortization | 1,036 | 999 | 2,060 | 2,196 | |
Capital expenditures | 1,848 | 891 | 2,808 | 1,433 | |
Operating Segments [Member] | Manufacturing [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 53,606 | 35,158 | 143,731 | 65,177 | |
Operating income (loss) | [1] | 4,900 | 237 | 13,416 | (5,781) |
Depreciation and amortization | 869 | 854 | 1,736 | 1,921 | |
Capital expenditures | 1,482 | 697 | 2,442 | 1,042 | |
Operating Segments [Member] | Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 3,180 | 2,196 | 6,291 | 4,547 | |
Operating income (loss) | (2,364) | (4,414) | (11,535) | (12,881) | |
Depreciation and amortization | 167 | 145 | 324 | 275 | |
Capital expenditures | $ 366 | $ 194 | $ 366 | $ 391 | |
[1] Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Revenues: Manufacturing $ 53,606 $ 35,158 $ 143,731 $ 65,177 Corporate and Other 3,180 2,196 6,291 4,547 Consolidated revenues $ 56,786 $ 37,354 $ 150,022 $ 69,724 Operating income (loss): Manufacturing (1) $ 4,900 $ 237 $ 13,416 $ ( 5,781 ) Corporate and Other ( 2,364 ) ( 4,414 ) ( 11,535 ) ( 12,881 ) Consolidated operating income (loss) 2,536 ( 4,177 ) 1,881 ( 18,662 ) Consolidated interest expense ( 5,757 ) ( 3,212 ) ( 11,462 ) ( 5,714 ) Gain (loss) on change in fair market value of warrant liability 18,746 3,452 ( 1,984 ) ( 18,676 ) Consolidated other income 661 230 2,157 345 Consolidated income (loss) before income taxes $ 16,186 $ ( 3,707 ) $ ( 9,408 ) $ ( 42,707 ) Depreciation and amortization: Manufacturing $ 869 $ 854 $ 1,736 $ 1,921 Corporate and Other 167 145 324 275 Consolidated depreciation and amortization $ 1,036 $ 999 $ 2,060 $ 2,196 Capital expenditures: Manufacturing $ 1,482 $ 697 $ 2,442 $ 1,042 Corporate and Other 366 194 366 391 Consolidated capital expenditures $ 1,848 $ 891 $ 2,808 $ 1,433 (1) There were no restructuring and impairment charges for the three and six months ended June 30, 2022 . Results for the three and six months ended June 30, 2021 include restructuring and impairment charges (benefits) of ($ 120 ) and $ 6,530 , respectively. |
Segment Information (Reconcilia
Segment Information (Reconciliation of Assets from Segment to Consolidated) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 212,354 | $ 200,664 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total operating assets | 212,271 | 200,485 |
Consolidated income taxes receivable | 83 | 179 |
Total assets | 212,354 | 200,664 |
Operating Segments [Member] | Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total operating assets | 179,525 | 154,068 |
Operating Segments [Member] | Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total operating assets | $ 32,746 | $ 46,417 |
Segment Information (Geographic
Segment Information (Geographic Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 56,786 | $ 37,354 | $ 150,022 | $ 69,724 | |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 56,786 | 37,354 | 150,022 | 69,724 | |
Long-Lived Assets | 55,169 | 55,169 | $ 55,065 | ||
Operating Segments [Member] | United States [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 56,772 | 37,354 | 150,008 | 69,724 | |
Long-Lived Assets | 24,243 | 24,243 | 24,967 | ||
Operating Segments [Member] | Mexico [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 14 | $ 0 | 14 | ||
Long-Lived Assets | $ 30,926 | $ 30,926 | $ 30,098 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | |
Common Stock, No Par Value | 0.01 | $ 0.01 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value, Assets Measured on Recurring Basis and Non-Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 34,498 | $ 32,514 |
Fair Value, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Railcars available for lease, net | 6,638 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Railcars available for lease, net | 0 | |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 34,498 | 32,514 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Railcars available for lease, net | 0 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Railcars available for lease, net | $ 6,638 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | $ 3,927 | $ 4,957 |
Customer Deposit [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | 282 | 282 |
Restricted Cash To Collateralize Standby Letters Of Credit [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | 103 | 1,133 |
Restricted Cash Equivalents To Collateralize Standby Letters Of Credit [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | $ 3,542 | $ 3,542 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventory Current) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 57,609 | $ 34,885 |
Work in process | 13,728 | 11,306 |
Finished new railcars | 0 | 4,696 |
Parts inventory | 4,508 | 5,125 |
Total inventories, net | $ 75,845 | $ 56,012 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 1,669 | $ 1,621 |
Debt Financing and Revolving _3
Debt Financing and Revolving Credit Facilities (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Apr. 04, 2022 $ / shares | Dec. 30, 2021 USD ($) | Dec. 28, 2021 USD ($) | Aug. 06, 2021 USD ($) | Jul. 31, 2021 USD ($) | May 14, 2021 USD ($) | Nov. 24, 2020 USD ($) | Oct. 08, 2020 USD ($) | Jul. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Feb. 23, 2022 USD ($) | Dec. 31, 2020 $ / shares | Oct. 13, 2020 USD ($) | |
Line of Credit Facility [Line Items] | |||||||||||||||
Rent Under Forbearance Agreement | $ 715 | ||||||||||||||
Common Stock | shares | 16,700,850 | 15,947,228 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||
Class Of Warrant Or Right, Percentage Of Oustanding Common Shares | 23% | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 6,623,724 | 6,098,217 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||
Letter of Credit [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Equity Fee | $ 500 | ||||||||||||||
Siena Loan Agreement [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 556 | $ 122 | |||||||||||||
deferred financing costs, gross | $ 1,101 | 1,037 | |||||||||||||
Maximum borrowing capacity, description | the outstanding balance of all Revolving Loans may not exceed the lesser of (A) the Maximum Revolving Facility Amount minus the Availability Block and (B) an amount equal to the issued and undrawn portion of the Third Amendment Letter of Credit (as defined above) minus the Availability Block. The term “Availability Block”, as defined in the Amended and Restated Loan and Security Agreement, means 3.0% of the issued and undrawn amount under the Third Amendment Letter of Credit. | ||||||||||||||
Issued and undrawn amount, Percentage | 3% | ||||||||||||||
Maximum borrowing capacity | $ 20,000 | 25,000 | $ 35,000 | ||||||||||||
Outstanding borrowings | $ 25,010 | 24,026 | |||||||||||||
Value of eligible accounts | 85% | ||||||||||||||
Liquidation value | 85% | ||||||||||||||
Cost of eligible inventory | 50% | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||||||||||
Interest rate | 6.25% | ||||||||||||||
Term Loan Credit Agreement [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
deferred financing costs | $ 480 | $ 2,872 | $ 2,324 | $ 2,660 | |||||||||||
Aggregate principal amount | $ 71,000 | $ 56,000 | $ 40,000 | $ 40,000 | |||||||||||
Class of warrant or right percentage of outstanding common shares | 5% | ||||||||||||||
Term | 10 years | 5 years | |||||||||||||
Additional loan amount | 15,000 | $ 16,000 | $ 16,000 | ||||||||||||
Debt Instrument Covenant For Additional Financing | $ 15,000 | ||||||||||||||
Debt instrument, Additional loan amount to be funded | $ 15,000 | ||||||||||||||
Interest rate | 14% | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,439,940 | 0 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | ||||||||||||||
Additional warrant liability | $ 7,351 | ||||||||||||||
Term Loan Credit Agreement [Member] | Letter of Credit [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Aggregate principal amount | $ 25,000 | ||||||||||||||
Term Loan Credit Agreement Third Amendment [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Common Stock | shares | 1,547,266 | ||||||||||||||
Equity fees, Shares | shares | 879,012 | ||||||||||||||
Percentage of common stock | 5% | ||||||||||||||
Rail repayment liquidity condition to covert equity fee to cash | $ 15,000 | ||||||||||||||
Cash fee | $ 1,000 | ||||||||||||||
Percentage of common stock, Maximum | 9.99% | ||||||||||||||
Equity Fee | $ 1,000 | ||||||||||||||
Delayed Draw Loan [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Warrants outstanding term | 10 years | ||||||||||||||
Class Of Warrant Or Right, Percentage Of Oustanding Common Shares | 3% | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | ||||||||||||||
M & T Bank [Member] | Revolving Credit Facility [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of Credit Facility, Collateral | 6,549 | 6,638 | |||||||||||||
Maximum borrowing capacity | $ 40,000 | ||||||||||||||
Outstanding borrowings | $ 7,444 | $ 7,917 | |||||||||||||
Interest coverage ratio | Item | 1.25 | ||||||||||||||
Interest rate | 5.75% | ||||||||||||||
Warrant Acquisition Agreement [Member] | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Class of warrant or right percentage of outstanding common shares | 5% | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,439,940 | 1,325,699 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | $ 0.01 |
Debt Financing and Revolving _4
Debt Financing and Revolving Credit Facilities (Fair Value of Warrant) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Abstract] | ||||
Warrant liability | $ 32,514 | |||
Change in fair value | $ (18,746) | $ (3,452) | 1,984 | $ 18,676 |
Warrant liability | $ 34,498 | $ 34,498 |
Debt Financing and Revolving _5
Debt Financing and Revolving Credit Facilities (Long-Term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | May 14, 2021 | Nov. 24, 2020 |
Debt Instrument [Line Items] | ||||
Total Debt | $ 90,454 | $ 89,221 | ||
Total debt, net of discount and deferred financing costs | 81,960 | 79,484 | ||
Less amounts due within one year | 0 | 0 | ||
Long-term debt, net of current portion | 81,960 | 79,484 | ||
M&T Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Total Debt | 7,444 | 7,917 | ||
Siena Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Total Debt | 25,010 | 24,026 | ||
Term Loan Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Total Debt | 58,000 | 57,278 | ||
discount | (6,170) | (7,077) | ||
deferred financing costs | $ (2,324) | $ (2,660) | $ (480) | $ (2,872) |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Schedule of Changes in Accumulated Other Comprehensive Income (Loss)) (Details) - Reclassification out of Accumulated Other Comprehensive Income [Member] - Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent [Member] - Pension Benefits [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Pre-Tax | $ 83 | $ 156 | $ 167 | $ 312 |
After-Tax | $ 83 | $ 156 | $ 167 | $ 312 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss (Components of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive loss, net of tax | $ (10,151) | $ (26,028) | $ (1,656) | $ (12,353) | $ (8,460) | $ 30,497 |
Pension Benefits [Member] | Accumulated Defined Benefit Plans Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive loss, net of tax | (5,355) | (5,522) | ||||
Accumulated other comprehensive loss, tax | $ 6,282 | $ 6,282 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock-based compensation recognized | $ (2,754) | $ 300 | $ 1,490 | $ 2,961 | ||
Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Remaining requisite service period | 25 months | |||||
Unearned compensation | 1,466 | $ 1,466 | ||||
Time-Vested Stock Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Unearned compensation related to options | 1,401 | $ 1,401 | ||||
Remaining service period | 28 months | |||||
Stock Appreciation Rights (SARs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting Period | 3 years | |||||
Award contractual term | 10 years | |||||
Allocated share based compensation expense (income) | (2,951) | $ 127 | $ 808 | $ 2,679 | ||
Estimated fair value | $ 3,212 | $ 3,212 | ||||
Stock appreciation award vesting rights | Vesting of the 2021 cash settled stock appreciation rights was contingent upon the achievement of a thirty-day trailing average fair market value of a share of Common Stock of 133.3% ($3.17) | |||||
Exercise price | $ 2.38 | |||||
Certain Employees [Member] | Stock Appreciation Rights (SARs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Granted (shares) | 1,735,500 | |||||
Granted | 1,139,464 |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) - Stock Appreciation Rights (SARs) [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
1/24/2020 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Grant Year | 2020 |
Grant Date | Jan. 24, 2020 |
Expected Life | 4 years 1 month 6 days |
Expected Volatility | 89.91% |
Expected Dividend Yield | 0% |
Risk Free Interest Rate | 2.98% |
Fair Value Per Award | $ 2.85 |
9/14/2020 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Grant Year | 2020 |
Grant Date | Sep. 14, 2020 |
Expected Life | 4 years 6 months |
Expected Volatility | 86.68% |
Expected Dividend Yield | 0% |
Risk Free Interest Rate | 2.99% |
Fair Value Per Award | $ 2.75 |
11/30/2020 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Grant Year | 2020 |
Grant Date | Nov. 30, 2020 |
Expected Life | 4 years 8 months 12 days |
Expected Volatility | 85.24% |
Expected Dividend Yield | 0% |
Risk Free Interest Rate | 3% |
Fair Value Per Award | $ 2.64 |
1/5/2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Grant Year | 2021 |
Grant Date | Jan. 05, 2021 |
Expected Life | 4 years 9 months 18 days |
Expected Volatility | 84.45% |
Expected Dividend Yield | 0% |
Risk Free Interest Rate | 3% |
Fair Value Per Award | $ 2.69 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - Pension Benefits [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Expected total contributions for current fiscal year | $ 0 | $ 0 | ||
Employer contributions | $ 0 | $ 0 | $ 0 | $ 0 |
Employee Benefit Plans (Compone
Employee Benefit Plans (Components of Net Periodic Benefit Cost) (Details) - Pension Benefits [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Interest cost | $ 276 | $ 236 | $ 552 | $ 472 |
Expected return on plan assets | (617) | (584) | (1,234) | (1,168) |
Amortization of unrecognized net (gain) loss | 83 | 156 | 167 | 312 |
Total net periodic benefit cost | $ (258) | $ (192) | $ (515) | $ (384) |
Contingencies and Legal Settl_2
Contingencies and Legal Settlements (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Loss Contingencies [Line Items] | |
Reserve for probable and estimated liabilities | $ 0.4 |
Loss Per Share (Weighted Averag
Loss Per Share (Weighted Average Common Shares Outstanding) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding | 15,919,436 | 14,863,069 | 15,799,456 | 14,783,459 |
Issuance of warrants | 8,580,348 | 5,297,341 | 8,194,871 | 5,300,740 |
Weighted average common shares outstanding (shares) | 24,499,784 | 20,160,410 | 23,994,327 | 20,084,199 |
Issuance of contingent warrants | ||||
Weighted average diluted common shares outstanding (shares) | 24,499,784 | 20,160,410 | 23,994,327 | 20,084,199 |
Loss Per Share (Narrative) (Det
Loss Per Share (Narrative) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive common shares excluded from computation of earnings per share amount | 1,759,997 | 1,329,429 | 1,727,421 | 1,531,864 |
Restructuring and Impairment _3
Restructuring and Impairment Charges (Narrative) (Details) $ in Thousands | Oct. 08, 2020 USD ($) |
Shoals Facility [Member] | Facility Closing [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Fair value of property, plant and equipment | $ 10,148 |
Restructuring and Impairment _4
Restructuring and Impairment Charges (Components of Restructuring and Impairment Charges) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | ||||
Impairment and loss on disposal of machinery and equipment | $ 0 | $ 1,591 | ||
Employee severance and retention | 0 | (24) | (5) | |
Other charges related to facility closure | 0 | (96) | 4,944 | |
Total restructuring and impairment charges | $ 0 | $ (120) | $ 0 | $ 6,530 |
Restructuring and Impairment _5
Restructuring and Impairment Charges (Schedule Of Restructuring Reserve Activity) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Accrued | $ 163 | $ 1,847 |
Cash Charges | 0 | 6,437 |
Non-cash charges | 0 | 93 |
Cash payments | (163) | (7,926) |
Accrued | 278 | |
Impairment And Loss On Right Of Use Asset [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued | 0 | 0 |
Non-cash charges | 269 | |
Accrued | 0 | 0 |
Employee Severance And Retention [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued | 163 | 1,596 |
Non-cash charges | 0 | (80) |
Cash payments | (163) | (1,238) |
Accrued | 278 | |
Other Charges Related To Facility Closure [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued | 0 | 251 |
Cash Charges | 6,437 | |
Non-cash charges | (96) | |
Cash payments | (6,688) | |
Accrued | $ 0 |
Related Parties (Narrative) (De
Related Parties (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Related party asset | $ 5,121 | $ 5,121 | $ 8,680 | |||
Related party accounts payable | 5,454 | $ 5,454 | 8,870 | |||
Fasemex [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage Of Common Stock Outstanding | 12.50% | |||||
Prepaid inventory | 575 | $ 575 | 4,134 | |||
Other receivables | 4,546 | 4,546 | 4,546 | |||
Related party accounts payable | 5,008 | 5,008 | 8,291 | |||
Related Party Transaction, Expenses from Transactions with Related Party | 4,447 | $ 13,400 | 16,656 | $ 18,100 | ||
Distribuciones Industrials [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party costs | 563 | 500 | 1,072 | 900 | ||
Related party accounts payable | 202 | 202 | 291 | |||
Maquinaria y equipo de transporte | ||||||
Related Party Transaction [Line Items] | ||||||
Related party costs | 812 | $ 300 | 1,412 | $ 400 | ||
Related party accounts payable | 244 | $ 244 | $ 288 | |||
Warrantholder | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage Of Common Stock Outstanding | 38% | |||||
Interest expense related party | 2,084 | $ 4,120 | ||||
Interest paid in cash | 1,726 | 3,398 | ||||
Interest paid in kind | 358 | 722 | ||||
Warrantholder | Standby Letters of Credit [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Equity fees | $ 1,000 | 2,000 | ||||
Cash fees | $ 125 | $ 247 |
Subsequent Event (Narrative) (D
Subsequent Event (Narrative) (Details) - Subsequent Event - USD ($) $ in Millions | 3 Months Ended | |
Jul. 19, 2022 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||
Line of credit facility, increase amount | $ 27.6 | |
Percentage of Future benefit obligations | 67.70% | |
Non cash pre tax pension settlement charge | $ 8.1 |