Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
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 $0.01 per share | |
Trading Symbol | RAIL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,541,920 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001320854 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash, cash equivalents and restricted cash equivalents | $ 31,556 | $ 54,047 |
Restricted certificates of deposit | 182 | 182 |
Accounts receivable, net of allowance for doubtful accounts of $1,006 and $1,235 respectively | 6,217 | 9,421 |
VAT receivable | 13,216 | 4,462 |
Inventories, net | 37,054 | 38,831 |
Assets held for sale | 10,383 | |
Prepaid expenses | 8,998 | 3,652 |
Total current assets | 97,223 | 120,978 |
Property, plant and equipment, net | 19,516 | 19,642 |
Railcars available for lease, net | 20,791 | 20,933 |
Right of use asset | 17,712 | 18,152 |
Other long-term assets | 2,828 | 3,037 |
Total assets | 158,070 | 182,742 |
Current liabilities | ||
Accounts and contractual payables | 27,168 | 18,654 |
Accrued payroll and other employee costs | 1,282 | 2,505 |
Reserve for workers’ compensation | 2,629 | 2,645 |
Accrued warranty | 4,008 | 5,216 |
Customer deposits | 4,351 | |
Deferred income state and local incentives, current | 1,842 | 2,219 |
Lease liability, current | 2,027 | 11,635 |
Current portion of long-term debt | 19,315 | 17,605 |
Other current liabilities | 3,578 | 6,319 |
Total current liabilities | 61,849 | 71,149 |
Long-term debt, net of current portion | 36,811 | 37,668 |
Warrant liability | 34,858 | 12,730 |
Accrued pension costs | 6,698 | 7,046 |
Deferred income state and local incentives, long-term | 2,325 | 2,503 |
Lease liability, long-term | 18,074 | 18,549 |
Other long-term liabilities | 5,162 | 2,600 |
Total liabilities | 165,777 | 152,245 |
Stockholders' 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 March 31, 2021 and December 31, 2020) | ||
Common stock, $0.01 par value, 50,000,000 shares authorized, 16,033,481 and 15,861,406 shares issued at March 31, 2021 and December 31, 2020, respectively | 161 | 159 |
Additional paid in capital | 82,519 | 82,064 |
Treasury stock, at cost, 446,587 and 327,577 shares at March 31, 2021 and December 31, 2020, respectively | (1,782) | (1,344) |
Accumulated other comprehensive loss | (11,607) | (11,763) |
Accumulated deficit | (76,998) | (38,619) |
Total stockholders' equity (deficit) | (7,707) | 30,497 |
Total liabilities and stockholders’ equity | $ 158,070 | $ 182,742 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 1,006 | $ 1,235 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 16,033,481 | 15,861,406 |
Treasury stock, shares at cost | 446,587 | 327,577 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Condensed Consolidated Statements of Operations [Abstract] | ||
Revenues | $ 32,370 | $ 5,197 |
Cost of sales | 30,566 | 14,000 |
Gross profit (loss) | 1,804 | (8,803) |
Selling, general and administrative expenses | 9,151 | 7,410 |
Restructuring and impairment charges | 6,650 | 880 |
Operating loss | (13,997) | (17,093) |
Interest expense | (2,502) | (296) |
Loss on change in fair market value of warrant liability | (22,128) | |
Other income | 115 | 224 |
Loss before income taxes | (38,512) | (17,165) |
Income tax benefit | (133) | (2) |
Net loss | (38,379) | (17,163) |
Less Net loss attributable to noncontrolling interest in JV | (216) | |
Net loss attributable to FreightCar America | $ (38,379) | $ (16,947) |
Net loss per common share attributable to FreightCar America- basic | $ (1.92) | $ (1.29) |
Net loss per common share attributable to FreightCar America- diluted | $ (1.92) | $ (1.29) |
Weighted average common shares outstanding - basic | 20,001,505 | 12,366,880 |
Weighted average common shares outstanding - diluted | 20,001,505 | 12,366,880 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Loss [Abstract] | ||
Net loss | $ (38,379) | $ (17,163) |
Other comprehensive income net of tax: | ||
Pension and postretirement liability adjustments, net of tax | 156 | 141 |
Comprehensive loss | $ (38,223) | $ (17,022) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid In Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings (Deficit) [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2019 | $ 127 | $ 83,027 | $ (989) | $ (10,780) | $ 45,824 | $ (55) | $ 117,154 |
Balance (Shares) at Dec. 31, 2019 | 12,731,678 | 44,855 | |||||
Net loss | (16,947) | (216) | (17,163) | ||||
Other comprehensive income | 141 | 141 | |||||
Restricted stock awards | $ 6 | (6) | |||||
Restricted stock awards, shares | 587,519 | ||||||
Employee stock settlement | $ (9) | (9) | |||||
Employee stock settlement, shares | (5,717) | ||||||
Forfeiture of restricted stock awards | 126 | $ (126) | |||||
Forfeiture of restricted stock awards, shares | (102,045) | ||||||
Stock-based compensation recognized | 227 | 227 | |||||
Balance at Mar. 31, 2020 | $ 133 | 83,374 | $ (1,124) | (10,639) | 28,877 | $ (271) | 100,350 |
Balance (Shares) at Mar. 31, 2020 | 13,319,197 | 152,617 | |||||
Balance at Dec. 31, 2020 | $ 159 | 82,064 | $ (1,344) | (11,763) | (38,619) | 30,497 | |
Balance (Shares) at Dec. 31, 2020 | 15,861,406 | 327,577 | |||||
Net loss | (38,379) | (38,379) | |||||
Other comprehensive income | 156 | 156 | |||||
Restricted stock awards | $ 2 | (2) | |||||
Restricted stock awards, shares | 177,953 | ||||||
Employee stock settlement | (5) | $ (7) | (12) | ||||
Employee stock settlement, shares | (1,378) | (2,215) | |||||
Forfeiture of restricted stock awards | 431 | $ (431) | |||||
Forfeiture of restricted stock awards, shares | (4,500) | (116,795) | |||||
Stock-based compensation recognized | 31 | 31 | |||||
Balance at Mar. 31, 2021 | $ 161 | $ 82,519 | $ (1,782) | $ (11,607) | $ (76,998) | $ (7,707) | |
Balance (Shares) at Mar. 31, 2021 | 16,033,481 | 446,587 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (38,379) | $ (17,163) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Restructuring and impairment charges | 6,650 | 880 |
Depreciation and amortization | 1,197 | 3,013 |
Non-cash lease expense on right-of-use assets | 440 | 990 |
Recognition of deferred income from state and local incentives | (555) | (555) |
Loss on change in fair market value for warrant liability | 22,128 | |
Stock-based compensation recognized | 2,662 | 227 |
Non-cash interest expense | 982 | |
Other non-cash items, net | (36) | 1,868 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 3,204 | 1,265 |
VAT receivable | (8,754) | 8 |
Inventories | 3,419 | (17,809) |
Other assets | (5,133) | (1,273) |
Accounts and contractual payables | 320 | 6,953 |
Accrued payroll and employee benefits | (1,166) | (654) |
Income taxes receivable/payable | (134) | (8) |
Accrued warranty | (1,208) | (312) |
Lease liability | (577) | (1,686) |
Other liabilities | (7,114) | 18,443 |
Accrued pension costs and accrued postretirement benefits | (222) | (214) |
Net cash flows used in operating activities | (22,276) | (6,027) |
Cash flows from investing activities | ||
Maturity of restricted certificates of deposit | 3,769 | |
Purchase of property, plant and equipment | (542) | (3,670) |
Proceeds from sale of property, plant and equipment and railcars available for lease | 373 | 164 |
Net cash flows (used in) provided by investing activities | (169) | 263 |
Cash flows from financing activities | ||
Borrowings on revolving line of credit | 165 | |
Repayments on revolving line of credit | (165) | |
Employee stock settlement | (7) | (9) |
Payment for stock appreciation rights exercised | 39 | |
Net cash flows used in financing activities | (46) | (9) |
Net decrease in cash and cash equivalents | (22,491) | (5,773) |
Cash, cash equivalents and restricted cash equivalents at beginning of period | 54,047 | 66,257 |
Cash, cash equivalents and restricted cash equivalents at end of period | 31,556 | 60,484 |
Supplemental cash flow information | ||
Interest paid | 1,180 | 143 |
Income tax refunds received, net of payments | 5 | |
Non-cash transactions | ||
Change in unpaid construction in process | 114 | $ 419 |
Accrued PIK interest paid through issuance of PIK Note | $ 256 |
Description of the Business
Description of the Business | 3 Months Ended |
Mar. 31, 2021 | |
Description of the Business [Abstract] | |
Description of the Business | Note 1 – Description of the Business FreightCar America, Inc. (“FreightCar”) 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”). During 2019, the Company entered into a joint venture arrangement with Fabricaciones y Servicios de México, S.A. de C.V. (“Fasemex”), a Mexican company with operations in both Mexico and the United States to manufacture railcars in Castaños , in exchange for a 50 % interest in the operation. Production of railcars at the Castaños facility began during the third quarter of 2020. On October 16, 2020, the Company acquired Fasemex’s 50 % ownership in the joint venture. As of March 2021, the Company has moved all of its production to the Castaños facility. The Company ceased operations at its Roanoke Virginia manufacturing facility (the “Roanoke Facility”) and vacated the facility as of March 31, 2020. On September 10, 2020, the Company announced its plan to permanently close its manufacturing facility in Cherokee, Alabama (the “Shoals Facility”) in light of the ongoing cyclical industry downturn, which has been magnified by the global pandemic. The closure will reduce costs and align the Company’s manufacturing capacity with the current rail car market. The Company ceased production at the Shoals Facility in February 2021. See Note 14 – Restructuring and Impairment Charges. We are closely monitoring the spread and impact of the COVID-19 pandemic and are continually assessing its potential effects on our business and our financial performance as well as the businesses of our customers and vendors. The Company cannot predict the duration or severity of the COVID-19 pandemic, and we cannot reasonably estimate the financial impact the COVID-19 outbreak will have on our results and significant estimates going forward. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation [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 months ended March 31, 2021 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 2020 year-end balance sheet data was derived from the audited financial statements as of December 31, 2020. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. 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, 2020. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 3 – Revenue Recognition The following table disaggregates the Company’s revenues by major source: Three months ended March 31, 2021 2020 Railcar sales $ 28,929 $ 1,526 Parts sales 2,328 2,213 Other sales 38 - Revenues from contracts with customers 31,295 3,739 Leasing revenues 1,075 1,458 Total revenues $ 32,370 $ 5,197 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 has no contract assets as of March 31, 2021. The Company had contract assets of $ 445 as of December 31, 2020 which were fully recognized as revenue during the three months ended March 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 included in customer deposits, other current liabilities and other long-term liabilities in the Company’s Condensed Consolidated Balance Sheet were $ 0 and $ 6,930 as of March 31, 2021 and December 31, 2020, 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 March 31, 2021 with expected duration of greater than one year of $ 14,850 . |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Information [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 March 31, 2021 2020 Revenues: Manufacturing $ 30,019 $ 2,940 Corporate and Other 2,351 2,257 Consolidated revenues $ 32,370 $ 5,197 Operating loss: Manufacturing (1) $ ( 5,530 ) $ ( 11,800 ) Corporate and Other ( 8,467 ) ( 5,293 ) Consolidated operating loss ( 13,997 ) ( 17,093 ) Consolidated interest expense ( 2,502 ) ( 296 ) Loss on change in fair market value of warrant liability ( 22,128 ) - Consolidated other income 115 224 Consolidated loss before income taxes $ ( 38,512 ) $ ( 17,165 ) Depreciation and amortization: Manufacturing $ 1,067 $ 2,795 Corporate and Other 130 218 Consolidated depreciation and amortization $ 1,197 $ 3,013 Capital expenditures: Manufacturing $ 345 $ 2,920 Corporate and Other 197 750 Consolidated capital expenditures $ 542 $ 3,670 (1) Results for the three months ended March 31, 2021 and 2020 include restructuring and impairment charges of $ 6,650 and $ 880 , respectively. March 31, December 31, 2021 2020 Assets: Manufacturing $ 110,145 $ 114,669 Corporate and Other 47,765 68,046 Total operating assets 157,910 182,715 Consolidated income taxes receivable 160 27 Consolidated assets $ 158,070 $ 182,742 Geographic Information Revenues Long Lived Assets(a) Three Months Ended March 31, March 31, December 31, 2021 2020 2021 2020 United States $ 32,370 $ 5,197 $ 26,772 $ 48,126 Mexico - - 31,247 20,984 Total $ 32,370 $ 5,197 $ 58,019 $ 69,110 (a) Long lived assets include property plant and equipment, net, railcars available for lease, and ROU assets. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements [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 March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 7,662 $ - $ - $ 7,662 Restricted certificates of deposit $ 182 $ - $ - $ 182 Liabilities: Warrant liability $ - $ 34,858 $ - $ 34,858 Recurring Fair Value Measurements As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 7,993 $ - $ - $ 7,993 Restricted certificates of deposit $ 182 $ - $ - $ 182 Liabilities: Warrant liability $ - $ 12,730 $ - $ 12,730 Non-recurring Fair Value Measurements During the Year-Ended December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Assets held for sale $ - $ - $ 10,383 $ 10,383 Right of use assets $ - $ - $ 28,960 $ 28,960 Property, plant and equipment, net $ - $ - $ 11,515 $ 11,515 Railcars available for lease, net $ - $ - $ 13,175 $ 13,175 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 in an active market, exercise price ($ 0.01 /share) and number of shares exercisable at March 31, 2021 and December 31, 2020, is a Level 2 measurement. On September 10, 2020, the Company announced its plan to permanently close its Shoals Facility. In connection with the announcement, the Company estimated the fair value of the related asset group because it determined that an impairment trigger had occurred due to the shortened asset recoverability timeframe. Non-cash impairment charges of $ 8,978 for property, plant and equipment at the Shoals Facility and $ 17,540 for the right of use asset were recognized during September 2020. Assets held for sale represents property, plant and equipment to be sold or transferred to the Shoals landlord as consideration for the landlord’s entry into the lease amendment. During the fourth quarter of 2020, the oil and gas proppants (or “frac sand”) industry continued to experience economic pressure created by low oil prices, reduced fracking activity, and the ongoing economic impact of COVID-19. In particular, small cube covered hopper railcars are primarily used in North America to serve the frac sand industry. The Company believes that the events and circumstances that arose during the fourth quarter of 2020 constituted an impairment triggering event related to the small cube covered hopper car type in its leased railcar portfolio. During the fourth quarter of 2020, the Company recorded a pre-tax non-cash impairment charge of $ 16,952 related to its small cube covered hopper railcars. Additionally, the Company evaluated the ROU asset associated with its leased railcar portfolio of small cube covered hopper railcars and determined that these assets were impaired based on consideration of an expected decline in future cash flows over the remaining lease term, which resulted in an additional pre-tax non-cash impairment charge of approximately $ 1,999 during the fourth quarter of 2020. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2021 | |
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: March 31, December 31, 2021 2020 Restricted cash from customer deposit $ 2,029 $ 3,204 Restricted cash to collateralize standby letters of credit 3,193 3,396 Restricted cash equivalents to collateralize standby letters of credit 3,360 3,855 Restricted cash equivalents - other 181 - Total restricted cash $ 8,763 $ 10,455 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventories [Abstract] | |
Inventories | Note 7 – Inventories Inventories, net of reserve for excess and obsolete items, consist of the following: March 31, December 31, 2021 2020 Work in process $ 32,316 $ 34,355 Parts inventory 4,738 4,476 Total inventories, net $ 37,054 $ 38,831 Inventory on the Company’s Condensed Consolidated Balance Sheets includes reserves of $ 2,558 and $ 9,836 relating to excess or slow-moving inventory and lower of cost or net realizable value for parts and work in process at March 31, 2021 and December 31, 2020, respectively. |
Debt Financing and Revolving Cr
Debt Financing and Revolving Credit Facilities | 3 Months Ended |
Mar. 31, 2021 | |
Debt Financing and Revolving Credit Facilities [Abstract] | |
Debt Financing and Revolving Credit Facilities | Note 8 – Debt Financing and Revolving Credit Facilities 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 “Loan Parties”), and Siena Lending Group LLC, as lender (“Siena”). Pursuant to the Siena Loan Agreement, Siena provided an asset backed credit facility, in the maximum aggregate principal amount of up to $ 20,000 , consisting of revolving loans. The Siena Loan Agreement replaced the Company’s prior revolving credit facility under the Credit and Security Agreement (the “BMO Credit Agreement”) dated as of April 12, 2019, among the Company and certain of its subsidiaries, as borrowers and guarantors, and BMO Harris Bank N.A., as lender, as amended from time to time, which was terminated effective October 8, 2020 and otherwise would have matured on April 12, 2024. The Siena Loan Agreement has a term ending on October 8, 2023. Revolving loans outstanding thereunder bear interest, subject to the provisions of the Siena Loan Agreement, at the Base Rate (as defined in the Siena Loan Agreement) plus 3.00 % per annum. As of March 31, 2021, the interest rate on outstanding debt under the Siena Loan Agreement was 6.26 %. The Siena Loan Agreement provides 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 limit 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 Siena from time to time in accordance with the Siena Loan Agreement. The Siena Loan Agreement contains affirmative and negative covenants, including, without limitation, limitations on future indebtedness, liens and investments. The Siena Loan Agreement also provides for customary events of default. Pursuant to the terms and conditions set forth in the Siena Loan Agreement, each of the Loan Parties granted Siena a continuing lien upon certain assets of the Loan Parties to secure the obligations of the Loan Parties under the Siena Loan Agreement. As of March 31, 2021, the Company had $ 7,039 in outstanding debt under the Siena Loan Agreement and remaining borrowing availability of $ 1,399 . As of December 31, 2020, the Company had $ 6,874 in outstanding debt under the Siena Loan Agreement and remaining borrowing availability of $ 9,701 . The Company incurred $ 1,101 in deferred financing costs related to the Siena Loan 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. Term Loan Credit Agreement On October 13, 2020, the Company entered into a Credit Agreement (the “Term Loan Credit Agreement”) by and among the Company, as guarantor, FreightCar North America (“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 described 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 Agreement. The deferred financing costs 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 Term Loan 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 March 31, 2021, the interest rate on outstanding debt 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. 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 the Company’s common stock, par value $ 0.01 per share, 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 March 31, 2021 and December 31, 2020, the Warrant was exercisable for an aggregate of 5,289,542 and 5,307,539 shares, respectively of common stock of the Company with a per share exercise price of $ 0.01 . T he 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. The following schedule shows the change in fair value of the Warrant as of March 31, 2021. Warrant liability as of December 31, 2020 $ 12,730 Change in fair value 22,128 Warrant liability as of March 31, 2021 $ 34,858 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. SBA Paycheck Protection Program Loan In March 2020, Congress passed the Paycheck Protection Program (“PPP”), authorizing loans to small businesses for use in paying employees that they continue to employ throughout the global pandemic and for rent, utilities and interest on mortgages. In June 2020, Congress enacted the Paycheck Protection Program Flexibility Act (“PPPFA”), amending the PPP. Loans obtained through the PPP, as amended, are eligible to be forgiven as long as the proceeds are used for qualifying purposes and certain other conditions are met. On April 16, 2020, the Company received a loan in the amount of $ 10,000 (the “PPP Loan”). Since the entire PPP Loan was used for payroll, utilities and interest, management anticipates that the majority of the PPP Loan will be forgiven. To the extent it is not forgiven, the Company would be required to repay that portion at an interest rate of 1 % over a period of two years , with $ 7,500 due in 2021 and with $ 2,500 due in 2022. The Company filed an application for PPP Loan forgiveness on October 28, 2020 along with a request for extension of the term of the PPP Loan to five years. 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 which will 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 ending on April 16 , 2021 (the “Term End”). Loans outstanding thereunder will 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. As of March 31, 2021 and December 31, 2020, FreightCar Leasing Borrower had $ 9,940 and $ 10,105 , respectively, in outstanding debt under the M&T Credit Agreement, which was collateralized by leased railcars with a carrying value of $6,936 and $6,975 , respectively. As of March 31, 2021, the interest rate on outstanding debt under the M&T Credit Agreement was 4.18 %. On August 7, 2020, FreightCar Leasing Borrower received notice (the “First Notice”) from M&T that, based on an appraisal (the “Appraisal”) conducted by a third party at the request of M&T with respect to the railcars in FreightCar Leasing Borrower’s Borrowing Base (as defined in the M&T Credit Agreement) under the M&T Credit Agreement, the unpaid principal balance under the M&T Credit Agreement exceeded the availability under the M&T Credit Agreement as of the date of the Appraisal by $ 5,081 (the “Payment Demand Amount”). In the First Notice, M&T Bank: (a) asserted that an Event of Default under the M&T Credit Agreement has occurred because FreightCar Leasing Borrower did not pay the Payment Demand Amount to M&T within five days of the asserted change in availability; (b) demanded payment of the amount within five days of the date of the First Notice; and (c) terminated the commitment to advance additional loans under the M&T Credit Agreement. On December 18, 2020, FreightCar Leasing Borrower received a revised notice (the “Second Notice,” and together with the First Notice, the “Notices”) from M&T asserting that: (a) as a result of the continuing Event of Default that M&T alleged to have occurred under the M&T Credit Agreement, M&T has declared a default and accelerated and demands immediate payment by FreightCar Leasing Borrower of $ 10,114 (the “Outstanding Amount”); (b) FreightCar Leasing Borrower is liable for all interest that continues to accrue on the Outstanding Amount; and (c) FreightCar Leasing Borrower is liable for all attorneys’ fees, costs and expenses as set forth in the M&T Credit Agreement. 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. Long-term debt consists of the following as of March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 M&T Credit Agreement outstanding $ 9,940 $ 10,105 SBA Payroll Protection Program Loan outstanding 10,000 10,000 Siena Loan Agreement outstanding 7,039 6,874 Term Loan Credit Agreement outstanding 40,256 40,000 Total debt 67,235 66,979 Less Term Loan Credit Agreement discount ( 8,438 ) ( 8,892 ) Less Term Loan Credit Agreement deferred financing costs ( 2,671 ) ( 2,814 ) Total debt, net of discount and deferred financing costs 56,126 55,273 Less amounts due within one year ( 19,315 ) ( 17,605 ) Long-term debt, net of current portion $ 36,811 $ 37,668 The fair value of long-term debt approximates its carrying value as of March 31, 2021 and December 31, 2020. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2021 | |
Accumulated Other Comprehensive Loss [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 March 31, 2021 Pension liability activity: Reclassification adjustment for amortization of net loss (pre-tax other income) $ 156 $ - $ 156 Pre-Tax Tax After-Tax Three months ended March 31, 2020 Pension liability activity: Reclassification adjustment for amortization of prior service cost (pre-tax other income) $ 140 $ - $ 140 The components of accumulated other comprehensive loss consist of the following: March 31, December 31, 2021 2020 Unrecognized pension cost, net of tax of $ 6,282 and $ 6,282 , respectively $ ( 11,607 ) $ ( 11,763 ) |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 10 – Stock-Based Compensation Total stock-based compensation was $ 2,662 and $ 227 for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, there was $ 1,218 of unearned compensation expense related to restricted stock awards, which will be recognized over the remaining weighed average requisite service period of 26 months. As of March 31, 2021, there was $ 1,277 of unearned compensation related to time-vested stock options, which will be recognized over the remaining requisite service period of 33 months. 2020 Grants of Stock Appreciation Rights During 2020, the Company granted 1,139,464 cash settled stock appreciation rights 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. The cash settled stock appreciation rights vest ratably over three year s and have a contractual life of 10 years. Cash settled stock appreciation rights are classified as liabilities. 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. 2021 Grants of Stock Appreciation Rights During the three months ended March 31, 2021, the Company granted 1,735,500 cash settled stock appreciation rights to certain employees. Each of the 2021 cash settled stock appreciation rights allows the holder to receive, upon exercise, and subject to the vesting restrictions, a distribution in cash equal to the excess of the fair market value of a share of the Company’s stock on the date of exercise over the exercise price. The 2021 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 is contingent upon the achievement of a thirty-day trailing average fair market value of a share of the Company’s 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. The 2021 cash settled stock appreciation rights are classified as liabilities. Because vesting of the 2021 cash settled stock appreciation rights included a market condition, the grant date fair market value of the 2021 cash settled stock appreciation rights of $ 1.74 was calculated using a Monte Carlo simulation model. During the three months ended March 31, 2021, the market condition for the 2021 cash settled stock appreciation rights was met. Thereafter the Company measures the fair value of the 2021 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 the 2021 cash settled stock appreciation rights until settlement. Fair value of vested 2021 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 the 2021 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 March 31, 2021 was $ 12,656 . Stock-based compensation for cash settled stock appreciation rights was $ 2,553 and $ 20 for the three months ended March 31, 2021 and 2020, respectively. The fair value of unvested cash settled stock appreciation rights as of March 31, 2021 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 5.1 years 71.67 % 0.00 % 0.93 % $ 5.45 2020 9/14/2020 5.5 years 70.66 % 0.00 % 1.00 % $ 5.30 2020 11/30/2020 5.7 years 70.21 % 0.00 % 1.03 % $ 5.11 2021 1/5/2021 5.8 years 69.82 % 0.00 % 1.05 % $ 5.19 |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2021 | |
Employee Benefit Plans [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 months ended March 31, 2021 and 2020, are as follows: Three Months Ended March 31, Pension Benefits 2021 2020 Interest cost $ 236 $ 358 Expected return on plan assets ( 584 ) ( 609 ) Amortization of unrecognized net loss 156 140 $ ( 192 ) $ ( 111 ) The Company made no contributions to the Company’s defined benefit pension plan for the three months ended March 31, 2021 and 2020. The Company expects to make no contributions to its pension plan in 2021. 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 | 3 Months Ended |
Mar. 31, 2021 | |
Contingencies and Legal Settlements [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. The Company received cash payments of $ 15,733 and $ 1,410 during 2015 and 2017, respectively, for Alabama state and local incentives related to its capital investment and employment levels at the Shoals Facility. Under the incentive agreements a certain portion of the incentives may be repayable by the Company if targeted levels of employment are not maintained for a period of up to six year s from the date of the incentive. In April 2021, the Company received a letter from representatives of the Shoals Economic Development Authority (“SEDA”) regarding repayment of local incentives. The Company views this notice as premature, as the Company believes that any repayment obligations have not yet arisen under the terms of the incentive agreements. In the event that any portion of the incentives is required to be paid back, the Company believes the amount is unlikely to exceed the deferred liability balance of $ 4,167 as of March 31, 2021. As part of a settlement agreement reached with one of its customers during 2019, the Company agreed to pay $ 7,500 to settle all claims related to a prior year’s commercial dispute. During the years ended December 31, 2020 and 2019, the Company paid $ 1,000 and $ 3,500 , respectively, of the settlement amount and the remaining $ 3,000 will be paid over a period of 15 months or on an accelerated basis in the event both parties agree to accelerate delivery of railcars currently in the backlog. 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 $ 0.5 million to cover probable and estimable liabilities with respect to these matters. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Loss Per Share [Abstract] | |
Loss Per Share | Note 13 – Loss Per Share The weighted-average common shares outstanding are as follows: Three Months Ended March 31, 2021 2020 Weighted average common shares outstanding 14,702,964 12,366,880 Issuance of warrants 5,298,541 - Weighted-average shares outstanding - basic 20,001,505 12,366,880 Dilutive effect of employee stock options and nonvested share awards - - Weighted average diluted common shares outstanding 20,001,505 12,366,880 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 March 31, 2021 and 2020, 1,383,191 and 1,039,850 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 | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Impairment Charges [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 has 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 three months ended March 31, 2021 as consideration for the landlord’s entry into the lease amendment and the aforementioned rent waiver. Restructuring and impairment charges related to the plant closure for the three months ended March 31, 2021 primarily represented costs related to relocating some of the facility’s equipment to Castaños . On July 22, 2019, the Company announced its intention to close its Roanoke, Virginia manufacturing facility as part of its “Back to Basics” strategy. The Company ceased operations at the facility as of November 29, 2019 and terminated its leases for the facility effective as of March 31, 2020. Restructuring and impairment charges related to the plant closure for the three months ended March 31, 2020 primarily represented impairment charges for property, plant and equipment and costs related to relocating some of the facility’s equipment to other manufacturing locations. Restructuring and impairment charges are reported as a separate line item on the Company’s condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020, and are detailed below: Three Months Ended March 31, 2021 2020 Impairment and loss on disposal of machinery and equipment $ 269 $ 438 Employee severance and retention ( 57 ) ( 4 ) Other charges related to facility closure 6,438 446 Total restructuring and impairment costs $ 6,650 $ 880 Accrued as of December 31, 2020 Cash Charges Non-cash charges Cash payments Accrued as of March 31, 2021 Impairment and loss on disposal of machinery and equipment $ - $ - $ 269 $ - $ - Employee severance and retention 1,596 - ( 57 ) ( 1,075 ) 464 Other charges related to facility closure 251 6,438 - ( 4,897 ) 1,792 Total restructuring and impairment costs $ 1,847 $ 6,438 $ 212 $ ( 5,972 ) $ 2,256 Accrued as of December 31, 2019 Cash Charges Non-cash charges Cash payments Accrued as of March 31, 2020 Loss on disposal of machinery and equipment $ - $ - $ 438 $ - $ - Employee severance and retention 647 ( 4 ) - ( 612 ) 31 Other charges related to facility closure 359 567 ( 120 ) ( 848 ) 78 Total restructuring and impairment costs $ 1,006 $ 563 $ 318 $ ( 1,460 ) $ 109 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Parties [Abstract] | |
Related Parties | Note 15 – Related Parties The following persons are owners of Fasemex: Jesus Gil, VP Operations and director of the Company; and Alejandro Gil, sibling of Jesus Gil . Fasemex provides steel fabrication services to the Company and is the lessor for the Company’s leased facility in Castaños. The Company paid $ 4.7 million to Fasemex during the three months ended March 31, 2021 related to rent payment, security deposit and fabrication services. Additionally, Distribuciones Industrials JAS S.A. de C.V. (“Distribuciones Industrials”) is owned by Alejandro Gil, sibling of Jesus Gil, and Salvador Gil, an immediate family member of Jesus and Alejandro Gil. The Company paid $ 0.3 million to Distribuciones Industrials related to material and safety supplies during the three months ended March 31, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Event On May 14, 2021, the Company entered into the Second Amendment to the Term Loan Credit Agreement (“Second Amendment”). Pursuant to the Second Amendment, the Lender advanced additional term loans in the principal amount of $ 16,000 to the Company (“Second Amendment Loans”). If any Second Amendment Loans remain outstanding on March 31, 2022, the Company shall immediately issue to the Lenders additional Warrants to purchase 5.0 % of the outstanding common stock on a fully-diluted basis at the date of any partial or full exercise of such Warrants at the agreed purchase price of $ 0.01 per share. |
Basis of Presentation (Policy)
Basis of Presentation (Policy) | 3 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation [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 months ended March 31, 2021 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 2020 year-end balance sheet data was derived from the audited financial statements as of December 31, 2020. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. 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, 2020. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition [Abstract] | |
Schedule of Revenue Recognition | Three months ended March 31, 2021 2020 Railcar sales $ 28,929 $ 1,526 Parts sales 2,328 2,213 Other sales 38 - Revenues from contracts with customers 31,295 3,739 Leasing revenues 1,075 1,458 Total revenues $ 32,370 $ 5,197 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Information [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Three Months Ended March 31, 2021 2020 Revenues: Manufacturing $ 30,019 $ 2,940 Corporate and Other 2,351 2,257 Consolidated revenues $ 32,370 $ 5,197 Operating loss: Manufacturing (1) $ ( 5,530 ) $ ( 11,800 ) Corporate and Other ( 8,467 ) ( 5,293 ) Consolidated operating loss ( 13,997 ) ( 17,093 ) Consolidated interest expense ( 2,502 ) ( 296 ) Loss on change in fair market value of warrant liability ( 22,128 ) - Consolidated other income 115 224 Consolidated loss before income taxes $ ( 38,512 ) $ ( 17,165 ) Depreciation and amortization: Manufacturing $ 1,067 $ 2,795 Corporate and Other 130 218 Consolidated depreciation and amortization $ 1,197 $ 3,013 Capital expenditures: Manufacturing $ 345 $ 2,920 Corporate and Other 197 750 Consolidated capital expenditures $ 542 $ 3,670 (1) Results for the three months ended March 31, 2021 and 2020 include restructuring and impairment charges of $ 6,650 and $ 880 , respectively. |
Reconciliation of Assets From Segment to Consolidated | March 31, December 31, 2021 2020 Assets: Manufacturing $ 110,145 $ 114,669 Corporate and Other 47,765 68,046 Total operating assets 157,910 182,715 Consolidated income taxes receivable 160 27 Consolidated assets $ 158,070 $ 182,742 |
Geographic Information | Geographic Information Revenues Long Lived Assets(a) Three Months Ended March 31, March 31, December 31, 2021 2020 2021 2020 United States $ 32,370 $ 5,197 $ 26,772 $ 48,126 Mexico - - 31,247 20,984 Total $ 32,370 $ 5,197 $ 58,019 $ 69,110 (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) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Recurring Fair Value Measurements As of March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 7,662 $ - $ - $ 7,662 Restricted certificates of deposit $ 182 $ - $ - $ 182 Liabilities: Warrant liability $ - $ 34,858 $ - $ 34,858 Recurring Fair Value Measurements As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 7,993 $ - $ - $ 7,993 Restricted certificates of deposit $ 182 $ - $ - $ 182 Liabilities: Warrant liability $ - $ 12,730 $ - $ 12,730 Non-recurring Fair Value Measurements During the Year-Ended December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Assets held for sale $ - $ - $ 10,383 $ 10,383 Right of use assets $ - $ - $ 28,960 $ 28,960 Property, plant and equipment, net $ - $ - $ 11,515 $ 11,515 Railcars available for lease, net $ - $ - $ 13,175 $ 13,175 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restricted Cash [Abstract] | |
Restricted Cash | March 31, December 31, 2021 2020 Restricted cash from customer deposit $ 2,029 $ 3,204 Restricted cash to collateralize standby letters of credit 3,193 3,396 Restricted cash equivalents to collateralize standby letters of credit 3,360 3,855 Restricted cash equivalents - other 181 - Total restricted cash $ 8,763 $ 10,455 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventories [Abstract] | |
Schedule of Inventory Current | March 31, December 31, 2021 2020 Work in process $ 32,316 $ 34,355 Parts inventory 4,738 4,476 Total inventories, net $ 37,054 $ 38,831 |
Debt Financing and Revolving _2
Debt Financing and Revolving Credit Facilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Financing and Revolving Credit Facilities [Abstract] | |
Fair Value of Warrant | Warrant liability as of December 31, 2020 $ 12,730 Change in fair value 22,128 Warrant liability as of March 31, 2021 $ 34,858 |
Long-Term Debt | March 31, December 31, 2021 2020 M&T Credit Agreement outstanding $ 9,940 $ 10,105 SBA Payroll Protection Program Loan outstanding 10,000 10,000 Siena Loan Agreement outstanding 7,039 6,874 Term Loan Credit Agreement outstanding 40,256 40,000 Total debt 67,235 66,979 Less Term Loan Credit Agreement discount ( 8,438 ) ( 8,892 ) Less Term Loan Credit Agreement deferred financing costs ( 2,671 ) ( 2,814 ) Total debt, net of discount and deferred financing costs 56,126 55,273 Less amounts due within one year ( 19,315 ) ( 17,605 ) Long-term debt, net of current portion $ 36,811 $ 37,668 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | Pre-Tax Tax After-Tax Three months ended March 31, 2021 Pension liability activity: Reclassification adjustment for amortization of net loss (pre-tax other income) $ 156 $ - $ 156 Pre-Tax Tax After-Tax Three months ended March 31, 2020 Pension liability activity: Reclassification adjustment for amortization of prior service cost (pre-tax other income) $ 140 $ - $ 140 |
Components of Accumulated Other Comprehensive Income (Loss) | March 31, December 31, 2021 2020 Unrecognized pension cost, net of tax of $ 6,282 and $ 6,282 , respectively $ ( 11,607 ) $ ( 11,763 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stock-Based Compensation [Abstract] | |
Valuation Assumptions, Options | Expected Risk Free Expected Dividend Interest Fair Value Grant Year Grant Date Expected Life Volatility Yield Rate Per Award 2020 1/24/2020 5.1 years 71.67 % 0.00 % 0.93 % $ 5.45 2020 9/14/2020 5.5 years 70.66 % 0.00 % 1.00 % $ 5.30 2020 11/30/2020 5.7 years 70.21 % 0.00 % 1.03 % $ 5.11 2021 1/5/2021 5.8 years 69.82 % 0.00 % 1.05 % $ 5.19 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Pension Benefits [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Components of Net Periodic Benefit Cost | Three Months Ended March 31, Pension Benefits 2021 2020 Interest cost $ 236 $ 358 Expected return on plan assets ( 584 ) ( 609 ) Amortization of unrecognized net loss 156 140 $ ( 192 ) $ ( 111 ) |
Restructuring and Impairment _2
Restructuring and Impairment Charges (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Impairment Charges [Abstract] | |
Components of Restructuring and Impairment Charges | Three Months Ended March 31, 2021 2020 Impairment and loss on disposal of machinery and equipment $ 269 $ 438 Employee severance and retention ( 57 ) ( 4 ) Other charges related to facility closure 6,438 446 Total restructuring and impairment costs $ 6,650 $ 880 |
Schedule of Restructuring Reserve Activity | Three Months Ended March 31, 2021 2020 Impairment and loss on disposal of machinery and equipment $ 269 $ 438 Employee severance and retention ( 57 ) ( 4 ) Other charges related to facility closure 6,438 446 Total restructuring and impairment costs $ 6,650 $ 880 Accrued as of December 31, 2020 Cash Charges Non-cash charges Cash payments Accrued as of March 31, 2021 Impairment and loss on disposal of machinery and equipment $ - $ - $ 269 $ - $ - Employee severance and retention 1,596 - ( 57 ) ( 1,075 ) 464 Other charges related to facility closure 251 6,438 - ( 4,897 ) 1,792 Total restructuring and impairment costs $ 1,847 $ 6,438 $ 212 $ ( 5,972 ) $ 2,256 Accrued as of December 31, 2019 Cash Charges Non-cash charges Cash payments Accrued as of March 31, 2020 Loss on disposal of machinery and equipment $ - $ - $ 438 $ - $ - Employee severance and retention 647 ( 4 ) - ( 612 ) 31 Other charges related to facility closure 359 567 ( 120 ) ( 848 ) 78 Total restructuring and impairment costs $ 1,006 $ 563 $ 318 $ ( 1,460 ) $ 109 |
Description of the Business (De
Description of the Business (Details) | 3 Months Ended | |
Sep. 30, 2020 | Oct. 16, 2020 | |
Mexico Joint Venture [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Joint Venture Ownership Percentage | 50.00% | |
FCA-Fasemex, LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Percent acquired | 50.00% |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Contract assets | $ 0 | $ 445,000 |
Deferred revenue and customer deposits | 0 | $ 6,930,000 |
Performance obligation | $ 14,850,000 | |
Minimum [Member] | Railcar Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Term | 5 days | |
Minimum [Member] | Parts Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Term | 30 days | |
Maximum [Member] | Railcar Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Term | 10 days | |
Maximum [Member] | Parts Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Term | 45 days |
Revenue Recognition (Schedule O
Revenue Recognition (Schedule Of Revenue Recognition) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | $ 31,295 | $ 3,739 |
Leasing revenues | 1,075 | 1,458 |
Total revenues | 32,370 | 5,197 |
Railcar Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 28,929 | 1,526 |
Parts Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 2,328 | $ 2,213 |
Other sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | $ 38 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Segment Information [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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 32,370 | $ 5,197 |
Operating (Loss) Income | (13,997) | (17,093) |
Loss on change in fair market value for warrant liability | 22,128 | |
Consolidated other income | 115 | 224 |
Loss before income taxes | (38,512) | (17,165) |
Restructuring and impairment charges | 6,650 | 880 |
Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Restructuring and impairment charges | 6,650 | 880 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 32,370 | 5,197 |
Operating (Loss) Income | (13,997) | (17,093) |
Consolidated interest expense | (2,502) | (296) |
Loss on change in fair market value for warrant liability | 22,128 | |
Consolidated other income | 115 | 224 |
Loss before income taxes | (38,512) | (17,165) |
Depreciation and amortization | 1,197 | 3,013 |
Capital expenditures | 542 | 3,670 |
Operating Segments [Member] | Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 30,019 | 2,940 |
Operating (Loss) Income | (5,530) | (11,800) |
Depreciation and amortization | 1,067 | 2,795 |
Capital expenditures | 345 | 2,920 |
Operating Segments [Member] | Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,351 | 2,257 |
Operating (Loss) Income | (8,467) | (5,293) |
Depreciation and amortization | 130 | 218 |
Capital expenditures | $ 197 | $ 750 |
Segment Information (Reconcilia
Segment Information (Reconciliation of Assets from Segment to Consolidated) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 158,070 | $ 182,742 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total operating assets | 157,910 | 182,715 |
Consolidated income taxes receivable | 160 | 27 |
Total assets | 158,070 | 182,742 |
Operating Segments [Member] | Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total operating assets | 110,145 | 114,669 |
Operating Segments [Member] | Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total operating assets | $ 47,765 | $ 68,046 |
Segment Information (Geographic
Segment Information (Geographic Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 32,370 | $ 5,197 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 32,370 | 5,197 | |
Long-Lived Assets | 58,019 | $ 69,110 | |
Operating Segments [Member] | United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 32,370 | $ 5,197 | |
Long-Lived Assets | 26,772 | 48,126 | |
Operating Segments [Member] | Mexico [Member] | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | $ 31,247 | $ 20,984 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | |
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 | |
Non-cash impairment charges | $ 8,978 | ||
Impairment and loss on right of use asset | $ 17,540 | $ 1,999 | |
Impairment Of Leased Railcars | 16,952 | ||
Fair Value, Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Property, plant and equipment, net | $ 11,515 | ||
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, Inputs, Level 3 [Member] | Fair Value, Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Property, plant and equipment, net | $ 11,515 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value, Assets Measured on Recurring Basis and Non-Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 7,662 | $ 7,993 |
Restricted certificates of deposit | 182 | 182 |
Warrant liability | 34,858 | 12,730 |
Fair Value, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held for sale | 10,383 | |
Right of use asset | 28,960 | |
Property, plant and equipment, net | 11,515 | |
Railcars available for lease, net | 13,175 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 7,662 | 7,993 |
Restricted certificates of deposit | 182 | 182 |
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 | $ 34,858 | 12,730 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held for sale | 10,383 | |
Right of use asset | 28,960 | |
Property, plant and equipment, net | 11,515 | |
Railcars available for lease, net | $ 13,175 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | $ 8,763 | $ 10,455 |
Customer Deposit [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | 2,029 | 3,204 |
Restricted Cash To Collateralize Standby Letters Of Credit [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | 3,193 | 3,396 |
Restricted Cash Equivalents To Collateralize Standby Letters Of Credit [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | 3,360 | $ 3,855 |
Restricted Cash Equivalents - Other [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Total restricted cash | $ 181 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventories [Abstract] | ||
Inventory valuation reserves | $ 2,558 | $ 9,836 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventory Current) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventories [Abstract] | ||
Work in process | $ 32,316 | $ 34,355 |
Parts inventory | 4,738 | 4,476 |
Total inventories, net | $ 37,054 | $ 38,831 |
Debt Financing and Revolving _3
Debt Financing and Revolving Credit Facilities (Narrative) (Details) | Nov. 24, 2020USD ($)$ / shares | Mar. 31, 2021USD ($)item$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 18, 2020USD ($) | Aug. 07, 2020USD ($) |
Line of Credit Facility [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Class Of Warrant Or Right, Percentage Of Oustanding Common Shares | 23.00% | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 5,289,542 | 5,307,539 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | $ 0.01 | |||
Warrants and Rights Outstanding | $ 34,858,000 | $ 12,730,000 | |||
Paycheck Protection Program Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate principal amount | $ 10,000,000 | ||||
Term | 2 years | ||||
Interest rate | 1.00% | ||||
2021 | $ 7,500,000 | ||||
2022 | 2,500,000 | ||||
Siena Loan Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 1,399,000 | 9,701,000 | |||
deferred financing costs | 1,101,000 | ||||
Maximum borrowing capacity | 20,000,000 | ||||
Outstanding borrowings | $ 7,039,000 | 6,874,000 | |||
Value of eligible accounts | 85.00% | ||||
Liquidation value | 85.00% | ||||
Cost of eligible inventory | 50.00% | ||||
Interest rate | 6.26% | ||||
Siena Loan Agreement [Member] | Base Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
Term Loan Credit Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
deferred financing costs | $ 2,872,000 | $ 2,671,000 | $ 2,814,000 | ||
Aggregate principal amount | $ 40,000,000 | ||||
Term | 5 years | ||||
Interest rate | 14.00% | ||||
M & T Bank [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Collateral | $6,936 | $6,975 | |||
Maximum borrowing capacity | $ 40,000,000 | ||||
Outstanding borrowings | $ 9,940,000 | $ 10,105,000 | |||
Payment demand | $ 10,114,000 | $ 5,081,000 | |||
Payment term | 5 days | ||||
Interest coverage ratio | item | 1.25 | ||||
Interest rate | 4.18% |
Debt Financing and Revolving _4
Debt Financing and Revolving Credit Facilities (Fair Value of Warrant) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Debt Financing and Revolving Credit Facilities [Abstract] | |
Warrant liability | $ 12,730 |
Change in fair value | 22,128 |
Warrant liability | $ 34,858 |
Debt Financing and Revolving _5
Debt Financing and Revolving Credit Facilities (Long-Term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 24, 2020 |
Debt Instrument [Line Items] | |||
Total Debt | $ 67,235 | $ 66,979 | |
Total debt, net of discount and deferred financing costs | 56,126 | 55,273 | |
Less amounts due within one year | (19,315) | (17,605) | |
Long-term debt, net of current portion | 36,811 | 37,668 | |
M&T Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 9,940 | 10,105 | |
Paycheck Protection Program Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 10,000 | 10,000 | |
Siena Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 7,039 | 6,874 | |
deferred financing costs | (1,101) | ||
Term Loan Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 40,256 | 40,000 | |
discount | (8,438) | (8,892) | |
deferred financing costs | $ (2,671) | $ (2,814) | $ (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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Pre-Tax | $ 156 | $ 140 |
After-Tax | $ 156 | $ 140 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss (Components of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss, net of tax | $ (7,707) | $ 30,497 | $ 100,350 | $ 117,154 |
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 | (11,607) | (11,763) | ||
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 | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining requisite service period | 26 months | ||
Unearned compensation | $ 1,218 | ||
Time-Vested Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unearned compensation related to options | $ 1,277 | ||
Remaining service period | 33 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 | ||
Stock-based compensation | $ 2,553 | $ 20 | |
Estimated fair value | $ 12,656 | ||
Granted (shares) | 1,735,500 | ||
30 day trailing average fair market value, per share | $ 3.17 | ||
Exercise price | 2.38 | ||
Stock awards, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.74 | ||
Stock Appreciation Rights (SARs) [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 133.30% | ||
Including Liability Based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 2,662 | $ 227 | |
Certain Employees [Member] | Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 1,139,464 |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) - Stock Appreciation Rights (SARs) [Member] | 3 Months Ended |
Mar. 31, 2021$ / 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 | 5 years 1 month 6 days |
Expected Volatility | 71.67% |
Expected Dividend Yield | 0.00% |
Risk Free Interest Rate | 0.93% |
Fair Value Per Award | $ 5.45 |
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 | 5 years 6 months |
Expected Volatility | 70.66% |
Expected Dividend Yield | 0.00% |
Risk Free Interest Rate | 1.00% |
Fair Value Per Award | $ 5.30 |
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 | 5 years 8 months 12 days |
Expected Volatility | 70.21% |
Expected Dividend Yield | 0.00% |
Risk Free Interest Rate | 1.03% |
Fair Value Per Award | $ 5.11 |
1/5/2021 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant Year | 2021 |
Grant Date | Jan. 5, 2021 |
Expected Life | 5 years 9 months 18 days |
Expected Volatility | 69.82% |
Expected Dividend Yield | 0.00% |
Risk Free Interest Rate | 1.05% |
Fair Value Per Award | $ 5.19 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - Pension Benefits [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Expected total contributions for current fiscal year | $ 0 | |
Employer contributions | $ 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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Interest cost | $ 236 | $ 358 |
Expected return on plan assets | (584) | (609) |
Amortization of unrecognized net (gain) loss | 156 | 140 |
Total net periodic benefit cost | $ (192) | $ (111) |
Contingencies and Legal Settl_2
Contingencies and Legal Settlements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 15 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2015 | Jun. 30, 2022 | |
State and local incentives received | $ 1,410 | $ 15,733 | ||||
Deferred liability balance | $ 4,167 | |||||
Contingency losses | $ 500 | $ 7,500 | ||||
Settlement payments | $ 1,000 | $ 3,500 | ||||
Settlement payment term | 15 years | |||||
Maximum [Member] | ||||||
Incentive term | 6 years | |||||
Scenario, Forecast [Member] | ||||||
Settlement payments | $ 3,000 |
Loss Per Share (Narrative) (Det
Loss Per Share (Narrative) (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Loss Per Share [Abstract] | ||
Anti-dilutive common shares excluded from computation of earnings per share amount | 1,383,191 | 1,039,850 |
Loss Per Share (Weighted Averag
Loss Per Share (Weighted Average Common Shares Outstanding) (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Loss Per Share [Abstract] | ||
Weighted average common shares outstanding | 14,702,964 | 12,366,880 |
Issuance of warrants | 5,298,541 | |
Weighted average common shares outstanding (shares) | 20,001,505 | 12,366,880 |
Weighted average diluted common shares outstanding (shares) | 20,001,505 | 12,366,880 |
Restructuring and Impairment _3
Restructuring and Impairment Charges (Narrative) (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Shoals Facility [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Book value of property, plant, and equipment included in sale | $ 10,148 |
Restructuring and Impairment _4
Restructuring and Impairment Charges (Components of Restructuring and Impairment Charges) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Restructuring and Impairment Charges [Abstract] | ||||
Impairment and loss on right of use asset | $ 17,540 | $ 1,999 | ||
Impairment and loss on disposal of machinery and equipment | $ 269 | $ 438 | ||
Employee severance and retention | (57) | (4) | ||
Other charges related to facility closure | 6,438 | 446 | ||
Total restructuring and impairment charges | $ 6,650 | $ 880 |
Restructuring and Impairment _5
Restructuring and Impairment Charges (Schedule Of Restructuring Reserve Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Accrued | $ 1,847 | $ 1,006 |
Cash Charges | 6,438 | 563 |
Non-cash charges | 212 | 318 |
Cash payments | (5,972) | (1,460) |
Accrued | 2,256 | 109 |
Impairment And Loss On Disposal Of Machinery And Equipment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Non-cash charges | 269 | |
Loss On Disposal Of Machinery And Equipment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Non-cash charges | 438 | |
Employee Severance And Retention [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued | 1,596 | 647 |
Cash Charges | (4) | |
Non-cash charges | (57) | |
Cash payments | (1,075) | (612) |
Accrued | 464 | 31 |
Other Charges Related To Facility Closure [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued | 251 | 359 |
Cash Charges | 6,438 | 567 |
Non-cash charges | (120) | |
Cash payments | (4,897) | (848) |
Accrued | $ 1,792 | $ 78 |
Related Parties (Details)
Related Parties (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fasemex [Member] | |
Related Party Transaction [Line Items] | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 4.7 |
Distribuciones Industrials [Member] | |
Related Party Transaction [Line Items] | |
Related party costs | $ 0.3 |
Risks and Contingencies (Detail
Risks and Contingencies (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2019 |
Contingencies and Legal Settlements [Abstract] | ||
Contingency losses | $ 500 | $ 7,500 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 14, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Exercise price | $ 0.01 | $ 0.01 | |
Term Loan Credit Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 40,000,000 | ||
Subsequent Event [Member] | Term Loan Credit Agreement, Second Amendment [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 16,000,000 | ||
Percentage of common stock | 5.00% | ||
Exercise price | $ 0.01 |