UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM10-Q~~

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

For the Quarterly Period Ended ~~September~~June 30, ~~2017~~2020

☐	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:000-51237

FREIGHTCAR AMERICA, INC.

(Exact name of registrant as specified in its charter)


~~Delaware~~		~~25-1837219~~
Delaware		25-1837219
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~Two North Riverside Plaza,~~125 South Wacker Drive, Suite ~~1300~~1500 Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

~~(800)458-2235~~

(800) 458-2235

(Registrant’s telephone number, including area code)


Title of each class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	RAIL	Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.:


Large accelerated filer ☐	o	Accelerated ~~Filer ☒~~filer	x
Non-accelerated filer ☐	o	Smaller reporting company ☐	x
		Emerging growth company ☐

			~~(Do not check if a smaller reporting company)~~	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  NO 

If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ~~Act: ☐~~Act. 

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2~~ ~~of the Exchange Act). YES ☐ NO ☒~~

As of ~~October 27, 2017,~~July 23, 2020, there were ~~12,395,699~~13,319,161 shares of the registrant’s common stock outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

FreightCar America, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

~~(Unaudited)~~


	June 30, 2020		December 31, 2019
Assets	(in thousands, except for share and per share data)
Current assets
Cash, cash equivalents and restricted cash equivalents	$	48,540	$	66,257
Restricted certificates of deposit		3,855		3,769
Accounts receivable, net of allowance for doubtful accounts of $496 and $91, respectively		6,789		6,991
Inventories, net		47,116		25,092
Income tax receivable		1,027		535
Other current assets		14,265		7,035
Total current assets		121,592		109,679
Property, plant and equipment, net		39,469		38,564
Railcars available for lease, net		38,393		38,900
Right of use asset		53,442		56,507
Other long-term assets		888		1,552
Total assets	$	253,784	$	245,202
Liabilities and Stockholders’ Equity
Current liabilities
Accounts and contractual payables	$	18,054	$	11,713
Accrued payroll and other employee costs		306		1,389
Reserve for workers' compensation		3,344		3,210
Accrued warranty		7,903		8,388
Customer deposits		33,012		5,123
Deferred income state and local incentives, current		2,219		2,219
Lease liability, current		15,063		14,960
Current portion of long-term debt		13,950		-
Other current liabilities		5,626		2,428
Total current liabilities		99,477		49,430
Long-term debt, net of current portion		6,250		10,200
Accrued pension costs		6,006		6,510
Deferred income state and local incentives, long-term		3,612		4,722
Lease liability, long-term		48,306		53,766
Other long-term liabilities		2,833		3,420
Total liabilities		166,484		128,048
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 June 30, 2020 and December 31, 2019)		-		-
Common stock, $0.01 par value, 50,000,000 shares authorized, 13,604,172 and 12,731,678 shares issued at June 30, 2020 and December 31, 2019, respectively		136		127
Additional paid in capital		83,318		83,027
Treasury stock, at cost, 285,011 and 44,855 shares at June 30, 2020 and December 31, 2019, respectively		(1,281)		(989)
Accumulated other comprehensive loss		(10,499)		(10,780)
Retained earnings		16,086		45,824
Total FreightCar America stockholders' equity		87,760		117,209
Noncontrolling interest in JV		(460)		(55)
Total stockholders' equity		87,300		117,154
Total liabilities and stockholders’ equity	$	253,784	$	245,202

   September 30, 2017 December 31, 2016
   (in thousands, except for share and per share data)
Assets

Current assets

Cash and cash equivalents
   $ 70,207 $ 92,750
Restricted cash and restricted certificates of deposit
   6,080 5,970
Marketable securities
   51,003 —
Accounts receivable, net of allowance for doubtful accounts of $36 and $22, respectively
   17,098 25,207
Inventories, net
   70,263 97,904
Income taxes receivable
   826 13,283
Other current assets
   4,751 6,056


Total current assets
   220,228 241,170
Property, plant and equipment, net
   40,036 46,347
Railcars available for lease, net
   23,610 24,018
Goodwill
   21,521 21,521
Deferred income taxes, net
   11,676 4,221
Other long-term assets
   1,460 1,978


Total assets
   $ 318,531 $ 339,255


Liabilities and Stockholders’ Equity

Current liabilities

Accounts and contractual payables
   $ 32,043 $ 34,536
Accrued payroll and other employee costs
   2,162 3,117
Reserve for workers’ compensation
   3,695 4,444
Accrued warranty
   7,880 8,324
Customer deposits and deferred revenue
   354 371
Other current liabilities
   3,071 3,343


Total current liabilities
   49,205 54,135
Accrued pension costs
   6,504 6,821
Accrued postretirement benefits, less current portion
   5,715 5,769
Deferred income state and local incentives, long-term
   9,716 11,380
Accrued taxes and other long-term liabilities
   4,622 4,236


Total liabilities
   75,762 82,341


Stockholders’ equity

Preferred stock, $0.01 par value, 2,500,000 shares authorized (100,000 shares each designated as Series A voting and Series Bnon-voting, 0 shares issued and outstanding at September 30, 2017 and December 31, 2016)
   —   —
Common stock, $0.01 par value, 50,000,000 shares authorized, 12,731,678 shares issued at September 30, 2017 and December 31, 2016
   127 127
Additional paid in capital
   90,754 92,025
Treasury stock, at cost, 335,941 and 351,746 shares at September 30, 2017 and December 31, 2016, respectively
   (12,550 ) (14,583 )
Accumulated other comprehensive loss
   (8,080 ) (8,163 )
Retained earnings
   172,518 187,508


Total stockholders’ equity
   242,769 256,914


Total liabilities and stockholders’ equity
   $ 318,531 $ 339,255

See Notes to Condensed Consolidated Financial Statements (Unaudited).

FreightCar America, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 2017 2016
   (In thousands, except for share and per share data)
Revenues
   $ 72,025 $ 113,461 $ 330,233 $ 388,208
Cost of sales
   79,863 103,972 322,853 354,755


Gross (loss) profit
   (7,838 ) 9,489 7,380 33,453
Selling, general and administrative expenses
   10,715 8,010 23,629 27,286
Gain on settlement of postretirement benefit plan obligation, net of plaintiffs’ attorneys’ fees
   —   —   —   (14,306 )
Restructuring and impairment charges
   59 1,531 2,205 1,531


Operating (loss) income
   (18,612 ) (52 ) (18,454 ) 18,942
Interest expense and deferred financing costs
   (27 ) (29 ) (99 ) (115 )
Other income
   232 13 331 95


(Loss) income before income taxes
   (18,407 ) (68 ) (18,222 ) 18,922
Income tax (benefit) provision
   (6,793 ) (119 ) (6,798 ) 6,672


Net (loss) income
   $ (11,614 ) $ 51 $ (11,424 ) $ 12,250


Net (loss) income per common share – basic
   $ (0.94 ) $ 0.00 $ (0.92 ) $ 0.99


Net (loss) income per common share – diluted
   $ (0.94 ) $ 0.00 $ (0.92 ) $ 0.99


Weighted average common shares outstanding – basic
   12,293,998 12,267,468 12,282,522 12,260,329


Weighted average common shares outstanding – diluted
   12,293,998 12,267,468 12,282,522 12,260,329


Dividends declared per common share
   $ 0.09 $ 0.09 $ 0.27 $ 0.27


		Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020			2019
	(In thousands, except for share and per share data)

Revenues	$	17,458	$	73,661	$	22,655	$	144,369
Cost of sales		23,602		67,637		37,602		145,194
Gross (loss) profit		(6,144)		6,024		(14,947)		(825)
Selling, general and administrative expenses		6,537		15,352		13,947		23,019
Loss on sale of railcars available for lease		-		5,196		-		5,196
Restructuring and impairment charges		267		1,319		1,147		1,319
Operating loss		(12,948)		(15,843)		(30,041)		(30,359)
Interest expense and deferred financing costs		(167)		(115)		(463)		(151)
Other income		134		83		358		402
Loss before income taxes		(12,981)		(15,875)		(30,146)		(30,108)
Income tax (benefit) provision		(1)		12		(3)		(189)
Net loss		(12,980)		(15,887)		(30,143)		(29,919)
Less: Net loss attributable to noncontrolling interest in JV		(189)		-		(405)		-
Net loss attributable to FreightCar America	$	(12,791)	$	(15,887)	$	(29,738)	$	(29,919)
Net loss per common share attributable to FreightCar America- basic and diluted	$	(0.97)	$	(1.26)	$	(2.26)	$	(2.37)
Weighted average common shares outstanding – basic and diluted		12,405,011		12,352,271		12,385,946		12,344,684

See Notes to Condensed Consolidated Financial Statements (Unaudited).

FreightCar America, Inc.

Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss

(Unaudited)

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 2017 2016
   (In thousands) (In thousands)
Net (loss) income
   $ (11,614 ) $ 51 $ (11,424 ) $ 12,250


Other comprehensive income:

Pension liability adjustments, net of tax
   77 (697 ) 230 (535 )
Postretirement liability adjustments, net of tax
   (49 ) (236 ) (147 ) 12,695


Other comprehensive income (loss)
   28 (933 ) 83 12,160


Comprehensive (loss) income
   $ (11,586 ) $ (882 ) $ (11,341 ) $ 24,410


		Three Months Ended				Six Months Ended
		June 30,				June 30,
	2020		2019		2020		2019
		(In thousands)				(In thousands)

Net loss	$	(12,980)	$	(15,887)	$	(30,143)	$	(29,919)
Other comprehensive income net of tax:
Pension and postretirement liability adjustments, net of tax		140		44		281		87
Other comprehensive income		140		44		281		87
Comprehensive loss	$	(12,840)	$	(15,843)	$	(29,862)	$	(29,832)

See Notes to Condensed Consolidated Financial Statements (Unaudited).

FreightCar America, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(in thousands, except for share data)

         Accumulated
         Additional Other Total
   Common Stock    Paid In Treasury Stock Comprehensive Retained Stockholders’
   Shares    Amount    Capital Shares Amount Loss Earnings Equity
Balance, December 31, 2015
   12,731,678    $ 127    $ 93,939 (402,166 ) $ (17,516 ) $ (21,078 ) $ 179,639 $ 235,111






Net income
   —      —      —   —   —   —   12,250 12,250
Other comprehensive income
   —      —      —   —   —   12,160 —   12,160
Restricted stock awards
   —      —      (3,418 ) 79,796 3,418 —   —   —
Forfeiture of restricted stock awards
   —      —      351 (20,755 ) (351 ) —   —   —
Employee stock settlement
   —      —      —   (4,091 ) (75 ) —   —   (75 )
Stock-based compensation recognized
   —      —      815 —   —   —   —   815
Cash dividends
   —      —      —   —   —   —   (3,340 ) (3,340 )






Balance, September 30, 2016
   12,731,678    $ 127    $ 91,687 (347,216 ) $ (14,524 ) $ (8,918 ) $ 188,549 $ 256,921






Balance, December 31, 2016
   12,731,678    $ 127    $ 92,025 (351,746 ) $ (14,583 ) $ (8,163 ) $ 187,508 $ 256,914






Cumulative effect of adoption of ASU2016-09
   —      —      215 —   —   —   (215 ) —
Net loss
   —      —      —   —   —   —   (11,424 ) (11,424 )
Other comprehensive income
   —      —      —   —   —   83 —   83
Restricted stock awards
   —      —      (2,929 ) 71,753 2,929 —   —   —
Forfeiture of restricted stock awards
   —      —      877 (54,675 ) (877 ) —   —   —
Employee stock settlement
   —      —      —   (1,273 ) (19 ) —   —   (19 )
Stock-based compensation recognized
   —      —      566 —   —   —   —   566
Cash dividends
   —      —      —   —   —   —   (3,351 ) (3,351 )






Balance, September 30, 2017
   12,731,678    $ 127    $ 90,754 (335,941 ) $ (12,550 ) $ (8,080 ) $ 172,518 $ 242,769

For the three months ended June 30,
FreightCar America Shareholders
Accumulated
Additional
Other
Total
Common Stock
Paid In
Treasury Stock
Comprehensive
Retained
Noncontrolling
Stockholders'
Shares
Amount
Capital
Shares
Amount
Loss
Earnings
Interest in JV
Equity
Balance, March 31, 2019
12,731,678
$         127
$           86,074
(135,286)
$       (4,572)
$              (8,145)
$           106,975
$                        -
$         180,459
Cumulative effective of adoption of ASC 842
-
-
-
-
-
-
-
-
-
Net loss
-
-
-
-
-
-
(15,887)
-
(15,887)
Other comprehensive income
-
-
-
-
-
44
-
-
44
Restricted stock awards
-
-
(2,579)
86,515
2,579
-
-
-
-
Employee stock settlement
-
-
-
-
-
-
-
-
-
Forfeiture of restricted stock awards
-
-
355
(54,180)
(355)
-
-
-
-
Stock-based compensation recognized
-
-
(415)
-
-
-
-
-
(415)
Balance, June 30, 2019
12,731,678
$         127
$      ��    83,435
(102,951)
$       (2,348)
$              (8,101)
$             91,088
$                        -
164,201
Balance, March 31, 2020
13,319,197
$         133
$           83,374
(152,617)
$       (1,124)
$            (10,639)
$             28,877
$                 (271)
$         100,350
Net loss
-
-
-
-
-
-
(12,791)
(189)
(12,980)
Other comprehensive income
-
-
-
-
-
140
-
-
140
Restricted stock awards
284,975
3
(3)
-
-
-
-
-
-
Employee stock settlement
-
-
-
-
-
-
-
-
-
Forfeiture of restricted stock awards
-
-
157
(132,394)
(157)
-
-
-
-
Stock-based compensation recognized
-
-
(210)
-
-
-
-
-
(210)
Balance, June 30, 2020
13,604,172
$         136
$           83,318
(285,011)
$       (1,281)
$            (10,499)
$             16,086
$                 (460)
$           87,300

See Notes to Condensed Consolidated Financial Statements (Unaudited).

‎

FreightCar America, Inc.

Condensed Consolidated Statements of ~~Cash Flows~~Stockholders’ Equity (Unaudited)

~~(Unaudited)~~(in thousands, except for share data)

   Nine Months Ended September 30,
   2017 2016
   (in thousands)
Cash flows from operating activities

Net (loss) income
   $ (11,424 ) $ 12,250
Adjustments to reconcile net (loss) income to net cash flows provided by (used in) operating activities:

Depreciation and amortization
   7,021 7,402
Recognition of deferred income from state and local incentives
   (1,664 ) (1,596 )
Gain on settlement of postretirement benefit plan obligation
   —   (15,606 )
Deferred income taxes
   (7,489 ) 17,207
Stock-based compensation recognized
   566 815
Othernon-cash items, net
   610 984
Changes in operating assets and liabilities:

Accounts receivable
   6,699 9,416
Inventories
   27,074 (29,022 )
Other assets
   1,795 (8,174 )
Accounts and contractual payables
   (2,424 ) (1,488 )
Accrued payroll and employee benefits
   (955 ) (5,610 )
Income taxes receivable/payable
   12,566 (8,610 )
Accrued warranty
   (444 ) (926 )
Customer deposits and other liabilities
   (727 ) 5,913
Payment for settlement of postretirement benefit plan obligation
   —   (31,616 )
Accrued pension costs and accrued postretirement benefits
   (288 ) (5,982 )


Net cash flows provided by (used in) operating activities:
   30,916 (54,643 )


Cash flows from investing activities

Purchase of restricted certificates of deposit
   (6,632 ) (2,089 )
Maturity of restricted certificates of deposit
   6,522 3,015
Purchase of securities held to maturity
   (63,895 ) —
Proceeds from maturity of securities
   13,000 12,001
Purchase of property, plant and equipment
   (613 ) (13,070 )
Proceeds from sale of property, plant and equipment
   119 —
State and local incentives received
   1,410 —


Net cash flows used in investing activities:
   (50,089 ) (143 )


Cash flows from financing activities

Employee stock settlement
   (19 ) (75 )
Deferred financing costs
   —   (81 )
Cash dividends paid to stockholders
   (3,351 ) (3,340 )


Net cash flows used in financing activities:
   (3,370 ) (3,496 )


Net decrease in cash and cash equivalents
   (22,543 ) (58,282 )
Cash and cash equivalents at beginning of period
   92,750 83,068


Cash and cash equivalents at end of period
   $ 70,207 $ 24,786


Supplemental cash flow information

Interest paid
   $ 55 $ 32


Income taxes paid
   $ 100 $ 4,668


Income tax refunds received
   $ 11,929 $ —


��

For the six months ended June 30,
FreightCar America Shareholders
Accumulated
Additional
Other
Total
Common Stock
Paid In
Treasury Stock
Comprehensive
Retained
Noncontrolling
Stockholders'
Shares
Amount
Capital
Shares
Amount
Loss
Earnings
Interest in JV
Equity
Balance, December 31, 2018
12,731,678
$         127
$           90,593
(272,030)
$       (9,721)
$              (8,188)
$           120,799
$                        -
$         193,610
Cumulative effective of adoption of ASC 842
-
-
-
-
-
-
208
-
208
Net loss
-
-
-
-
-
-
(29,919)
-
(29,919)
Other comprehensive income
-
-
-
-
-
87
-
-
87
Restricted stock awards
-
-
(7,806)
233,463
7,806
-
-
-
-
Employee stock settlement
-
-
-
(7,404)
(59)
-
-
-
(59)
Forfeiture of restricted stock awards
-
-
374
(56,980)
(374)
-
-
-
-
Stock-based compensation recognized
-
-
274
-
-
-
-
-
274
Balance, June 30, 2019
12,731,678
$         127
$           83,435
(102,951)
$       (2,348)
$              (8,101)
$             91,088
$                        -
164,201
Balance, December 31, 2019
12,731,678
$         127
$           83,027
(44,855)
$          (989)
$            (10,780)
$             45,824
$                   (55)
$         117,154
Net loss
-
-
-
-
-
-
(29,738)
(405)
(30,143)
Other comprehensive income
-
-
-
-
-
281
-
-
281
Restricted stock awards
872,494
9
(9)
-
-
-
-
-
-
Employee stock settlement
-
-
-
(5,717)
(9)
-
-
-
(9)
Forfeiture of restricted stock awards
-
-
283
(234,439)
(283)
-
-
-
-
Stock-based compensation recognized
-
-
17
-
-
-
-
-
17
Balance, June 30, 2020
13,604,172
$         136
$           83,318
(285,011)
$       (1,281)
$            (10,499)
$             16,086
$                 (460)
$           87,300

See Notes to Condensed Consolidated Financial Statements (Unaudited).

‎

FreightCar America, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Six Months Ended June 30,
		2020		2019
Cash flows from operating activities		(in thousands)
Net loss	$	(30,143)	$	(29,919)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Non-cash restructuring and impairment charges		352		1,319
Depreciation and amortization		5,884		6,471
Change in inventory reserve		5,052		(440)
Amortization expense - right-of-use leased assets		3,065		5,662
Recognition of deferred income from state and local incentives		(1,110)		(1,109)
Loss on sale of railcars available for lease		-		5,196
Stock-based compensation recognized		17		274
Other non-cash items, net		153		90
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		202		5,338
Inventories		(27,076)		3,214
Other assets		(7,188)		(2,307)
Accounts and contractual payables		6,456		(4,890)
Accrued payroll and employee benefits		(941)		910
Income taxes receivable/payable		(13)		(197)
Accrued warranty		(485)		(1,516)
Lease liability		(5,391)		(9,091)
Customer deposits		27,889		(1,719)
Other liabilities		2,625		7,827
Accrued pension costs and accrued postretirement benefits		(131)		(266)
Net cash flows used in operating activities		(20,783)		(15,153)
Cash flows from investing activities
Purchase of restricted certificates of deposit		(3,855)		(1,117)
Maturity of restricted certificates of deposit		3,769		4,400
Purchase of securities held to maturity		-		(1,986)
Proceeds from maturity of securities		-		20,025
Purchase of property, plant and equipment		(7,009)		(2,034)
Proceeds from sale of property, plant and equipment and railcars available for lease		170		11,442
Net cash flows (used in) provided by investing activities		(6,925)		30,730
Cash flows from financing activities
Proceeds from issuance of long-term debt		10,000		10,200
Employee stock settlement		(9)		(59)
Deferred financing costs		-		(929)
Net cash flows provided by financing activities		9,991		9,212
Net (decrease) increase in cash and cash equivalents		(17,717)		24,789
Cash, cash equivalents and restricted cash equivalents at beginning of period		66,257		45,070
Cash, cash equivalents and restricted cash equivalents at end of period	$	48,540	$	69,859
Supplemental cash flow information
Interest paid	$	217	$	31
Income tax refunds received	$	-	$	-
Income tax paid	$	-	$	7

See Notes to Condensed Consolidated Financial Statements (Unaudited).

~~(Unaudited)~~

FreightCar America, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except for share and per share ~~data)~~data and unless otherwise noted)

Note 1 – Description of the Business

FreightCar America, Inc. (“FreightCar”) operates primarily in North America through its direct and indirect subsidiaries, JAC Operations, Inc., Johnstown America, LLC, Freight Car Services, Inc., JAIX Leasing Company (“JAIX”), FreightCar America Leasing, LLC, FreightCar America Leasing 1, LLC, FreightCar Roanoke, LLC, FreightCar Mauritius Ltd. (“Mauritius”), FreightCar Rail Services, LLC (“FCRS”), FreightCar Short Line, Inc. (“FCSL”), FreightCar Alabama, LLC ~~and~~ FreightCar (Shanghai) Trading Co., ~~Ltd.~~Ltd, FCAI Holdings, LLC, (“FCAI”), FCA-FASEMEX, LLC, FCA-FASEMEX, S. de R.L. de C.V. and FCA-FASEMEX Enterprise, S. de R.L. de C.V., (herein collectively referred to as the “Company”), 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 andnon-intermodal flat cars, mill gondola cars, coil steel cars and ~~boxcars.~~boxcars as well as railcar conversions. The Company is headquartered in Chicago, Illinois and has facilities in the following locations: Cherokee, Alabama; ~~Danville, Illinois;~~ Grand Island, Nebraska; Johnstown, Pennsylvania; ~~Roanoke, Virginia;~~ and Shanghai, People’s Republic of ~~China.~~China, and in Castaños, Mexico.

The Company’s direct and indirect subsidiaries are wholly owned except for the Fasemex entities related to our Mexico operations. The Company and its direct and indirect subsidiaries are all Delaware corporations or Delaware limited liability companies except Mauritius, which is incorporated in Mauritius, ~~and~~ FreightCar (Shanghai) Trading Co., Ltd., which is organized in the People’s Republic of ~~China.~~China, and FCA-FASEMEX, S. de R.L., de C.V. and FCA-FASEMEX Enterprise, S. de R.L. de C.V. which are organized in Mexico.

On September 19, 2019, the Company announced the formation of a joint venture with Fabricaciones y Servicios de México, S.A. de C.V. (“Fasemex”), a Mexican company with operations in both Mexico and the United States. The ~~Company’s direct~~joint venture will lease a manufacturing facility in Castaños, Mexico in which it will manufacture railcars. Production of railcars at the facility is expected to begin in the second half of 2020. The Company ceased operations at its Roanoke, Virginia manufacturing facility and ~~indirect subsidiaries are all wholly owned.~~has vacated the facility as of March 31, 2020.

Note 2 – Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of FreightCar America, Inc. and subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. During 2019 the Company entered into a joint venture arrangement with Fasemex to manufacture railcars in Castaños, Mexico, in exchange for a 50% interest in the operation. Under the terms of the joint venture operating agreement, the Company has the right to appoint the majority of the members of the board and management for the joint venture. The Company therefore, has determined that it has the power to direct the activities of the related entities that most significantly impact their economic performance and it also has the right to receive significant benefits and obligation to absorb losses from the operations, and as such, the Company has determined that it is the primary beneficiary of these variable interest entities (“VIEs”). Therefore, these entities are consolidated as VIEs. The Company’s initial commitments under the joint venture include capital contributions of up to $25.0 million over several years through a combination of assets and cash of which $7.1 million has been provided as of June 30, 2020. The total assets of the Mexico operations amount to $5.2 million, consisting primarily of construction in progress as of June 30, 2020. The total liabilities of the Mexico operations amount to $0.1 million as of June 30, 2020. The net loss of the Mexico operations for the three and six months ended June 30, 2020 is $0.4 million and $0.8 million, respectively. The noncontrolling minority interest as of June 30, 2020 and net loss attributable to the noncontrolling minority interest for the six months ended June 30, 2020 amounted to $(0.5) million and $(0.4) million, respectively.

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 ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 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 ~~2016~~2019 year-end balance sheet data was derived from the audited financial statements as of December 31, ~~2016.~~2019. 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 Form10-K for the year ended December 31, ~~2016.~~2019.

Note 3 – Recent Accounting Pronouncements

In March ~~2017,~~2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)~~2017-07,~~~~Improving the Presentation of Net Periodic Pension Cost~~2020-04, Reference Rate Reform, which provides companies with optional guidance, including expedients and ~~Net Periodic Postretirement Benefit Cost.~~~~The ASU does not change how benefit costs are measured but changes where the components of net periodic benefit cost are reported within the income statement. Under ASU2017-07,~~ ~~the service component of net periodic benefit cost will be included with other employee compensation costs within income from operations~~exceptions for applying generally accepted accounting principles to contracts and other ~~components~~transactions affected by reference rate reform, such as the London Interbank Offered Rate (LIBOR). This new standard was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. Adoption of ~~net periodic benefit cost will be presented separately (in one or more line items) outside~~this standard did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software, which requires capitalization of ~~income from operations. This standard~~certain implementation costs incurred in a cloud computing arrangement that is a service contract. ASU 2018-15 is effective for fiscal years beginning after December 15, ~~2017,~~2019, and interim periods within those fiscal years. ~~The Company does not expect the adoption~~Adoption of this standard toon January 1, 2020 did not have a material impact on ~~its~~the Company’s consolidated financial statements.

In ~~January 2017,~~August 2018, the FASB issued ASU~~2017-04,~~~~Intangibles~~ 2018-14, Compensation – ~~Goodwill~~Retirement Benefits – Defined Benefit Plans – General, which modifies the disclosure requirements for defined benefit and ~~Other (Topic 350): Simplifying~~other postretirement plans. ASU 2018-14 eliminates certain disclosures related to accumulated other comprehensive income, plan assets, related parties and the ~~Test~~effects of interest rate basis point changes on assumed health care costs, and adds disclosures to address significant gains and losses related to changes in benefit obligations. ASU 2018-14 also clarifies disclosure requirements for ~~Goodwill Impairment.Topic 350 currently requires an entity to perform atwo-step~~ ~~test to determine the amount, if any, of goodwill impairment. The amendment in~~projected benefit and accumulated benefit obligations. ASU~~2017-04~~ ~~removes the second step of the test. An entity will apply aone-step~~ quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. This standard 2018-14 is effective for ~~annual or interim goodwill impairment tests in~~ fiscal years ~~beginning~~ending after December 15, ~~2019 and early~~2020. Early adoption is permitted. Adoption on a retrospective basis for all periods presented is required. The Company is currently assessing the impact of this standard on its consolidated financial statements and related disclosures.

~~In November 2016, the FASB issued ASU2016-18,~~ ~~Statement of Cash Flows (Topic 230) Restricted Cash~~. The ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, restricted cash and restricted cash equivalents. As a result restricted cash and restricted cash equivalents will be included in~~beginning-of-period~~ ~~andend-of-period~~ total amounts shown on the statement of cash flows and changes in restricted cash and restricted cash equivalents will no longer be included in cash flows from investing activities. This standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Note 4 – Leases

The Company ~~does not expect the adoption~~determines if an arrangement is a lease at inception of ~~this standard to have~~ a ~~material impact on its financial statements.~~

~~In March 2016, the FASB issued ASU2016-09,~~~~Compensation – Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting,~~~~to simplify the accounting for stock compensation. The Company adopted this standard effective January 1, 2017 and, on a prospective basis,~~contract. Substantially all ~~excess tax benefits and tax deficiencies related to share-based payments are recognized as income tax expense or benefit rather than additionalpaid-in~~ capital and are classified as operating activities on the consolidated statements of cash flows. Excess tax benefits and tax deficiencies are considered discrete items in the reporting period during which they occur and are not included in the estimate of the Company’s ~~annual effective tax rate. Additionally, excess tax benefits and tax deficiencies~~leases are ~~prospectively excluded from the assumed proceeds in the calculation of diluted shares. As permitted by ASU2016-09,~~ the Company elected to account for forfeitures as they occur, rather than continuing to estimate expected forfeitures. This election was applied using a modified retrospective transition method whereby the cumulative effectoperating leases. A significant portion of the ~~change as of January 1, 2017 was recorded as a decrease of $215 to retained earnings~~Company’s operating lease portfolio includes manufacturing sites, component warehouses and ~~an increase of $215 to additional paid in capital.~~corporate offices. The ~~adoption of this standard did not have a material impact~~remaining lease terms on the majority of the Company’s ~~financial position, results~~leases is between 2.5 to 8 years, some of ~~operations or cash flows.~~

~~In February 2016, the FASB issued ASU2016-02,~~~~Leases (Topic 842),~~which ~~requires a lessee~~include options to ~~record aright-of-use~~ ~~asset and a lease liability for all leases with a term greater than twelve months regardless of whether~~extend the lease ~~is classified as an operating lease or a financing lease.~~terms. Leases with aan initial term of ~~twelve~~12 months or less are not recorded on the condensed consolidated balance sheet. Operating lease right of use (“ROU”) assets are presented within long term assets, the current portion of operating lease liabilities is presented within current liabilities and the non-current portion of operating lease liabilities are presented within long term liabilities on the condensed consolidated balance sheet.

ROU assets represent the Company’s right to use an underlying asset during the lease term and the lease liabilities represent the Company’s obligation to make the lease payments arising during the lease. ROU assets and liabilities are recognized at commencement date based on the net present value of fixed lease payments over the lease term. The Company’s lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will beexercise that option. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term.

The components of the lease costs were as follows:


		Three Months Ended ‎June 30, 2020		Six Months Ended ‎June 30, 2020
Operating lease costs:
Fixed	$	2,815	$	5,897
Short-term		132		371
Total lease cost	$	2,947	$	6,268


Supplemental balance sheet information related to leases were as follows:
		June 30, 2020
Operating leases:
Right of use assets	$	53,442

Lease liabilities:
Lease liability, current	$	15,063
Lease liability, long-term		48,306
Total operating lease liabilities	$	63,369


Supplemental cash flow information is as follows:
		Six Months Ended June 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,982
Total	$	8,982

Right of use assets obtained in exchange for new lease obligations:
Operating leases	$	1,326
Total	$	1,326


The aggregate future lease payments for operating leases as of June 30, 2020 are as follows:
		Operating leases
2020 (Excluding the six months ended June 30, 2020)	$	8,761
2021		17,411
2022		10,205
2023		9,074
2024		8,332
Thereafter		18,039
Total lease payments		71,822
Less: interest		(8,453)
Total	$	63,369


The aggregate future lease payments for operating leases as of December 31, 2019 were as follows:
		Operating leases
2020	$	17,743
2021		17,200
2022		9,969
2023		8,832
2024		8,082
Thereafter		16,164
Total lease payments		77,990
Less: interest		(9,263)
Total	$	68,726


Weighted-average remaining lease term (years)
Operating leases	7.2
Weighted-average discount rate
Operating leases	4.5%

On February 26, 2019, the Company entered into an Amendment to its lease of the Shoals, Alabama manufacturing facility to extend the initial term thereof from December 31, 2021 to December 31, 2026, with two five-year extension terms thereafter through December 31, 2031 and December 31, 2036, at the Company’s option. In addition, the Company will vacate up to 40% of the manufacturing facility on or before December 31, 2021 with the base rent payable to the Landlord reduced on proportional basis. The Company accounted for the amendment as a modification of the lease, resulting in a ~~similar manner~~non-cash increase to existing guidance for operating leases. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Entities are required tolease liability and right of use ~~a modified retrospective approach for leases that exist or are entered into after the beginning~~asset of ~~the earliest comparative period in the financial statements. The Company is currently assessing the impact of this standard on the Company’s financial position, results of operations and cash flows.~~

~~In July 2015, the FASB issued ASU2015-11,~~~~Inventory (Topic 330),~~ which requires entities to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. Under ASU~~2015-11,~~ inventory is measured at the lower of cost and net realizable value, which eliminates the need to determine replacement cost and evaluate whether it is above the ceiling (net realizable value) or below the floor (net realizable value less normal profit margin). ASU~~2015-11~~ defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The adoption of this standard$32,079 during the first quarter of ~~2017 did~~2019. The Company concluded that the initial term through December 31, 2026 would be included in the measurement of lease liabilities as of the modification date. The Company has concluded that the options for extensions beyond that date are not reasonably certain of exercise, and have been excluded from the measurement of lease liabilities.

During 2019, the Company entered into a ~~material impact~~lease agreement of new office space for which the Company took possession on February 1, 2020. The new lease arrangement requires total minimum lease payments of approximately $3,000 over 11.5 years.

Note 5 – Revenue Recognition

The following table disaggregates the Company’s revenues by major source:



		Three months ended			Six months ended
		June 30,			June 30,
		2020		2019		2020		2019

Railcar sales	$	13,746	$	69,173	$	15,272	$	135,117
Parts sales		2,297		2,795		4,510		5,859
Other sales		1		11		1		30
Revenues from contracts with customers		16,044		71,979		19,783		141,006
Leasing revenues		1,414		1,682		2,872		3,363
Total revenues	$	17,458	$	73,661	$	22,655	$	144,369

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. However, during the second quarter of 2020, the Company recognized a provision for doubtful accounts of $334 largely related to one customer in its leasing portfolio that filed for bankruptcy.

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 0 contract assets as of June 30, 2020. 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 ~~financial statements.~~Condensed Consolidated Balance Sheet were $36,198 and $5,607 as of June 30, 2020 and December 31, 2019, respectively.

~~In May 2014,~~

Performance Obligations

The Company is electing not to disclose the ~~FASB issued~~value of the remaining unsatisfied performance obligation with a duration of one year or less as permitted by ASU~~No.~~ 2014-09,Revenue from Contracts with ~~Customers~~, which was further clarified in March 2016. The ASU outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most prior revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The ASU is effective for annual reporting periods beginning after December 15, 2017 and early adoption for annual reporting periods beginning after December 15, 2016 is permitted.

Customers.The Company plans to adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective method of adoption. Under this method, the guidance will be applied only to the most current period presented in the financial statements and the cumulative effect of initially applying the standard will result in an adjustment to the opening balance of retained earningshad remaining unsatisfied performance obligations as of ~~the date~~June 30, 2020 with expected duration of ~~adoption.~~

greater than one year of $55,684.

Note 46 – Segment Information

The Company’s operations comprise ~~two~~2 operating segments, Manufacturing and Parts, and ~~one~~1 reportable segment, Manufacturing. The Company’s Manufacturing segment includes new railcar manufacturing, used railcar sales, railcar leasing and major railcar rebuilds. The Company’s Parts operating segment is not significant for reporting purposes and has been combined with corporate and othernon-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 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    Nine Months Ended
   September 30,    September 30,
   2017    2016    2017    2016
Revenues:

Manufacturing
   $ 69,842    $ 111,963    $ 323,649    $ 382,258
Corporate and Other
   2,183    1,498    6,584    5,950








Consolidated Revenues
   $ 72,025    $ 113,461    $ 330,233    $ 388,208








Operating (Loss) Income:

Manufacturing
   $ (10,028 )    $ 6,967    $ (451 )    $ 25,179
Corporate and Other (1)
   (8,584 )    (7,019 )    (18,003 )    (6,237 )








Consolidated Operating (Loss) Income
   (18,612 )    (52 )    (18,454 )    18,942
Consolidated interest expense and deferred financing costs
   (27 )    (29 )    (99 )    (115 )
Consolidated other income
   232    13    331    95








Consolidated (Loss) Income Before Income Taxes
   $ (18,407 )    $ (68 )    $ (18,222 )    $ 18,922








Depreciation and Amortization:

Manufacturing
   $ 2,170    $ 2,024    $ 6,477    $ 6,163
Corporate and Other
   179    261    544    1,239








Consolidated Depreciation and Amortization
   $ 2,349    $ 2,285    $ 7,021    $ 7,402








Capital Expenditures:

Manufacturing
   $ 141    $ 3,952    $ 519    $ 12,623
Corporate and Other
   27    337    94    447








Consolidated Capital Expenditures
   $ 168    $ 4,289    $ 613    $ 13,070

   September 30,    December 31,
   2017    2016
Assets:

Manufacturing
   $ 167,565    $ 211,043
Corporate and Other
   138,464    110,708




Total Operating Assets
   306,029    321,751
Consolidated income taxes receivable
   826    13,283
Consolidated deferred income taxes, long-term
   11,676    4,221




Consolidated Assets
   $ 318,531    $ 339,255

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 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,
	2020		2019		2020		2019
Revenues:
Manufacturing	$	15,129	$	70,817	$	18,069	$	138,412
Corporate and Other		2,329		2,844		4,586		5,957
Consolidated revenues	$	17,458	$	73,661	$	22,655	$	144,369

Operating loss:
Manufacturing (1)	$	(8,348)	$	(3,019)	$	(20,148)	$	(12,656)
Corporate and Other		(4,600)		(12,824)		(9,893)		(17,703)
Consolidated operating loss		(12,948)		(15,843)		(30,041)		(30,359)
Consolidated interest expense and deferred financing costs		(167)		(115)		(463)		(151)
Consolidated other income		134		83		358		402
Consolidated loss before income taxes	$	(12,981)	$	(15,875)	$	(30,146)	$	(30,108)

Depreciation and amortization:
Manufacturing	$	2,688	$	3,075	$	5,483	$	6,097
Corporate and Other		183		191		401		374
Consolidated depreciation and amortization	$	2,871	$	3,266	$	5,884	$	6,471

Capital expenditures:
Manufacturing	$	3,033	$	898	$	5,953	$	1,432
Corporate and Other		305		377		1,056		602
Consolidated capital expenditures	$	3,338	$	1,275	$	7,009	$	2,034

(1) Results for the three months and six months ended June 30, 2020 include restructuring and impairment charges of $267 and $1,147, respectively.

~~(1)~~

~~Results for the nine months ended September 30, 2016 included a $14,306 gain on the settlement of a postretirement benefit plan obligation, net of plaintiffs’ attorneys’ fees (see Note 12).~~


	June 30,		December 31,
	2020		2019
Assets:
Manufacturing	$	182,141	$	156,859
Corporate and Other		70,619		87,329
Total operating assets		252,760		244,188
Consolidated income taxes receivable		1,027		1,014
Consolidated deferred income taxes, long-term		(3)		-
Consolidated assets	$	253,784	$	245,202



Geographic Information

		Revenues								Long Lived Assets(a)
		Three Months Ended				Six Months Ended
		June 30,				June 30,				June 30,		December 31,
		2020		2019		2020		2019		2020		2019
United States	$	17,458	$	73,661	$	22,655	$	144,369	$	125,748	$	132,825
Mexico (b)		-		-		-		-		5,555		1,146
Total	$	17,458	$	73,661	$	22,655	$	144,369	$	131,303	$	133,971

(a) Long lived assets include net property plant and equipment, Railcars available for lease, and ROU Assets
(b) Included in manufacturing segment

Note 57 – 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 orbasis and the Company’s non-financial assets that were recorded at fair value on a non-recurring basis.



Recurring Fair Value Measurements	As of September 30, 2017									As of June 30, 2020
	Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
ASSETS:
Cash equivalents	$	37,292	$	—	$	—	$	37,292
Cash equivalents and restricted cash equivalents									$	4,303	$	-	$	-	$	4,303
Restricted certificates of deposit	$	6,080	$	—	$	—	$	6,080	$	3,855	$	-	$	-	$	3,855
Escrow receivable	$	—	$	—	$	1,420	$	1,420	$	-	$	-	$	930	$	930

Non-Recurring Fair Value Measurements
   Period Ended September 30, 2017
   Level 1    Level 2    Level 3    Total
ASSETS:

Property, plant and equipment
   $ —      $ 1,434    $ —      $ 1,434


Recurring Fair Value Measurements	As of December 31, 2016									As of December 31, 2019
	Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
ASSETS:
Cash equivalents	$	15,156	$	—	$	—	$	15,156
Cash equivalents and restricted cash equivalents									$	4,580	$	-	$	-	$	4,580
Restricted certificates of deposit	$	5,970	$	—	$	—	$	5,970	$	3,769	$	-	$	-	$	3,769
Escrow receivable	$	—	$	—	$	1,910	$	1,910	$	-	$	-	$	930	$	930

The sale of the Company’s railcar repair and maintenance services business on September 30, 2015 resulted in $1,960 of the aggregate purchase price being placed into escrow in order to secure the indemnification obligations of FCRS and FCSL. The fair market value of the remaining escrow receivable above represents the escrow balance of ~~$1,470 and $1,960~~$980 as of ~~September~~each of June 30, ~~2017~~2020 and December 31, ~~2016, respectively,~~2019, net of the fair value of the indemnification obligations, which was estimated using the discounted probability-weighted cash flow method.

Note 8 – Restricted Cash

The Company establishes restricted cash balances when required by customer contracts and to collateralize standby letters of credit. The carrying value of ~~property, plant and equipment at the Company’s idled Danville, Illinois manufacturing facility was reduced to its estimated~~restricted cash approximates fair ~~market value during the second quarter of 2017, resulting in anon-cash~~ ~~impairment charge of $333. Fair market value was estimated using the market approach using market data such as recent sales of comparable assets in active markets and estimated salvage values.~~value.

The carrying value of property, plant and equipment at the Company’s Johnstown, Pennsylvania administrative facility was reduced to its estimated fair market value during the third quarter of 2016, resulting in a~~non-cash~~ impairment charge of $1,255. Fair market value was estimated using the market approach using market data such as recent sales of comparable assets in active markets and estimated salvage values. The proceeds from sale of the facility during the first quarter of 2017 and the resulting gain on sale were not material.

~~Note 6 – Marketable Securities~~

The Company’s ~~current investment policy is to invest in~~restricted cash ~~certificates of deposit, U.S. Treasury securities, U.S. government agency obligations and money market funds invested in U.S. government securities. Marketable securities~~balances are as of September 30, 2017 of $51,003 consisted of U.S. Treasury securities held to maturity and certificates of deposit with original maturities of greater than 90 days and up to one year. Due to the short-term nature of these securities and their low interest rates, there is no material difference between their fair market values and amortized costs. The Company owned no marketable securities as of December 31, 2016.follows:


	June 30,		December 31,
	2020		2019

Restricted cash from customer deposit	$	13,692	$	-
Restricted cash to collateralize standby letters of credit		203		-
Total restricted cash	$	13,895	$	-

Note 79 – Inventories

Inventories, net of reserve for excess and obsolete items, consist of the following:



	June 30,		December 31,
	2020		2019

Work in process	$	41,978	$	19,742
Finished new railcars		-		-
Parts inventory		5,138		5,350
Total inventories, net	$	47,116	$	25,092

   September 30,    December 31,
   2017    2016
Work in process
   $ 66,616    $ 83,576
Finished new railcars
   1,254    11,858
Parts inventory
   2,393    2,470




Total inventories, net
   $ 70,263    $ 97,904

Inventory on the Company’s ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets includes reserves of ~~$4,754~~$10,685 and ~~$4,307~~$5,633 relating to excess or slow-moving inventory and lower of cost or net realizable value for parts and work in process at ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively.

Note 810 – ~~Goodwill~~

~~The Company assesses the carrying value of goodwill for impairment annually or more frequently whenever events occur~~Debt Financing and circumstances change indicating potential impairment. On August 1, 2017, the Company performed its annual assessment of its Manufacturing reporting unit, the only reporting unit carrying goodwill, and concluded that the estimated fair value of the Manufacturing reporting unit exceeded the carrying value as of the testing date. Management determined the fair value of the Manufacturing reporting unit using a combination of the income approach, utilizing the discounted cash flow method, and the market approach, utilizing the guideline company method. Fair value based on the income approach was given a 60% weighting and fair value based on the market approach was given a 40% weighting.

Fair value calculations using the income approach contain significant judgments and estimates with respect to a variety of factors that will significantly impact the future performance of the business, including: future railcar volume projections based on an industry-specific outlook for railcar demand; estimated margins on railcar sales; estimated growth rate for selling, general and administrative costs; future effective tax rate for the Company; and weighted-average cost of capital (“WACC”). Management estimated a WACC of 14% for the Company’s August 1, 2017 goodwill impairment valuation analysis.

In addition to estimating the fair value of the Company’s Manufacturing reporting unit using the discounted cash flow method in the base case scenario, the Company also estimated the fair value of its Manufacturing reporting unit using the discounted cash flow method for alternate scenarios. From a sensitivity perspective, the estimated fair value of the net assets in the Company’s Manufacturing reporting unit exceeded the carrying value even if the WACC used in the discounted cash flow method was increased by one hundred basis points or the terminal margin was decreased by seventy basis points. If market conditions further deteriorate or the performance of the Manufacturing reporting unit is worse than projected over an extended period of time, the reporting unit could potentially be at risk of an impairment charge. As of September 30, 2017, the total goodwill balance of the Manufacturing reporting unit was $21,521.

~~Note 9 –~~ Revolving Credit ~~Facility~~Facilities

BMO Credit Agreement

On ~~June 13, 2016,~~April 12, 2019, the Company entered into a ~~First Amendment to~~ Credit and Security Agreement (the ~~“First Amendment”~~“BMO Credit Agreement”) by and among ~~FreightCar~~the Company and certain of its subsidiaries, as borrowers and guarantors (together with the Company, the “Borrowers”), and BMO Harris Bank ~~of America,~~ N.A., as lender ~~administrative agent, swingline lender~~(“BMO”). Pursuant to the BMO Credit Agreement, BMO extended an asset-based credit facility, in the maximum aggregate principal amount of up to $50,000, consisting of revolving loans and ~~letter~~a sub-facility for letters of credit ~~issuer (the “Bank”).~~

not to exceed the lesser of $10,000 and the amount of the revolving credit facility.

The ~~First Amendment~~BMO Credit Agreement has a term ending on April 12, 2024. Revolving loans outstanding thereunder will bear interest, at the Borrowers’ option and subject to the provisions of the BMO Credit Agreement, at Base Rate (as defined in the BMO Credit Agreement) or LIBOR Rate (as defined in the BMO Credit Agreement) plus the Applicable Margin for each such interest rate set forth in the BMO Credit Agreement.

The BMO Credit Agreement provides for a revolving credit facility with maximum availability of $42,500, subject to borrowing base requirements set forth in the BMO Credit Agreement. The maximum availability under the BMO Credit Agreement is determined by a formula and may fluctuate depending on the value of the borrowing base included in such formula at the time of determination. On February 21, 2020, the Company, certain of its subsidiaries, as borrowers and guarantors, and BMO, amended the BMO Credit Agreement, ~~dated as of July 26, 2013 (the “Original Credit Agreement” and, as amended by the First Amendment, the ”Revolving Credit Facility”), by and among the Borrowers and the Bank in order~~ to, among other ~~things: (1) extend~~things, increase the ~~term~~borrowing base during the period commencing February 21, 2020 until May 15, 2020 by the lesser of (i) 100% of qualified unrestricted cash and (ii) $4,000.

The BMO Credit Agreement has both affirmative and negative covenants, including, without limitation, limitations on indebtedness, liens and investments. The BMO Credit Agreement also provides for customary events of default. Borrowings under the BMO Credit Agreement are collateralized by substantially all of the Original Credit Agreement to July 26, 2019; and (2) replace the negative covenant requiring a minimum consolidated net liquidity of $35,000 with a negative covenant requiring a maximum consolidated net leverage ratio of 2.50:1.00.

Borrowers’ assets. As of ~~September~~June 30, ~~2017 and December 31, 2016,~~2020, the Company had no0 borrowings under the ~~Revolving Credit Facility. As of September 30, 2017~~BMO credit facility and ~~December 31, 2016, the Company had $5,812 and $5,720, respectively, in outstanding letters of credit under the Revolving Credit Facility and therefore had $44,188 and $44,280, respectively,~~$10,195 available for borrowing under the ~~Revolving~~BMO credit facility. The Company has a $4,000 letter of credit outstanding under the letter of credit sub-facility of the BMO Credit ~~Facility.~~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

Note 11 – Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) consist of the following:

   Pre-Tax    Tax    After-Tax
Three months ended September 30, 2017

Pension liability activity:

Reclassification adjustment for amortization of net loss(pre-tax cost of sales of $129 and selling, general and administrative expenses of $(10))
   $ 119    $ 42    $ 77
Postretirement liability activity:

Reclassification adjustment for amortization of net gain(pre-tax cost of sales of $(2) and selling, general and administrative expenses of $(77))
   (79 )    (28 )    (51 )
Reclassification adjustment for amortization of prior service cost(pre-tax selling, general and administrative expenses of $4)
   4    2    2






   $ 44    $ 16    $ 28






   Pre-Tax    Tax    After-Tax
Three months ended September 30, 2016

Pension liability activity:

Actuarial loss
   $ (1,200 )    $ (422 )    $ (778 )
Reclassification adjustment for amortization of net loss(pre-tax cost of sales of $135 and selling, general and administrative expenses of $(10))
   125    44    81
Postretirement liability activity:

Actuarial loss
   (300 )    (105 )    (195 )
Reclassification adjustment for amortization of net gain(pre-tax cost of sales of $(59) and selling, general and administrative expenses of $(9))
   (68 )    (24 )    (44 )
Reclassification adjustment for amortization of prior service cost(pre-tax cost of sales of $4 and selling, general and administrative expenses of $1)
   5    2    3






   $ (1,438 )    $ (505 )    $ (933 )

   Pre-Tax    Tax    After-Tax
Nine months ended September 30, 2017

Pension liability activity:

Reclassification adjustment for amortization of net loss(pre-tax cost of sales of $386 and selling, general and administrative expenses of $(29))
   $ 357    $ 127    $ 230
Postretirement liability activity:

Reclassification adjustment for amortization of net gain(pre-tax cost of sales of $(6) and selling, general and administrative expenses of $(232))
   (238 )    (84 )    (154 )
Reclassification adjustment for amortization of prior service cost(pre-tax selling, general and administrative expenses of $11)
   11    4    7






   $ 130    $ 47    $ 83






Nine months ended September 30, 2016
   Pre-Tax    Tax    After-Tax
Pension liability activity:

Actuarial loss
   $ (1,200 )    $ (422 )    $ (778 )
Reclassification adjustment for amortization of net loss(pre-tax cost of sales of $405 and selling, general and administrative expenses of $(30))
   375    132    243
Postretirement liability activity:

Actuarial loss
   (1,989 )    (699 )    (1,290 )
Settlement gain
   37,190    13,076    24,114
Reclassification adjustment for settlement income(pre-tax gain on settlement of postretirement benefit plan obligation)
   (15,606 )    (5,487 )    (10,119 )
Reclassification adjustment for amortization of net loss(pre-tax cost of sales of $(24) and selling, general and administrative expenses of $(4))
   (28 )    (10 )    (18 )
Reclassification adjustment for amortization of prior service cost(pre-tax cost of sales of $11 and selling, general and administrative expenses of $2)
   13    5    8






   $ 18,755    $ 6,595    $ 12,160


		Pre-Tax		Tax		After-Tax
Three months ended June 30, 2020
Pension liability activity:
Reclassification adjustment for amortization of net loss (pre-tax other income (expense))	$	140	$	-	$	140
	$	140	$	-	$	140


		Pre-Tax		Tax		After-Tax
Three months ended June 30, 2019
Pension liability activity:
Reclassification adjustment for amortization of net loss (pre-tax other income (expense))	$	137	$	-	$	137
Postretirement liability activity:
Reclassification adjustment for amortization of net gain (pre-tax other income (expense))		(97)		-		(97)
Reclassification adjustment for amortization of prior service cost (pre-tax other income (expense))		4		-		4
	$	44	$	-	$	44


		Pre-Tax		Tax		After-Tax
Six months ended June 30, 2020
Pension liability activity:
Actuarial gain	$	281	$	-	$	281
	$	281	$	-	$	281


		Pre-Tax		Tax		After-Tax
Six months ended June 30, 2019
Pension liability activity:
Reclassification adjustment for amortization of net loss (pre-tax other income (expense))	$	274	$	-	$	274
Postretirement liability activity:
Reclassification adjustment for amortization of net gain (pre-tax other income (expense))		(194)		-		(194)
Reclassification adjustment for amortization of prior service cost (pre-tax other income (expense))		7		-		7
	$	87	$	-	$	87

The components of accumulated other comprehensive loss consist of the following:

   September 30,    December 31,
   2017    2016
Unrecognized pension cost, net of tax of $6,279 and $6,405
   $ (10,212 )    $ (10,441 )
Unrecognized postretirement income, net of tax of $543 and $623
   2,132    2,278




   $ (8,080 )    $ (8,163 )


		June 30,		December 31,
		2020		2019
Unrecognized pension cost, net of tax of $6,282 and $6,282, respectively	$	(10,499)	$	(10,780)
	$	(10,499)	$	(10,780)

Note 1112 – Stock-Based Compensation

In each of January 2015, 2016 and 2017, the Company granted performance shares with performance measurement periods of three calendar years. The shares will vest and be earned at the end of each performance measurement period, if at all, based on the Company’s three-year cumulative basic earnings per share, provided that a minimum three-year average return on invested capital goal is also met or exceeded. The earnings per share thresholds and return on invested capital goals were established by the Company’s board of directors on the grant dates. The Company recognizes stock-based compensation cost for performance shares over the vesting period based on the fair market value of the Company’s stock on the award date multiplied by the estimated number of shares to be awarded based on the probable outcome of the performance conditions.

~~On July 31, 2017, the Company grantednon-qualified~~ stock options to purchase 350,000 shares of our common stock to an executive of the Company. The award features a performance earning vesting schedule whereby the stock options will vest if the average closing price per share of the Company’s stock over the trailing 90 calendar days (the “Threshold Stock Price”) exceeds the closing price per share of the Company’s stock on July 31, 2017 (the “Reference Stock Price”) as follows: 34% of the stock options will vest if the Threshold Stock Price exceeds the Reference Stock Price by $5.00; another 33% of the stock options will vest if the Threshold Stock Price exceeds the Reference Stock Price by $10.00; and the remaining 33% of the stock options will vest if the Threshold Stock Price exceeds the Reference Stock Price by $15.00. Such stock price appreciation goals can be achieved at any point during the options’~~ten-year~~ contractual term. 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 Company recognizes stock-based compensation cost for stock options with market conditions over the derived service period of the stock options. The estimated fair value and derived service period for the stock options were calculated using a Monte Carlo simulation. Assumptions used in valuing the July 31, 2017 stock options include the expected stock option life, expected volatility, expected dividend yield and risk-free rate. The stock options were assumed to have an expected life equal to the midpoint of (a) the date the performance goal is attained and (b) the date the stock options expire. The expected volatility assumption of 49.22% was based on the Company’s historical stock price volatility over the~~ten-year~~ period ended on the grant date. The expected dividend yield assumption of 2.19% was based on the Company’s quarterly dividend payment of $0.09 and the grant date stock price of $16.44. The risk-free rate assumption of 2.30% was based on the yields on U.S. Treasury STRIPS with a remaining term that approximates the life assumed at the date of the grant. The estimated fair value of the three vesting tranches for the stock options ranged from $6.88 to $7.25 with derived service periods from 0.98 years to 2.39 years.

Total stock-based compensation was ~~$195~~$(156) and ~~$142~~$(415) for the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively and ~~$566~~$94 and ~~$815~~$274 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively. As of ~~September~~June 30, ~~2017,~~2020, there was ~~$884~~$1,569 of unearned compensation expense related to restricted stock awards, which will be recognized over the remaining weighed average requisiteservice period of 3522 months. As of ~~September~~June 30, ~~2017,~~2020, there was ~~$2,204~~$330 of unearned compensation related to ~~performance~~time-vested stock options, which will be recognized over the remaining ~~derived~~requisite service period of 18 months.

During the six months ended June 30, 2020, the Company granted 1,129,464 cash settled stock appreciation rights to certain employees of which 260,431 were forfeited during 2020 and 869,033 remain outstanding as of June 30, 2020. 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 years and have a contractual life of 10 years. Cash settled stock appreciation rights are classified as liabilities. The Company measures the fair value of 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 settled. Compensation cost for cash settled stock appreciation rights is trued up each ~~vesting tranche.~~reporting period for changes in fair value pro-rated for the portion of the requisite service period rendered. Once vested the Company immediately recognizes compensation cost for any changes in fair value of cash settled stock appreciation rights until settlement. The estimated fair value of the cash settled stock appreciation rights as of June 30, 2020 was $470. Stock-based compensation for cash settled stock appreciation rights for the three and six months ended June 30, 2020 was not material.

The fair value of cash settled stock appreciation rights as of June 30, 2020 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	5.6 years	57.50%	0.00%	0.33%	$0.54
2020	3/9/2020	5.7 years	57.39%	0.00%	0.34%	$0.59
2020	4/7/2020	5.8 years	57.24%	0.00%	0.35%	$0.71

Note 1213 – Employee Benefit Plans

The Company has a qualified, defined benefit pension ~~plans~~plan that ~~were~~was established to provide benefits to certain employees. ~~These plans are~~The plan is frozen and participants are no longer accruing benefits. Generally, contributions to the ~~plans~~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 ~~plans’~~plan assets are held by an independent ~~trustees~~trustee and consist primarily of equity and fixed income securities.

The Company also ~~historically~~ provided certain postretirement health care benefits for certain of its salaried ~~and hourly~~ retired employees. Generally, employees ~~may become~~became eligible for health care benefits if they ~~retire~~retired after attaining specified age and service requirements. These benefits ~~are~~were subject to deductibles,co-payment provisions and other limitations.

On ~~March 25, 2016,~~October 15, 2019, the Company ~~made a cash payment of $31,616 (including $166 of interest)~~notified retirees and affected active employees that it would terminate medical benefits offered to ~~settle disputed retiree medical and life insurance benefits for hourly~~ retirees of the ~~Company’s Johnstown manufacturing facility. The settlement resulted in apre-tax~~ ~~gain of $14,306 (net of plaintiffs’ attorneys’ fees of $1,300)~~Company and a reduction in the postretirement benefit obligation of approximately $68,806 as of March 25, 2016. Additionally, as a result of the cost reduction programs initiated in August 2016 and January 2017 (see Note 15), certain employees participating in the salaried pension and postretirement benefit plans were impacted, which triggered curtailments of the respective plans.

~~As of~~their dependents effective January 1, ~~2017,~~2020. The retiree benefits that were terminated include medical insurance and vison insurance that were offered under the ~~Company changed the method it used to estimate the service~~FreightCar America, Inc. Health and interest components of net periodic benefit cost for postretirement benefits and the interest component for pension benefits. Historically, the Company estimated these service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. The Company has elected to utilize a full yield curve approach in estimating these components by applying the specific spot rates along the yield curve used in determining the benefit obligation to the relevant projected cash flows. The Company made this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows and the corresponding spot yield curve rates. This change will not affect the measurement of the Company’s total benefit obligation at the Company’s annual measurement date, as the refinement compared to the previous method results in a decrease in the service cost and interest components of net periodic benefit cost with an equal offset to actuarial gains (losses) with no net impact on the total benefit obligation.

Welfare Plan.

The refinement did not have a material impact on the condensed consolidated balance sheet as of September 30, 2017 or the condensed consolidated statement of operations for the three and nine months ended September 30, 2017. This change is accounted for prospectively as a change in accounting estimate.

The components of net periodic benefit cost (benefit) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, are as follows:

   Three Months Ended    Nine Months Ended
   September 30,    September 30,
   2017    2016    2017    2016
Pension Benefits

Interest cost
   $ 446    $ 582    $ 1,338    $ 1,746
Expected return on plan assets
   (642 )    (686 )    (1,926 )    (2,058 )
Amortization of unrecognized net loss
   119    125    357    375
Plan curtailment and special termination benefits
   —      —      270    —








   $ (77 )    $ 21    $ 39    $ 63








   Three Months Ended    Nine Months Ended
   September 30,    September 30,
   2017    2016    2017    2016
Postretirement Benefit Plan

Service cost
   $ 13    $ 15    $ 37    $ 45
Interest cost
   51    65    151    868
Settlement income
   —      —      —      (15,606 )
Amortization of prior service cost
   4    4    11    12
Amortization of unrecognized net (gain) loss
   (79 )    (68 )    (238 )    (28 )
Plan curtailment and special termination benefits
   —      —      150    —








   $ (11 )    $ 16    $ 111    $ (14,709 )



	Three Months Ended				Six Months Ended
	June 30,				June 30,
Pension Benefits	2020		2019		2020		2019
Interest cost	$	358	$	466	$	716	$	932
Expected return on plan assets		(609)		(555)		(1,218)		(1,110)
Amortization of unrecognized net loss		140		137		280		274
	$	(111)	$	48	$	(222)	$	96



	Three Months Ended				Six Months Ended
	June 30,				June 30,
Postretirement Benefit Plan	2020		2019		2020		2019
Service cost	$	-	$	5	$	-	$	10
Interest cost		-		45		-		90
Amortization of prior service cost		-		4		-		8
Amortization of unrecognized net gain		-		(97)		-		(194)
	$	-	$	(43)	$	-	$	(86)

The Company made no0 contributions to the Company’s defined benefit pension ~~plans~~plan for each of the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016.~~2019. The Company expects to make no0 contributions to its pension ~~plans~~plan in ~~2017.~~2020.

Due to the plan termination the Company made 0 postretirement benefit plan contributions during each of the three and six months ended June 30, 2020. The Company made contributions to the Company’s postretirement benefit plan for salaried retirees of ~~$122~~$158 and ~~$121~~$276 for the three and six months ended ~~September~~June 30, ~~2017 and 2016, respectively, and $389 and $349 for the nine months ended September 30, 2017 and 2016,~~2019, respectively. The Company expects to make $403 in contributions (including contributions already made) to its postretirement benefit plan in 2017 for salaried retirees. As a result of the settlement payment described above, the Company had no further postretirement benefit obligation for hourly retirees after March 25, 2016.

The Company also maintains qualified defined contribution plans, which provide benefits to employees based on employee contributions and employee ~~earnings or certain subsidiary~~ earnings with discretionary contributions allowed. Expenses related to these plans were ~~$243~~$372 and ~~$571~~$743 for the three and six months ended ~~September~~June 30, ~~2017~~2019, respectively. Effective January 1, 2020, the Company suspended the employer contribution to its defined contribution plans.

Note 14 – Contingencies and ~~2016, respectively, and $1,180 and $1,616 for the nine months ended September 30, 2017 and 2016, respectively.~~Legal Settlements

~~Note 13 – Contingencies~~

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 its Cherokee, Alabama (“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 years from the date of the incentive. ~~The Company’s level of~~In the event that employment ~~at its Shoals facility currently exceeds and is expected to continue to exceed~~levels drop below the minimum targeted levels of ~~employment. In the event that~~employment and any portion of the incentives is required to be paid back, the amount is unlikely to exceed the deferred liability balance of $5,831 as of ~~September~~June 30, ~~2017.~~

2020.

~~On April 17, 2015 and September 30, 2015, National Steel Car Limited (“NSC”) filed Complaints for Patent Infringement against~~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 2019, the Company paid $3,500 of the settlement amount and the remaining $4,000 will be paid over a period of three years, or on an accelerated basis in the ~~United States District Court for~~event both parties agree to accelerate delivery of railcars currently in the Northern District of Illinois (Eastern Division) in Chicago, Illinois. The complaints assert five United States patents against certain aggregate gondola freight cars sold to certain customers. The complaints seek injunctive relief and an unspecified amount of damages. The Court consolidated both cases on November 12, 2015. On January 29, 2016, NSC filed an amended complaint, alleging that 18 offers to sell made by the Company also infringed NSC’s patents. The Company filed its answer to NSC’s amended complaint on February 16, 2016, responding to NSC’s newly raised allegations and adding new affirmative defenses as well as counterclaims for~~non-infringement~~ ~~and invalidity. The Company also filed~~~~inter partes~~review (“IPR”) petitions in March 2016 with the U.S. Patent and Trademark Office’s Patent Trial and Appeal Board (“PTAB”) for two of the five asserted patents. In June 2015, the parties began conducting the first phase of fact discovery, which concluded on August 9, 2016. In September 2016, the PTAB granted the IPR petitions and instituted trials on all asserted claims for both patents. On October 5, 2016, the Company filed a motion to stay the district court litigation in order to allow the IPR trials to run their course, which the district court denied. A claim construction hearing before the district court took place on January 31, 2017, and the court’s ruling was issued on June 8, 2017. The PTAB rendered its final written decisions in both IPR trials on September 22 and 25, 2017, finding that the Company had not shown by a preponderance of the evidence that the subject claims of the two patents were unpatentable. On October 4, 2017, the court entered a new case schedule for the litigation, although a trial date has not yet been set, and the parties have engaged in settlement discussions. A status hearing has been set for December 19, 2017. The Company believes that the complaints are without merit and, subject to the ongoing settlement discussions, intends to vigorously defend against the allegations. While the ultimate outcome of these proceedings cannot be determined at this time, it is the opinion of management that the resolution of these actions will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.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. While the ultimate outcome of these other legal proceedings cannot be determined at this time, it is the opinion of management that the resolution of these other actions will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

On a quarterly basis, the Company evaluates the potential outcome of all significant contingencies and estimates the likelihood that a future event or events will confirm the loss of an asset or the incurrence of a liability. When information available prior to the issuance of the Company’s financial statements indicates that, in management’s judgment, it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and the amount of loss can be reasonably estimated, the contingency is accrued by a charge to income. During the third quarter of 2017, the Company recorded contingency losses of $2,850 related to the foregoing matters, which is reported in the Company’s condensed consolidated statement of operations in “Selling, general and administrative expenses”.

Note 1415 – Earnings Per Share

Shares used in the computation of the Company’s basic and diluted earnings per common share are reconciled as follows:



									Three Months Ended ‎June 30,		Six Months Ended ‎June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,				2020	2019	2020	2019
	2017		2016		2017		2016
Weighted average common shares outstanding		12,293,998		12,267,468		12,282,522		12,260,329	12,405,011	12,352,271	12,385,946	12,344,684
Dilutive effect of employee stock options and nonvested share awards		—		—		—		—	-	-	-	-

Weighted average diluted common shares outstanding		12,293,998		12,267,468		12,282,522		12,260,329	12,405,011	12,352,271	12,385,946	12,344,684

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 ~~September~~June 30, ~~2017~~2020 and ~~2016, 443,668~~2019, 1,107,304 and ~~529,293~~707,395 shares, respectively, were not included in the weighted average common shares outstanding calculation as they were anti-dilutive. For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016, 486,074~~2019, 1,076,577 and ~~555,086~~668,370 shares, respectively, were not included in the weighted average common shares outstanding calculation as they were anti-dilutive.

Note 1516 – Restructuring and Impairment Charges

On ~~August 1, 2016,~~July 22, 2019, the Company announced ~~a cost reduction program whereby approximately 15%~~its intention to close its Roanoke, Virginia manufacturing facility as part of its “Back to Basics” strategy. The Company ceased operations at the ~~Company’s salaried administrative workforce would be eliminated,~~facility as of November 29, 2019. The Company terminated its ~~Johnstown, Pennsylvania administrative~~leases for the facility ~~would be closed and certain discretionary spending would be reduced. During the third and fourth quarters~~effective as of ~~2016, the Company recorded restructuring~~March 31, 2020. Restructuring and impairment charges of ~~$2,261, which consisted primarily~~$3,295 and a lease termination gain of~~non-cash~~ $2,224 related to the plant closure were recorded during 2019. Restructuring and impairment charges ~~of $1,255~~related to the plant closure primarily include non-cash impairment charges for property, plant and equipment at the ~~Company’s Johnstown, Pennsylvania administrative~~Roanoke facility and employee severance and ~~other employment termination costs of $1,006.~~retention charges.

In the first quarter of 2017, in response to lower order trends in the industry, the Company announced further reductions to its salaried workforce, initiatives to reduce discretionary spending and the idling of the Company’s Danville, Illinois facility. In connection with the Company’s cost reduction program during 2017, the Company recorded restructuring charges of $1,836 during the nine months ended September 30, 2017, which consisted primarily of employee severance and other employment termination costs and pension and postretirement benefit plan curtailment and special termination benefits. During the nine months ended September 30, 2017, the Company recorded~~non-cash~~ ~~impairment charges of $369 for property, plant and equipment at the Company’s idled Danville, Illinois manufacturing facility.~~

Restructuring and impairment charges are reported as a separate line item on the Company’s condensed consolidated statements of ~~operations. As of September~~operations for the three and six months ended June 30, ~~2017, $513 of employee severance~~2020 and ~~other employment termination costs related to the 2016~~2019, and ~~2017 cost reduction programs remained outstanding.~~are detailed below:


		Three months ended			Six months ended
		June 30,			June 30,
		2020		2019		2020		2019
Impairment and loss on disposal of machinery and equipment	$	-	$	1,319	$	438	$	1,319
Employee severance and retention		1		-		(3)		-
Other charges related to facility closure		266		-		712		-
Total restructuring and impairment costs	$	267	$	1,319	$	1,147	$	1,319



	Accrued as of December 31, 2019		Cash Charges		Non-cash charges		Cash payments		Accrued as of June 30, 2020

Impairment and loss on disposal of machinery and equipment	$	-	$	-	$	438	$	-	$	-
Employee severance and retention		647		(4)		-		(636)		7
Other charges related to facility closure		359		798		(86)		(1,097)		60
Total restructuring and impairment costs	$	1,006	$	794	$	352	$	(1,733)	$	67

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~OVERVIEW~~

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains certain forward-looking statements including, in particular, statements about our plans, strategies and prospects. We have used the words “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “likely,” “unlikely,” “intend” and similar expressions in this report to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. However, forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. These risks and uncertainties relate to, among other things, risks relating to the potential financial and operational impacts of the COVID-19 pandemic; the cyclical nature of our business, the competitive nature of our industry, our reliance upon a small number of customers that represent a large percentage of our sales, the variable purchase patterns of our customers and the timing of completion, delivery and customer acceptance of orders, fluctuating costs of raw materials, including steel and aluminum, and delays in the delivery of raw materials, the risk of lack of acceptance of our new railcar offerings by our customers, risks relating to our relationship with our unionized employees and their unions and other competitive factors. The factors listed above are not exhaustive. Other sections of this quarterly report on Form 10-Q include additional factors that could materially and adversely affect our business, financial condition and results of operations. New factors emerge from time to time and it is not possible for management to predict the impact of all of these factors on our business, financial condition or results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not rely on forward-looking statements as a prediction of actual results. We expressly disclaim any duty to provide updates to forward-looking statements, and the estimates and assumptions associated with them, in order to reflect changes in circumstances or expectations or the occurrence of unanticipated events except to the extent required by applicable securities laws.

OVERVIEW

You should read the following discussion in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this quarterly report on Form10-Q. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

We are a diversified manufacturer of railcars and railcar components. We design and manufacture a broad variety of railcar types for transportation of bulk commodities and containerized freight products primarily in North America. We rebuild and convert railcars and sell forged, cast and fabricated parts for all of the railcars we produce, as well as those manufactured by others. We also lease freight cars. Our primary customers are railroads, shippers and financial institutions.

~~The Company’s operations comprise two operating segments, Manufacturing and Parts, and one reportable segment, Manufacturing. The Company’s Manufacturing segment includes new railcar~~

On July 22, 2019, the Company announced its intention to close its Roanoke, Virginia manufacturing ~~used railcar sales, railcar leasing and major railcar rebuilds. The Company’s Parts operating segment is not significant for reporting purposes and has been combined with corporate and othernon-operating~~ ~~activities~~facility as ~~Corporate and Other.~~

~~Our railcar manufacturing facilities are located in Cherokee, Alabama (“Shoals”), Danville, Illinois and Roanoke, Virginia. Our Shoals facility is an important~~ part of ~~our long-term growth strategy as we continue~~its “Back to expand our railcar product and service offerings. Our Roanoke facility has the capacity to build a variety of railcar types in a cost-effective manner and will continue to support our coal car products when market conditions improve. During the second quarter of 2017,Basics” strategy. The Company ceased operations were significantly curtailed in response to market conditions as we identify new production opportunities. Our Danville facility resumed production in June 2014 after being idled for 14 months. Given the challenged coal market, operations there were again significantly curtailed in 2016 andat the facility ~~was idled~~as of November 29, 2019. The Company terminated its leases for ~~railcar production~~the facility effective as of March 31, ~~2017.~~

~~On August 1, 2016, we announced~~2020. Restructuring and impairment charges of $3.3 million and a ~~cost reduction program whereby approximately 15%~~lease termination gain of ~~our salaried administrative workforce would be eliminated, our Johnstown, Pennsylvania administrative facility would be closed and certain discretionary spending would be reduced. During~~$2.2 million related to the ~~third and fourth quarters~~plant closure were recorded during the last half of ~~2016, we recorded~~2019. Additional restructuring and impairment charges of ~~$2.3~~$1.1 million ~~which consisted primarily ofnon-cash~~were recorded during the six months ended June 30, 2020. Restructuring and impairment charges ~~of $1.3 million for~~related to the plant closure primarily include charges related to property, plant and equipment disposed of or abandoned at ~~our Johnstown administrative~~the Roanoke facility and employee severance and ~~other employment termination costs~~retention charges.

On September 19, 2019, the Company announced the formation of ~~$1.0 million. The annualized cost savings resulting from this restructuring program will be approximately $5.0 million.~~

~~In light of the current cyclical downturn~~a joint venture with Fabricaciones y Servicios de México, S.A. de C.V. (“Fasemex”), a Mexican company with operations in ~~the railcar industry~~both Mexico and the ~~challenged coal market,~~United States. The joint venture will lease a manufacturing facility in the first quarter of 2017 we announced further reductions to our salaried workforce, initiatives to reduce discretionary spending and the idling of our Danville, Illinois facility. In connection with our cost reduction programCastanos, Mexico in ~~2017, we recorded restructuring charges of $1.8 million during the nine months ended September 30, 2017,~~ which consisted primarily of employee severance and other employment termination costs and pension and postretirement benefit plan curtailment and special termination benefits. The annualized cost savings resulting from these actionsit will ~~be approximately $3.0 million when fully implemented. During the nine months ended September 30, 2017, we recordednon-cash~~ ~~impairment charges of $0.4 million for property, plant and equipment at our idled Danville, Illinois facility.~~

~~Total orders for railcars in the third quarter of 2017 were 920 units, consisting of 260~~manufacture new railcars and ~~660 leased~~convert existing railcars. Production of railcars at the facility is expected to begin in the second half of 2020. The Company’s initial obligations under the joint venture include capital contributions of $25 million over several years through a combination of assets and cash. The Company expects to contribute between $3 million and $5 million to the joint venture during the remainder of 2020.

Total new orders received for railcars for the six months ended June 30, 2020 were 300 units all of which were rebuilt railcars, compared to orders for ~~620~~792 units, consisting of ~~520~~292 new railcars and ~~100 leased~~500 rebuilt railcars, for the six months ended June 30, 2019. The decrease in the ~~third quarter~~number of ~~2016.~~new orders for the six months ended June 30, 2020 compared to the prior year period is a reflection of the cyclical downturn (“Cyclical Downturn”) in the railcar equipment market, which began prior to the COVID-19 pandemic, which has served to, and may continue to, intensify the Cyclical Downturn. Total backlog of unfilled orders was ~~3,317~~1,839 units at ~~September~~June 30, ~~2017,~~2020, compared to ~~4,259~~1,650 units at December 31, ~~2016.~~2019. The estimated sales value of the backlog was ~~$291~~$207 million and ~~$419~~$206 million,

respectively, as of ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016.~~

2019. Of the backlog as of June 30, 2020, the Company anticipates that between 750 to 1,000 cars will be recognized as revenue by December 31, 2020.

Since first being reported in December 2019, the COVID-19 pandemic continues to create a general disruption across the world economy. We are closely monitoring and managing the impacts of the COVID-19 coronavirus pandemic on our business, as well as the significant decline in global economic activity, and governmental reactions to the pandemic. The United States government and the Mexico Federal Ministry of Health and Federal Ministry of Communications and Transportation cited the railcar industry as critical to the United States and Mexico’s response efforts to the pandemic. The railcar industry is susceptible to a reduction in demand associated with the overall economic slowdown caused by the virus. In addition, public health organizations and national, state and local governments have implemented measures to combat the spread of COVID-19, including restrictions on movement such as quarantines, “stay-at-home” orders and social distancing ordinances and restricting or prohibiting some forms of business activity. Accordingly, our ability to predict industry demand and establish forecasts for sales, operating results and cash flows may be impacted. Furthermore, our plant operations and supply chain are potentially susceptible to large-scale outbreaks of the virus within our workforce or that of any of our suppliers.

Our management is focused on mitigating the impact of COVID-19 on our business and the risk to our employees. Therefore, we have taken a number of precautionary measures intended to mitigate the impact of COVID-19 on our business and the risk to our employees, including implementing detailed cleaning and disinfecting processes at our facilities, adhering to social distancing protocols, suspending non-essential air travel and encouraging employees to work remotely, when possible.

The Company recorded a decrease in revenue compared against the corresponding prior year quarter which we attribute primarily to the backlog delivery schedule and the Cyclical Downturn in economic activity in the railcar industry which began prior to the pandemic. The Cyclical Downturn has intensified as a result of the COVID-19. As discussed in Liquidity and Capital Resources, if the pandemic continues, it may have a material negative impact on our business financially and or operationally.

RESULTS OF OPERATIONS

Three Months Ended ~~September~~June 30, ~~2017~~2020 compared to Three Months Ended ~~September~~June 30, ~~2016~~2019

~~Revenues~~

Revenues

Our consolidated revenues for the three months ended ~~September~~June 30, ~~2017~~2020 were ~~$72.0~~$17.5 million compared to ~~$113.5~~$73.7 million for the three months ended ~~September~~June 30, ~~2016.~~2019. Manufacturing segment revenues for the ~~third quarter of 2017~~three months ended June 30, 2020 were ~~$69.8~~$15.2 million compared to ~~$112.0~~$70.8 million for the ~~third quarter~~corresponding prior year quarter. Corporate and Other revenues were $2.3 million for the three months ended June 30, 2020 compared to $2.8 million for the three months ended June 30, 2019, largely reflecting lower parts sales driven by soft industry demand. The $55.6 million decrease in Manufacturing segment revenues was largely driven by a decline in the volume of ~~2016.~~railcar units delivered ($59.7 million), the impact of which was partially offset by an increase of $4.3 million due to combined impact of pricing increases and a higher mix of new versus rebuilt cars. Railcar deliveries totaled ~~829~~100 units for the second quarter of 2020, all of which were new railcars, ~~in the third quarter of 2017~~ compared to ~~1,214~~729 units, ~~substantially all~~consisting of ~~which were~~478 new railcars and 251 rebuilt railcars, in the ~~third~~second quarter of ~~2016.~~2019. Although the backlog as of March 31, 2020 ($206.0 million) was higher than the backlog as of March 31, 2019 ($151.9 million), railcar deliveries decreased in the current year quarter as a function of the Cyclical Downturn and the 2020 delivery schedule that is heavily weighted towards the last half of 2020, and is defined by the delivery terms of our customers. The ~~decrease~~Company anticipates that between 750 to 1,000 cars will be delivered to customers in ~~Manufacturing segment revenues for~~ the ~~2017 period compared~~second half of 2020. The 2019 delivery schedule was more heavily weighted to the ~~2016 period reflects~~first half of the ~~32% decrease~~year. Further impacting our deliveries, are build inefficiencies related to the initial production of two orders received in late 2019, due in part to the ~~number~~closure of ~~railcars delivered and slightly lower average sales prices. Corporate and Other revenues for~~ the ~~three months ended September 30, 2017 were $2.2 million compared~~Shoals plant during the first week of the quarter due to ~~$1.5~~COVID-19.

Gross Profit (Loss)

Our consolidated gross loss was $6.1 million for the three months ended ~~September~~June 30, ~~2016 due~~2020 compared to ~~higher parts sales.~~

~~Gross (Loss) Profit~~

~~Our consolidated~~ gross profit margin was (10.9)% for the three months ended September 30, 2017 compared to 8.4% for the three months ended September 30, 2016. Our consolidated gross profit for the three months ended September 30, 2017 was a loss of ~~$7.8 million compared to a profit of $9.5~~$6.0 million for the three months ended ~~September~~June 30, ~~2016, reflecting decreases in~~2019. Manufacturing segment gross loss for the three months ended June 30, 2020 was $6.4 million compared to gross profit ~~from our Manufacturing segment~~ of ~~$18.1~~$5.3 million ~~which were partially offset by increases in gross profit from Corporate and Other of $0.8 million.~~for the three months ended June 30, 2019. The ~~decline in railcar deliveries in the third quarter of 2017 contributed a $4.9 million~~ decrease in gross profit infor our Manufacturing segment ~~while unfavorable~~for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 was primarily due to unabsorbed costs due to significantly lower volume coupled with inefficiencies related to the beginning of production of certain railcar types in 2020 and the positive impact in 2019 gross profit related to the resolution of a previous year’s product ~~mix of lower margin railcars, increased production inefficiencies and two facilities that were largely idled contributed another $13.2 million decrease in gross profit.~~claim ($3.5 million).

Selling, General and Administrative Expenses

Consolidated selling, general and administrative expenses for the three months ended ~~September~~June 30, ~~2017~~2020 were ~~$10.7~~$6.5 million compared to ~~$8.0~~$15.4 million for the three months ended ~~September~~June 30, ~~2016. Manufacturing segment~~2019. The decrease in consolidated selling, general and administrative expenses for

the three months ended June 30, 2020 was primarily due to $7.5 million recorded during the three months ended June 30, 2019 as part of a settlement agreement reached with one of our customers to settle all claims related to a commercial dispute. Consolidated selling, general and administrative expenses for the three months ended ~~September~~June 30, ~~2017~~2020 also included decreases in compensation expense of $1.1 million resulting from cost savings initiatives and certain key employees having left the Company. Manufacturing segment selling, general and administrative expenses were ~~$1.3~~relatively stable for the three months ended June 30, 2020 at $1.7 million compared to ~~$2.4~~$1.8 million for the three months ended ~~September~~June 30, ~~2016 primarily due to lower allocated corporate costs of $0.7 million and lower salaries and wages of $0.3 million.~~2019. Corporate and Other selling, general and administrative expenses were ~~$9.4~~$4.8 million for the three months ended ~~September~~June 30, ~~2017~~2020 compared to ~~$5.6~~$13.5 million for the three months ended ~~September~~June 30, ~~2016. The increase~~2019, the decrease primarily due to the $7.5 million settlement recorded in ~~Corporate~~the 2019 period and ~~Other selling, general and administrative expenses included a $2.9 million provision~~the aforementioned decreases in compensation expense.

Loss on Sale of Railcars Available for a contingent liability, $1.2 million in costs associated with our change in our Chief Executive Officer position, and $0.8 million less allocated corporate costs. This was offset in part by a $0.7 million reduction in salaries and wages.Lease

~~Restructuring and Impairment Charges~~

Restructuring and Impairment Charges

On July 22, 2019, we ~~recorded restructuring~~announced our intention to close our Roanoke, Virginia manufacturing facility as part of our “Back to Basics” strategy. We ceased operations at the facility as of November 29, 2019. We terminated our leases for the facility effective as of March 31, 2020. Restructuring and impairment charges of ~~$1.5 million. These charges consisted ofnon-cash~~$0.3 million for the three months ended June 30, 2020 primarily represented costs to vacate the leased property and equipment abandonment, relocation or removal costs. Restructuring and impairment charges of $1.3 million for the three months ended June 30, 2019 represented non-cash impairment charges for property, plant and equipment at our Johnstown administrative facility and employee severance and other employment termination costs of $0.2 million. In the first quarter of 2017, in response to lower order trends in the industry, we announced further reductions to our salaried workforce, initiatives to reduce discretionary spending and the idling of our Danville, IllinoisRoanoke facility. ~~During the third quarter of 2017 we recorded restructuring and impairment charges of $0.1 million.~~

Operating Loss

Our consolidated operating loss for the three months ended ~~September~~June 30, ~~2017~~2020 was ~~$18.6~~$12.9 million compared to ~~an operating loss of $0.1~~$15.8 million for the three months ended ~~September~~June 30, ~~2016.~~2019. Operating loss for the Manufacturing segment was ~~$10.0~~$8.3 million for the three months ended ~~September~~June 30, ~~2017~~2020 compared to ~~operating income of $7.0~~$3.0 million for the three months ended ~~September~~June 30, ~~2016,~~2019 reflecting the ~~impact of lower deliveries and production inefficiencies,~~$12.1 million deterioration in Manufacturing segment gross loss described above, which ~~were~~was partially offset by the ~~decrease~~decreases in ~~Manufacturing segment selling, general~~the loss on sale of railcars available for lease ($5.2 million) and ~~administrative expenses.~~restructuring and impairment charges ($1.0 million) compared to the 2019 period. Corporate and Other operating loss was ~~$8.6~~$4.6 million for the three months ended ~~September~~June 30, ~~2017~~2020 compared to ~~an operating loss of $7.0~~$12.8 million for the three months ended ~~September~~June 30, ~~2016. The increase in Corporate and Other operating loss was~~2019, primarily due to the previously described ~~increase~~$7.5 million settlement recorded in ~~Corporate~~the 2019 period coupled with decreases in compensation expense.

Income Taxes

Due to current market conditions, we are unable to make a reliable estimate of our full year effective tax rate as of June 30, 2020 and ~~Other selling, general~~have used our actual year to date effective tax rate when calculating our tax benefit for the three months ended June 30, 2020. As a result of additional valuation allowance recorded for each of the three months ended June 30, 2020 and administrative expenses, which was partially offset by a decrease in restructuring and impairment charges of $1.5 million and an increase in Corporate and Other gross profit of $0.8 million due to higher parts margins and lower postretirement benefit costs.

~~Income Taxes~~

~~Our~~2019, our income tax benefit or provision for each of the three months ended June 30, 2020 and 2019 was ~~$6.8~~close to zero.

Net Loss Attributable to FreightCar America

As a result of the changes and results discussed above, net loss attributable to FreightCar America was $12.8 million for the three months ended ~~September~~June 30, ~~2017~~2020 compared to ~~an income tax benefit of $0.1~~$15.9 million for the three months ended ~~September~~June 30, ~~2016. Our effective tax rate~~2019. For the three months ended June 30, 2020, basic and diluted net loss per share attributable to FreightCar America was $0.97 compared to $1.26 for the three months ended ~~September~~June 30, ~~2017 was 36.9%~~2019. We will continue to monitor business conditions and implement appropriate operational and financial actions as necessary.

Six Months Ended June 30, 2020 compared to 175.7% for the three months ended September 30, 2016. Our effective tax rate for the three months ended September 30, 2017 included a blended state income tax rate of 3.0%, the 0.8% impact of deferred tax rate changes due to changes in statutory state rates and the (2.1)% impact of a net operating loss carryback claim filed during 2017. Our effective tax rate for the three months ended September 30, 2016 reflects the impact of changes in our full-year forecasted effective tax rate during the third quarter of 2016, which during periods of low income before income taxes have a significant impact on the effective tax rate for the quarter.

~~Net (Loss) Income~~

As a result of the foregoing, our net loss was $11.6 million for the three months ended September 30, 2017 compared to net income of $0.1 million for the three months ended September 30, 2016. For the three months ended September 30, 2017 our diluted net loss per share was $0.94 compared to diluted earnings per share of $0.00 for the three months ended September 30, 2016.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2017 compared to Nine Months Ended September 30, 2016~~2019

~~Revenues~~

Revenues

Our consolidated revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 were ~~$330.2~~$22.7 million compared to ~~$388.2~~$144.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2019. Manufacturing segment revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 were ~~$323.6~~$18.1 million compared to ~~$382.3~~$138.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2019. Corporate and Other revenues were $4.6 million for the six months ended June 30, 2020 compared to $6.0 million for the six months ended June 30, 2019, largely reflecting lower parts sales driven by soft industry demand.

The $121.7 million decrease in Manufacturing segment revenues for the 2020 period compared to the 2019 period was largely driven by a decline in the volume of railcar units delivered ($124.2 million), the impact of which was partially offset by an increase of $4.3 million due to combined impact of pricing increases and a higher mix of new versus rebuilt cars. Railcar deliveries totaled ~~3,450~~111 units, all of which were new railcars, in the ~~nine months ended September 30, 2017~~first half of 2020, compared to ~~4,195~~1,370 units, ~~substantially all~~consisting of ~~which were~~1,119 new railcars and 251 rebuilt railcars, in the ~~nine~~first half of 2019. Although the backlog as of December 31, 2019 ($206.0 million) was higher than the backlog as of December 31, 2018 ($160.2 million), railcar deliveries decreased in the current year period primarily due to the Cyclical Downturn and as a function of the 2020 delivery schedule that is heavily weighted towards the last half of 2020, as defined by the delivery terms of our customers. The Company anticipates that between 750 to 1,000 cars will be delivered to customers in the second half of 2020. The 2019 delivery schedule was more heavily weighted to the first half of the year. Further impacting our deliveries, are build inefficiencies related to the initial production of two orders received in late 2019, due in part to the closure of the Shoals plant during the first week of the quarter due to COVID-19.

Gross Profit (Loss)

Our consolidated gross loss was $14.9 million for the six months ended ~~September~~June 30, ~~2016. The decrease in~~2020 compared to $0.8 million for the six months ended June 30, 2019. Manufacturing segment ~~revenues~~gross loss for the 2017 period compared to the 2016 period reflects the 18% decrease in the number of railcars delivered, partially offset by slightly higher average sales prices. Corporate and Other revenues for the ninesix months ended ~~September~~June 30, ~~2017 were $6.6~~2020 was $15.7 million compared to ~~$6.0~~$2.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016, reflecting higher parts sales.~~

~~Gross Profit~~

Our consolidated gross profit margin was 2.2% for the nine months ended September 30, 2017 compared to 8.6% for the nine months ended September 30, 2016. Our consolidated gross profit for the nine months ended September 30, 2017 was $7.4 million compared to $33.5 million for the nine months ended September 30, 2016, reflecting decreases in gross profit from our Manufacturing segment of $28.4 million, which were partially offset by increases in gross profit from Corporate and Other of $2.3 million.2019. The ~~decline in railcar deliveries contributed a $9.3 million~~ decrease in gross profit infor our Manufacturing segment for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 was primarily due to unabsorbed costs due to significantly lower volume, inefficiencies related to line-changeovers and ~~unfavorable~~the beginning of production of certain railcar types in 2020 and the positive impact in 2019 gross profit related to the resolution of a previous year’s product mix of lower margin railcars, increased production inefficiencies and two facilities that were largely idled contributed another $19.1 million decrease in Manufacturing segment gross profit. The increase inclaim ($3.5 million). Corporate and Other gross profit for the six months ended June 30, 2020 was ~~primarily due~~$0.8 million compared to ~~a decrease in postretirement benefit costs as a result of~~$1.4 million for the ~~March 25, 2016 settlement.~~six months ended June 30, 2019, largely reflecting lower parts sales driven by soft industry demand.

Selling, General and Administrative Expenses

Consolidated selling, general and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 were ~~$23.6~~$13.9 million compared to ~~$27.3~~$23.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2019. The decrease in consolidated selling, general and administrative expenses for the six months ended June 30, 2020 was primarily due to $7.5 million recorded during the six months ended June 30, 2019 as part of a settlement agreement reached with one of our customers to settle all claims related to a commercial dispute. Consolidated selling, general and administrative expenses for the six months ended June 30, 2020 also included decreases in compensation expense of $1.5 million resulting from cost savings initiatives and certain key employees having left the Company. Manufacturing segment selling, general and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 were ~~$4.6~~$3.3 million compared to ~~$8.3~~$3.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016 primarily due to lower~~2019 reflecting decreases in allocated costs ~~of $2.1 million, lower third-party sales commissions of $0.6 million~~ and ~~decreases~~professional fees that were partially offset by increases in ~~salaries~~the provision for doubtful accounts and ~~wages of $0.5 million.~~bank charges. Corporate and Other selling, general and administrative expenses were ~~$19.0~~$10.7 million for ~~each of~~ the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016. Corporate and Other selling, general and administrative expenses~~2020 compared to $19.1 million for the ~~nine~~six months ended ~~September 30,2017 included increases~~June 30, 2019, the decrease primarily due to ~~a $2.9~~the $7.5 million ~~provision for a contingent liability~~settlement recorded in the 2019 period and ~~$1.2 million in costs associated with our change in our Chief Executive Officer position. This was offset by~~the aforementioned decreases in ~~salaries and benefits~~compensation expense.

Loss on Sale of ~~$2.6~~Railcars Available for Lease

We did not sell any railcars available for lease during the six months ended June 30, 2020. Loss on sale of railcars available for lease for the six months ended June 30, 2019 was $5.2 million and ~~decreases in professional services costs~~represented the loss on sale of ~~$1.5~~leased railcars with a net book value of $16.6 million.

~~Gain on Settlement of Postretirement Benefit Obligation~~

~~On March 25, 2016, we made aone-time~~ ~~payment of $31.7 million to settle our postretirement benefit obligation for our hourly retirees, resulting in apre-tax~~ gain of $14.3 million (net of plaintiffs’ attorneys’ fees of $1.3 million) and a reduction in our postretirement benefit obligation of approximately $68.8 million. See Note 12 to the condensed consolidated financial statements.

Restructuring and Impairment Charges

On August 1, 2016, we announced a cost reduction program whereby approximately 15% of our salaried administrative workforce would be eliminated, our Johnstown, Pennsylvania administrative facility would be closed and certain discretionary spending would be reduced. In the first quarter of 2017, in response to lower order trends in the industry, we announced further reductions to our salaried workforce, initiatives to reduce discretionary spending and the idling of our Danville, Illinois facility. In connection with our cost reduction programs, we recorded restructuring charges of $1.8 million during the nine months ended September 30, 2017, which consisted primarily of employee severance and other employment termination costs and pension and postretirement benefit plan curtailment and special termination benefits. During the nine months ended September 30, 2017, we recorded restructuring

Restructuring and impairment charges of ~~$0.4~~$1.1 million ~~which consisted~~for the six months ended June 30, 2020 primarily represented costs to vacate the leased Roanoke property, equipment relocation or removal and liquidation of~~non-cash~~ assets that were not able to be sold or were sold at less than anticipated liquidation values. Restructuring charges of $1.3 million for the six months ended June 30, 2019 represented impairment charges for property, plant and equipment at our ~~idled Danville, Illinois~~Roanoke facility. ~~During the nine months ended September 30, 2016, we recorded restructuring and impairment charges of $1.5 million, which consisted ofnon-cash~~ ~~impairment charges of $1.3 million for property, plant and equipment at our Johnstown administrative facility and employee severance and other employment termination costs of $0.2 million.~~

Operating ~~(Loss) Income~~Loss

Our consolidated operating loss for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 was ~~$18.5~~$30.0 million compared to ~~operating income of $18.9~~$30.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2019. Operating loss for the Manufacturing segment was ~~$0.5~~$20.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 compared to ~~operating income of $25.2~~$12.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2019 reflecting the ~~decrease~~increase in Manufacturing segment gross ~~profit and inclusion of $0.9 million of Manufacturing segment restructuring and impairment charges,~~loss described above, which ~~were~~was partially offset by the ~~decrease~~loss on sale of railcars available for lease included in ~~Manufacturing segment selling, general and administrative expenses.~~the 2019 period. Corporate and Other operating loss was ~~$18.0~~$9.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 compared to ~~operating loss of $6.2~~$17.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016. The increase in Corporate and Other operating loss was~~2019, primarily due to the ~~$14.3~~previously described $7.5 million ~~gain on~~ settlement ~~of the postretirement benefit obligation included~~recorded in the ~~2016~~2019 period and the $2.9 million provision for a contingent liability included in the 2017 period. These increases in Corporate and Other operating loss were partially offset by decreases in salaries and benefits of $2.6 million, decreases in professional services costs of $1.5 million and decreases in ~~other postretirement benefit costs of $0.9 million.~~compensation expense.

Income Taxes

Our income tax benefit was ~~$6.8~~$0.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 compared to ~~an income tax provision of $6.7~~$0.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2019. Due to current market conditions, we are unable to make a reliable estimate of our full year effective tax rate as of June 30, 2020 and have used our actual year to date effective tax rate when calculating our tax benefit for the six months ended June 30, 2020. Our effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 was ~~37.3%~~0% compared to ~~35.3%~~0.6% for the ~~nine~~six months ended ~~September~~June 30, ~~2016. The increase in the effective tax rate was primarily due~~2019.

Net Loss Attributable to ~~an increase in the state blended rate.~~FreightCar America

~~Net (Loss) Income~~

As a result of the ~~foregoing, our~~changes and results discussed above, net loss attributable to FreightCar America was ~~$11.4~~$29.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 compared to ~~net income of $12.3~~$29.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2019. For the ~~nine~~six months ended ~~September~~June 30, ~~2017, our~~2020, basic and diluted net loss per share attributable to FreightCar America was ~~$0.92~~$2.26 compared to ~~diluted earnings per share of $0.99~~$2.37 for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2019.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity ~~for the nine months ended September 30, 2017 and 2016, were~~are our ~~cash provided by operations,~~ cash and cash equivalent balances on hand ~~our securities held to maturity~~ and our ~~revolving~~ credit ~~facility.~~

and debt facilities outlined below.

The Company manufactures and provides essential products and services to a variety of critical infrastructure customers, and it intends to continue providing its products and services to these customers. The extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by the U.S. and Mexico governments, state and local government officials, and other international governments to prevent disease spread, all of which are uncertain and cannot be predicted. Accordingly, our ability to predict industry demand and establish forecasts for sales, operating results and cash flows may be impacted.

On ~~June 13, 2016, we~~March 25, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) which, among other things, removed the 80% taxable income limitation for utilization of net operating losses generated in tax years 2018 through 2020, allowing for 5-year net operating loss carrybacks, increased the adjusted taxable income limitation for the disallowance of interest expense from 30% to 50%, and provided for refunds of any remaining alternative minimum tax (“AMT”) credits. As a result of the CARES Act, the Company has a total of $1.0 million of AMT refunds in income tax receivable on the condensed consolidated balance sheet related to the AMT refund that was received in July 2020.

On April 16, 2020, the Company received a loan of approximately $10.0 million (the “PPP Loan”) from BMO Harris Bank N.A., (“BMO”), pursuant to the Paycheck Protection Program of the CARES Act. BMO is also the lender under the BMO Credit Agreement defined below. The Company intends to use all proceeds from the PPP Loan to retain employees, maintain payroll and make lease and utility payments to support business continuity throughout the COVID-19 pandemic; therefore, 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, beginning in early 2021 with a final installment in April 2022. On April 14, 2020, the Company, certain of its subsidiaries, as borrowers and guarantors, and BMO, amended the BMO Credit Agreement to add CARES Act covenants related to the PPP Loan.

On April 12, 2019, the Company entered into a ~~First Amendment to~~ Credit and Security Agreement (the ~~“First Amendment”~~“BMO Credit Agreement”) by and among ~~FreightCar~~the Company and certain of its subsidiaries, as borrowers and guarantors (together with the Company, the “Borrowers”), and BMO Harris Bank ~~of America,~~ N.A., as lender ~~administrative agent, swingline lender and letter of credit issuer (the “Bank”~~(“BMO”). The First Amendment amended the Credit Agreement, dated as of July 26, 2013 (the “Original Credit Agreement” and, as amended by the First Amendment, the “Revolving Credit Facility”), by and amongOn February 21, 2020, the Borrowers and BMO amended the ~~Bank in order~~BMO Credit Agreement, to, among other ~~things: (1) extend~~things, increase the ~~term~~borrowing base during the period commencing February 21, 2020 until May 15, 2020 by the lesser of ~~the Original Credit Agreement to July 26, 2019;~~(i) 100% of qualified unrestricted cash and ~~(2) replace the negative covenant requiring a minimum consolidated net liquidity of $35.0 million with a negative covenant requiring a maximum consolidated net leverage ratio of 2.50:1.00.~~

(ii) $4 million.As of ~~September~~June 30, ~~2017,~~2020, we had no borrowings under the ~~Revolving Credit Facility. As of September 30, 2017,~~BMO credit facility and we had ~~$5.8 million in outstanding letters of credit under the Revolving Credit Facility and therefore had $44.2~~$10.2 million available for borrowing under the BMO credit facility. We have a $4 million letter of credit outstanding under the letter of credit sub-facility of the BMO Credit Agreement. See Note 10 – Debt Financing and

Revolving Credit ~~Facility.~~Facilities.

On April 16, 2019, FreightCar America Leasing 1, LLC, an indirect wholly-owned subsidiary of the Company, entered into a credit agreement (the “M&T Credit Agreement”) with M&T Bank N.A. As of ~~December 31, 2016, we~~June 30, 2020, FreightCar America Leasing 1, LLC had ~~$5.7~~$10.2 million in outstanding ~~letters of credit~~debt under the M&T Credit Agreement, which was collateralized by leased railcars with a carrying value of $16.3 million. See Note 10 – Debt Financing and Revolving Credit ~~Facility and therefore had $44.3 million available for borrowing~~Facilities.

On August 7, 2020, FreightCar America Leasing 1, LLC (the “Leasing Company”) received notice (the “Notice”) from M&T Bank that, based on an appraisal (the “Appraisal”) conducted by a third party at the request of M&T Bank with respect to the railcars in the Leasing Company’s Borrowing Base under the ~~Revolving~~M&T Credit ~~Facility.~~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 $5.1 million (the “Payment

Demand Amount”). In the Notice, M&T Bank has: (a) asserted that an Event of Default under the M&T Credit Agreement has occurred because the Leasing Company did not pay the Payment Demand Amount to M&T Bank within five days of the asserted change in availability; (b) demanded payment of the amount within five days of the date of the Notice; and (c) terminated the commitment to advance additional loans under the M&T Credit Agreement. The Leasing Company does not believe that an Event of Default has occurred and is contesting M&T Bank’s assertion. The Leasing Company has contacted M&T Bank with a demand to withdraw the Notice.

Our restricted cash, restricted cash equivalents and restricted certificates of deposit ~~balance was $6.1~~balances were $17.9 million and $4.2 million as of ~~September~~June 30, ~~2017~~2020 and ~~$6.0~~December 31, 2019, respectively. Restricted deposits of $13.7 million as of June 30, 2020 relate to a customer deposit for purchase of railcars. Restricted deposits of $4.2 million as of each of June 30, 2020 and December 31, ~~2016, and consisted of certificates of deposit~~2019 are used to collateralize standby letters of credit with respect to performance guarantees and to support our ~~worker’s~~workers’ compensation insurance claims. The standby letters of credit outstanding as of ~~September~~June 30, ~~2017~~2020 are scheduled to expire at various dates through ~~January 31, 2018. We expect to establish restricted cash balances and restricted certificates of deposit in future periods to minimize bank fees related to standby letters of credit.~~February 1, 2021.

Based on our current level of operations and known changes in planned volume based on our backlog, we believe that our ~~operating cash flows, our marketable securities and our~~ cash balances ~~together with amounts available under our revolving credit facility,~~ will be sufficient to meet our expected short-term liquidity needs. Our long-term liquidity is contingent upon future operating performance and our ability to continue to meet financial covenants under our revolving credit ~~facility~~facilities and the PPP loan and any other ~~indebtedness.~~indebtedness and the availability of additional financing if needed. We may also require additional capital in the future to fund working capital as demand for railcars increases, payments for contractual obligations, organic growth opportunities, including new plant and equipment and development of railcars, joint ventures, international expansion and acquisitions, and these capital requirements could be substantial.

Based upon our operating performance and capital requirements, we may, from time to time, be required to raise additional funds through additional offerings of our common stock and through long-term borrowings. There can be no assurance that long-term debt, if needed, will be available on terms attractive to us, or at all. Furthermore, any additional equity financing may be dilutive to stockholders and debt financing, if available, may involve restrictive covenants. Our failure to raise capital if and when needed could have a material adverse effect on our results of operations and financial condition.

On November 1, 2017, we announced that our Board of Directors approved the suspension of our quarterly dividend to our shareholders to maintain our strong balance sheet and financial flexibility. The suspension of the quarterly dividend, which was previously $0.09 per share, is expected to result in additional liquidity of approximately $1.1 million per quarter. Any future determination to declare and pay dividends will be made at the discretion of our Board of Directors, after taking into account our future earnings, cash flows, financial condition, capital requirements and other factors that the Board of Directors may deem relevant.

~~Contractual Obligations~~

The following table summarizes our contractual obligations as of September 30, 2017 and the effect that these obligations and commitments would be expected to have on our liquidity and cash flow in future periods:

   Payments Due by Period
         2-3    4-5    After
Contractual Obligations
   Total    1 Year    Years    Years    5 Years
   (In thousands)
Operating leases
   $ 52,730    $ 9,950    $ 20,303    $ 15,332    $ 7,145
Material and component purchases
   1,488    1,488    —      —      —










Total
   $ 54,218    $ 11,438    $ 20,303    $ 15,332    $ 7,145

~~Material and component purchases consist ofnon-cancelable~~ ~~agreements with suppliers to purchase materials used in the manufacturing process. The estimated amounts above may vary based on the actual quantities and price.~~

The above table excludes $1.4 million related to a reserve for unrecognized tax benefits and accrued interest and penalties at September 30, 2017 because the timing of the payout of these amounts cannot be determined. We are also required to make minimum contributions to our pension plans and postretirement welfare plans.

Cash Flows

The following table summarizes our net cash provided by (used in) ~~provided by~~ operating activities, investing activities and financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016:~~2019:


	Nine Months Ended September 30,						Six Months Ended June 30,
	2017			2016				2020		2019
	(In thousands)						(In thousands)
Net cash provided by (used in):
Operating activities	$	30,916		$	(54,643	)	$	(20,783)	$	(15,153)
Investing activities		(50,089	)		(143	)		(6,925)		30,730
Financing activities		(3,370	)		(3,496	)		9,991		9,212

Total	$	(22,543	)	$	(58,282	)	$	(17,717)	$	24,789

Operating Activities.Our net cash provided by or used in operating activities reflects net ~~income or~~ loss adjusted fornon-cash charges and changes in operating assets and liabilities. Cash flows from operating activities are affected by several factors, including fluctuations in business volume, contract terms for billings and collections, the timing of collections on our contract receivables, processing ofbi-weekly payroll and associated taxes, ~~and~~ payments to our ~~suppliers.~~suppliers and other operating activities. As some of our customers accept delivery of new railcars intrain-set quantities, variations in our sales lead to significant fluctuations in our operating profits and cash from operating activities. We do not usually experience business credit issues, although a payment may be delayed pending completion of closing documentation.

Our net cash ~~provided by~~used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 was ~~$30.9~~$20.8 million compared to net cash used in operating activities of ~~$54.6~~$15.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2019. Our net cash provided by operating activities for the nine months ended September 30, 2017 reflects receipt of a federal income tax refund related to a net operating loss carryback of $11.9 million and decreases in working capital, including a $27.1 million decrease in inventory. Net cash used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2020 reflects ~~the cash payment~~our net loss and changes in working capital, including increases in inventory of ~~$31.6~~$27.1 million ~~and payment~~which were offset by increases in customer deposits of ~~plaintiffs’ attorneys’ fees of $1.3 million for settlement of the postretirement benefit obligation for our hourly retirees. Net~~$27.9 million. Our net cash used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2016 also~~2019 reflects changes in working capital, including ~~a $29.0 million increase~~decreases in ~~inventory.~~inventory and accounts receivable due to the timing of deliveries of railcars and the related cash receipts.

Investing Activities. Net cash used in investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 was ~~$50.1~~$6.9 million, ~~and~~consisting primarily ~~represented~~of capital expenditures of $7.0 million, largely related to the ~~$50.9~~construction in progress for our Mexico operations. Net cash provided by

investing activities for the six months ended June 30, 2019 was $30.7 million, ~~purchase~~consisting of the $18.0 million maturity of U.S. Treasury securities and certificates of deposit (net of ~~maturities)~~purchases), ~~which were partially offset by $1.4~~$11.4 million of state and local incentives received. Net cash used in investing activities for the nine months ended September 30, 2016 included purchases of property, plant and equipment of $13.1 million, which were offset by proceeds from ~~maturity~~sale of ~~securities of $12.0~~railcars available for lease and the $3.3 million ~~and~~ maturity of restricted certificates of deposit (net of purchases) which were partially offset by the $2.0 million cost of ~~$0.9 million.~~

property, plant and equipment.

Financing Activities. Net cash ~~used in~~provided by financing activities was $10.0 million for the six months ended June 30, 2020, compared to net cash provided by financing activities of $9.2 million for the six months ended June 30, 2019. Net cash provided by financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017 was $3.4 million compared to $3.5 million for the nine months ended September 30, 2016.~~2020 consisted of PPP loan proceeds. Net cash ~~used in~~provided by financing activities for ~~each of~~ the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016, primarily included cash dividends paid~~2019 represented M&T loan proceeds of $10.2 million which were partially offset by deferred financing costs of $0.9 million, related to our ~~stockholders.~~credit facilities.

Capital Expenditures

Our capital expenditures were ~~$0.6~~$7.0 million in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020, largely related to the construction in progress for our Mexico operations, compared to ~~$13.1~~$2.0 million in the ~~nine~~six months ended ~~September~~June 30, ~~2016. Capital expenditures for~~2019. We anticipate the ~~2017 period were primarily to maintain our facilities while~~remaining capital expenditures ~~for the 2016 period were primarily purchases of equipment and other improvements for our Shoals facility. Excluding unforeseen expenditures, management expects that total capital expenditures~~during 2020 to ~~maintain our facilities will approximate $1.4 million for 2017, including amounts already paid.~~

~~CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS~~

~~This quarterly report on Form10-Q~~ contains certain forward-looking statements including, in particular, statements about our plans, strategies and prospects. We have used the words “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” and similar expressions in this report to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Our actual results could differ materially from those projectedbe in the ~~forward-looking statements.~~

~~Our forward-looking statements are subject~~range of $2 million to ~~risks and uncertainties, including:~~

$4 million, also primarily related to the ~~cyclical nature~~construction of our ~~business;~~

~~the competitive nature~~Mexico facility. Our total obligations under our Mexico joint venture agreement are up to $25.0 million over several years through a combination of ~~our industry;~~

~~our reliance upon a small number~~assets and cash of ~~customers that represent a large percentage of our sales;~~

~~the variable purchase patterns of our customers and the timing of completion, delivery and customer acceptance of orders;~~

~~the availability and price of used railcars offered for sale and new or used railcars offered for lease;~~

~~fluctuating costs of raw materials, including steel and aluminum, and delays in the delivery of raw materials;~~

~~limitations on the supply of railcar components;~~

~~international economic and political risks to the extent we expand our sales of products and services internationally;~~

~~the risk of lack of acceptance of our new railcar offerings by our customers;~~

~~our reported backlog may not indicate what our future sales will be;~~

~~potential significant warranty claims;~~

~~acquisitions may fail to perform to expectations or we may fail to successfully integrate acquired businesses into our existing business;~~

~~the risk of losing key personnel;~~

~~shortages of skilled labor;~~

~~risks relating to our relationship with our unionized employees and their unions;~~

~~our reliance on a single supplier for our roll-formed center sills;~~

~~the risk of equipment failures, delays in deliveries or extensive damage to our facilities;~~

~~the risk that we are unable to renew our lease arrangements at our manufacturing facilities at commercially acceptable terms;~~

~~the risk of failing to adequately protect our intellectual property;~~

~~cybersecurity risks relating to our information technology and other systems;~~

~~our ability to maintain relationships with our suppliers of railcar components;~~

~~the risk of changes in U.S. tax law and rates;~~

~~the cost of complying with environmental laws and regulations; and~~

~~various covenants in the agreements governing our indebtedness that limit our management’s discretion in the operation of our businesses.~~

Our actual results could be different from the results described in or anticipated by our forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections and may be better or worse than anticipated. Given these uncertainties, you should not rely on forward-looking statements. Forward-looking statements represent our estimates and assumptions onlywhich $7.1 million has been advanced as of ~~the date that they were made.~~

~~We expressly disclaim any duty~~June 30, 2020, leaving up to provide updates to forward-looking statements, and the estimates and assumptions associated with them, in order to reflect changes in circumstances or expectations or the occurrence of unanticipated events except to the extent required by applicable securities laws. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under Item 1A, “Risk Factors” in our annual report on Form~~10-K~~ ~~for the year ended December 31, 2016 filed with the Securities and Exchange Commission.~~

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~

We have a $50.0 million senior secured revolving credit facility, the proceeds of which can be used for general corporate purposes, including working capital. On an annual basis, a 1% change in the interest rate in our revolving credit facility will increase or decrease our interest expense by $10,000 for every $1.0$17.9 million of outstanding borrowings. As of September 30, 2017, we had $5.8 million in outstanding letters of credit under the Revolving Credit Facility and therefore had $44.2 million available for borrowing under the Revolving Credit Facility.remaining obligations.

The production of railcars and our operations require substantial amounts of aluminum and steel. The cost of aluminum, steel and all other materials (including scrap metal) used in the production of our railcars represents a significant majority of our direct manufacturing costs. Our business is subject to the risk of price increases and periodic delays in the delivery of aluminum, steel and other materials, all of which are beyond our control. Any fluctuations in the price or availability of aluminum or steel, or any other material used in the production of our railcars, may have a material adverse effect on our business, results of operations or financial condition. In addition, if any of our suppliers were unable to continue its business or were to seek bankruptcy relief, the availability or price of the materials we use could be adversely affected. When market conditions permit us to do so, we negotiate contracts with our customers that allow for variable pricing to protect us against future changes in the cost of raw materials. When raw material prices increase rapidly or to levels significantly higher than normal, we may not be able to pass price increases through to our customers, which could adversely affect our operating margins and cash flows.

~~We are not exposed to any significant foreign currency exchange risks as our general policy is to denominate foreign sales and purchases in U.S. dollars.~~

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report on Form10-Q (the “Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures ~~are~~were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material impact to our internal control over financial reporting despite the fact that most of our non-production employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the impact of COVID-19 on our internal control over financial reporting to minimize the impact on its design and operating effectiveness.

‎


Advances under M&T Credit Agreement	$	10,200
SBA Payroll Protection Program Loan		10,000
Total debt		20,200
Less amounts due within one year		(13,950)
Long-term debt, net of current portion	$	6,250


Item Number		Page Number
Item ‎Number					Page ‎Number
	PART I – FINANCIAL INFORMATION			PART I – FINANCIAL INFORMATION
1.	Financial Statements:			Financial Statements:
	Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2017 and December 31, 2016		3	Condensed Consolidated Balance Sheets (Unaudited) as of ‎June 30, 2020 and December 31, 2019	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2017 and 2016		4	Condensed Consolidated Statements of Operations (Unaudited) for the ‎Three and Six Months Ended June 30, 2020 and 2019	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 2017 and 2016		5	Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the Three and Six Months Ended June 30, 2020 and 2019	5
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Nine Months Ended September 30, 2017 and 2016		6	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2020 and 2019	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2017 and 2016		7	Condensed Consolidated Statements of Cash Flows (Unaudited) for the ‎Six Months Ended June 30, 2020 and 2019	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)		8	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
3.	Quantitative and Qualitative Disclosures About Market Risk		26
4.	Controls and Procedures		26	Controls and Procedures	28
	PART II – OTHER INFORMATION			PART II – OTHER INFORMATION
1.	Legal Proceedings		26	Legal Proceedings	29
1A.	Risk Factors		26
2.	Unregistered Sales of Equity Securities and Use of Proceeds		27	Unregistered Sales of Equity Securities and Use of Proceeds	29
3.	Defaults Upon Senior Securities		27	Defaults Upon Senior Securities	29
4.	Mine Safety Disclosures		27	Mine Safety Disclosures	29
5.	Other Information		27	Other Information	29
6.	Exhibits		27	Exhibits	29
	Signatures		28	Signatures	30


	September 30, 2017			December 31, 2016
	(in thousands, except for share and per share data)
Assets
Current assets
Cash and cash equivalents	$	70,207		$	92,750
Restricted cash and restricted certificates of deposit		6,080			5,970
Marketable securities		51,003			—
Accounts receivable, net of allowance for doubtful accounts of $36 and $22, respectively		17,098			25,207
Inventories, net		70,263			97,904
Income taxes receivable		826			13,283
Other current assets		4,751			6,056

Total current assets		220,228			241,170
Property, plant and equipment, net		40,036			46,347
Railcars available for lease, net		23,610			24,018
Goodwill		21,521			21,521
Deferred income taxes, net		11,676			4,221
Other long-term assets		1,460			1,978

Total assets	$	318,531		$	339,255

Liabilities and Stockholders’ Equity
Current liabilities
Accounts and contractual payables	$	32,043		$	34,536
Accrued payroll and other employee costs		2,162			3,117
Reserve for workers’ compensation		3,695			4,444
Accrued warranty		7,880			8,324
Customer deposits and deferred revenue		354			371
Other current liabilities		3,071			3,343

Total current liabilities		49,205			54,135
Accrued pension costs		6,504			6,821
Accrued postretirement benefits, less current portion		5,715			5,769
Deferred income state and local incentives, long-term		9,716			11,380
Accrued taxes and other long-term liabilities		4,622			4,236

Total liabilities		75,762			82,341

Stockholders’ equity
Preferred stock, $0.01 par value, 2,500,000 shares authorized (100,000 shares each designated as Series A voting and Series Bnon-voting, 0 shares issued and outstanding at September 30, 2017 and December 31, 2016)		—			—
Common stock, $0.01 par value, 50,000,000 shares authorized, 12,731,678 shares issued at September 30, 2017 and December 31, 2016		127			127
Additional paid in capital		90,754			92,025
Treasury stock, at cost, 335,941 and 351,746 shares at September 30, 2017 and December 31, 2016, respectively		(12,550	)		(14,583	)
Accumulated other comprehensive loss		(8,080	)		(8,163	)
Retained earnings		172,518			187,508

Total stockholders’ equity		242,769			256,914

Total liabilities and stockholders’ equity	$	318,531		$	339,255


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
		(In thousands, except for share and per share data)
Revenues	$	72,025		$	113,461		$	330,233		$	388,208
Cost of sales		79,863			103,972			322,853			354,755

Gross (loss) profit		(7,838	)		9,489			7,380			33,453
Selling, general and administrative expenses		10,715			8,010			23,629			27,286
Gain on settlement of postretirement benefit plan obligation, net of plaintiffs’ attorneys’ fees		—			—			—			(14,306	)
Restructuring and impairment charges		59			1,531			2,205			1,531

Operating (loss) income		(18,612	)		(52	)		(18,454	)		18,942
Interest expense and deferred financing costs		(27	)		(29	)		(99	)		(115	)
Other income		232			13			331			95

(Loss) income before income taxes		(18,407	)		(68	)		(18,222	)		18,922
Income tax (benefit) provision		(6,793	)		(119	)		(6,798	)		6,672

Net (loss) income	$	(11,614	)	$	51		$	(11,424	)	$	12,250

Net (loss) income per common share – basic	$	(0.94	)	$	0.00		$	(0.92	)	$	0.99

Net (loss) income per common share – diluted	$	(0.94	)	$	0.00		$	(0.92	)	$	0.99

Weighted average common shares outstanding – basic		12,293,998			12,267,468			12,282,522			12,260,329

Weighted average common shares outstanding – diluted		12,293,998			12,267,468			12,282,522			12,260,329

Dividends declared per common share	$	0.09		$	0.09		$	0.27		$	0.27


														Accumulated
					Additional									Other						Total
	Common Stock				Paid In			Treasury Stock						Comprehensive			Retained			Stockholders’
	Shares		Amount		Capital			Shares			Amount			Loss			Earnings			Equity
Balance, December 31, 2015		12,731,678	$	127	$	93,939			(402,166	)	$	(17,516	)	$	(21,078	)	$	179,639		$	235,111

Net income		—		—		—			—			—			—			12,250			12,250
Other comprehensive income		—		—		—			—			—			12,160			—			12,160
Restricted stock awards		—		—		(3,418	)		79,796			3,418			—			—			—
Forfeiture of restricted stock awards		—		—		351			(20,755	)		(351	)		—			—			—
Employee stock settlement		—		—		—			(4,091	)		(75	)		—			—			(75	)
Stock-based compensation recognized		—		—		815			—			—			—			—			815
Cash dividends		—		—		—			—			—			—			(3,340	)		(3,340	)

Balance, September 30, 2016		12,731,678	$	127	$	91,687			(347,216	)	$	(14,524	)	$	(8,918	)	$	188,549		$	256,921

Balance, December 31, 2016		12,731,678	$	127	$	92,025			(351,746	)	$	(14,583	)	$	(8,163	)	$	187,508		$	256,914

Cumulative effect of adoption of ASU2016-09		—		—		215			—			—			—			(215	)		—
Net loss		—		—		—			—			—			—			(11,424	)		(11,424	)
Other comprehensive income		—		—		—			—			—			83			—			83
Restricted stock awards		—		—		(2,929	)		71,753			2,929			—			—			—
Forfeiture of restricted stock awards		—		—		877			(54,675	)		(877	)		—			—			—
Employee stock settlement		—		—		—			(1,273	)		(19	)		—			—			(19	)
Stock-based compensation recognized		—		—		566			—			—			—			—			566
Cash dividends		—		—		—			—			—			—			(3,351	)		(3,351	)

Balance, September 30, 2017		12,731,678	$	127	$	90,754			(335,941	)	$	(12,550	)	$	(8,080	)	$	172,518		$	242,769


	For the three months ended June 30,
	FreightCar America Shareholders
						Accumulated
			Additional			Other			Total
	Common Stock		Paid In	Treasury Stock		Comprehensive	Retained	Noncontrolling	Stockholders'
	Shares	Amount	Capital	Shares	Amount	Loss	Earnings	Interest in JV	Equity
Balance, March 31, 2019	12,731,678	$ 127	$ 86,074	(135,286)	$ (4,572)	$ (8,145)	$ 106,975	$ -	$ 180,459
Cumulative effective of adoption of ASC 842	-	-	-	-	-	-	-	-	-
Net loss	-	-	-	-	-	-	(15,887)	-	(15,887)
Other comprehensive income	-	-	-	-	-	44	-	-	44
Restricted stock awards	-	-	(2,579)	86,515	2,579	-	-	-	-
Employee stock settlement	-	-	-	-	-	-	-	-	-
Forfeiture of restricted stock awards	-	-	355	(54,180)	(355)	-	-	-	-
Stock-based compensation recognized	-	-	(415)	-	-	-	-	-	(415)
Balance, June 30, 2019	12,731,678	$ 127	$ �� 83,435	(102,951)	$ (2,348)	$ (8,101)	$ 91,088	$ -	164,201

Balance, March 31, 2020	13,319,197	$ 133	$ 83,374	(152,617)	$ (1,124)	$ (10,639)	$ 28,877	$ (271)	$ 100,350
Net loss	-	-	-	-	-	-	(12,791)	(189)	(12,980)
Other comprehensive income	-	-	-	-	-	140	-	-	140
Restricted stock awards	284,975	3	(3)	-	-	-	-	-	-
Employee stock settlement	-	-	-	-	-	-	-	-	-
Forfeiture of restricted stock awards	-	-	157	(132,394)	(157)	-	-	-	-
Stock-based compensation recognized	-	-	(210)	-	-	-	-	-	(210)
Balance, June 30, 2020	13,604,172	$ 136	$ 83,318	(285,011)	$ (1,281)	$ (10,499)	$ 16,086	$ (460)	$ 87,300


	For the six months ended June 30,
	FreightCar America Shareholders
						Accumulated
			Additional			Other			Total
	Common Stock		Paid In	Treasury Stock		Comprehensive	Retained	Noncontrolling	Stockholders'
	Shares	Amount	Capital	Shares	Amount	Loss	Earnings	Interest in JV	Equity
Balance, December 31, 2018	12,731,678	$ 127	$ 90,593	(272,030)	$ (9,721)	$ (8,188)	$ 120,799	$ -	$ 193,610
Cumulative effective of adoption of ASC 842	-	-	-	-	-	-	208	-	208
Net loss	-	-	-	-	-	-	(29,919)	-	(29,919)
Other comprehensive income	-	-	-	-	-	87	-	-	87
Restricted stock awards	-	-	(7,806)	233,463	7,806	-	-	-	-
Employee stock settlement	-	-	-	(7,404)	(59)	-	-	-	(59)
Forfeiture of restricted stock awards	-	-	374	(56,980)	(374)	-	-	-	-
Stock-based compensation recognized	-	-	274	-	-	-	-	-	274
Balance, June 30, 2019	12,731,678	$ 127	$ 83,435	(102,951)	$ (2,348)	$ (8,101)	$ 91,088	$ -	164,201




Balance, December 31, 2019	12,731,678	$ 127	$ 83,027	(44,855)	$ (989)	$ (10,780)	$ 45,824	$ (55)	$ 117,154
Net loss	-	-	-	-	-	-	(29,738)	(405)	(30,143)
Other comprehensive income	-	-	-	-	-	281	-	-	281
Restricted stock awards	872,494	9	(9)	-	-	-	-	-	-
Employee stock settlement	-	-	-	(5,717)	(9)	-	-	-	(9)
Forfeiture of restricted stock awards	-	-	283	(234,439)	(283)	-	-	-	-
Stock-based compensation recognized	-	-	17	-	-	-	-	-	17
Balance, June 30, 2020	13,604,172	$ 136	$ 83,318	(285,011)	$ (1,281)	$ (10,499)	$ 16,086	$ (460)	$ 87,300


Non-Recurring Fair Value Measurements	Period Ended September 30, 2017
	Level 1		Level 2		Level 3		Total
ASSETS:
Property, plant and equipment	$	—	$	1,434	$	—	$	1,434


	Pre-Tax			Tax			After-Tax
Three months ended September 30, 2017
Pension liability activity:
Reclassification adjustment for amortization of net loss(pre-tax cost of sales of $129 and selling, general and administrative expenses of $(10))	$	119		$	42		$	77
Postretirement liability activity:
Reclassification adjustment for amortization of net gain(pre-tax cost of sales of $(2) and selling, general and administrative expenses of $(77))		(79	)		(28	)		(51	)
Reclassification adjustment for amortization of prior service cost(pre-tax selling, general and administrative expenses of $4)		4			2			2

	$	44		$	16		$	28


	Pre-Tax			Tax			After-Tax
Three months ended September 30, 2016
Pension liability activity:
Actuarial loss	$	(1,200	)	$	(422	)	$	(778	)
Reclassification adjustment for amortization of net loss(pre-tax cost of sales of $135 and selling, general and administrative expenses of $(10))		125			44			81
Postretirement liability activity:
Actuarial loss		(300	)		(105	)		(195	)
Reclassification adjustment for amortization of net gain(pre-tax cost of sales of $(59) and selling, general and administrative expenses of $(9))		(68	)		(24	)		(44	)
Reclassification adjustment for amortization of prior service cost(pre-tax cost of sales of $4 and selling, general and administrative expenses of $1)		5			2			3

	$	(1,438	)	$	(505	)	$	(933	)


	Pre-Tax			Tax			After-Tax
Nine months ended September 30, 2017
Pension liability activity:
Reclassification adjustment for amortization of net loss(pre-tax cost of sales of $386 and selling, general and administrative expenses of $(29))	$	357		$	127		$	230
Postretirement liability activity:
Reclassification adjustment for amortization of net gain(pre-tax cost of sales of $(6) and selling, general and administrative expenses of $(232))		(238	)		(84	)		(154	)
Reclassification adjustment for amortization of prior service cost(pre-tax selling, general and administrative expenses of $11)		11			4			7

	$	130		$	47		$	83


Nine months ended September 30, 2016	Pre-Tax			Tax			After-Tax
Pension liability activity:
Actuarial loss	$	(1,200	)	$	(422	)	$	(778	)
Reclassification adjustment for amortization of net loss(pre-tax cost of sales of $405 and selling, general and administrative expenses of $(30))		375			132			243
Postretirement liability activity:
Actuarial loss		(1,989	)		(699	)		(1,290	)
Settlement gain		37,190			13,076			24,114
Reclassification adjustment for settlement income(pre-tax gain on settlement of postretirement benefit plan obligation)		(15,606	)		(5,487	)		(10,119	)
Reclassification adjustment for amortization of net loss(pre-tax cost of sales of $(24) and selling, general and administrative expenses of $(4))		(28	)		(10	)		(18	)
Reclassification adjustment for amortization of prior service cost(pre-tax cost of sales of $11 and selling, general and administrative expenses of $2)		13			5			8

	$	18,755		$	6,595		$	12,160

	Accrued as of December 31, 2018		Cash Charges		Non-cash charges		Cash payments		Accrued as of June 30, 2019

Impairment charges for leasehold improvements and equipment	$	-	$	-	$	1,319	$	-	$	-
Employee severance and retention		-		-		-		-		-
Other charges related to facility closure		-		-		-		-		-
Total restructuring and impairment costs	$	-	$	-	$	1,319	$	-	$	-


	Payments Due by Period
					2-3		4-5		After
Contractual Obligations	Total		1 Year		Years		Years		5 Years
	*(In thousands)*
Operating leases	$	52,730	$	9,950	$	20,303	$	15,332	$	7,145
Material and component purchases		1,488		1,488		—		—		—

Total	$	54,218	$	11,438	$	20,303	$	15,332	$	7,145


10.1
~~10.1~~		~~Letter agreement regarding Terms~~Third Amendment to Credit and Security Agreement, dated as of ~~Employment dated July 17, 2017~~April 14, 2020, by and ~~between~~among FreightCar America, Inc. and ~~James R. Meyer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K~~ ~~filed with the Commission on July 19, 2017).~~certain subsidiaries and BMO Harris Bank N.A.
31.1
~~10.2~~		Separation Agreement and General Release dated July 17, 2017 by and between FreightCar America, Inc. and Joseph E. McNeely (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form~~8-K~~ ~~filed with the Commission on July 19, 2017).~~

~~31.1~~		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
~~31.2~~		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
32		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~101.INS~~		~~XBRL Instance Document~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~


		FREIGHTCAR AMERICA, INC.

~~Date: November 2, 2017~~		~~By:~~		/S~~/ JAMES~~ ~~R. MEYER~~

Date: August 10, 2020		By:	/s/ JAMES R. MEYER
			James R. Meyer, President and Chief Executive Officer (Principal Executive Officer)

		~~By:~~		/S~~/ MATTHEW~~ ~~S. KOHNKE~~

	~~Matthew S. Kohnke,~~	By:	/s/ CHRISTOPHER J. EPPEL
			Christopher J. Eppel, Vice President, Finance, Chief Financial Officer, Treasurer and ~~Treasurer~~Secretary (Principal Financial Officer)

		~~By:~~		/S~~/ JOSEPH~~ ~~J. MALIEKEL~~
				~~Joseph J. Maliekel, Vice President and Corporate Controller (Principal Accounting Officer)~~


~~Exhibit~~ ~~Number~~		~~Description~~
Exhibit Number	Description
10.1		~~Letter agreement regarding Terms~~Third Amendment to Credit and Security Agreement, dated as of ~~Employment dated July 17, 2017~~April 14, 2020, by and ~~between~~among FreightCar America, Inc. and ~~James R. Meyer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form8-K~~ ~~filed with the Commission on July 19, 2017).~~certain subsidiaries and BMO Harris Bank N.A.
31.1
~~10.2~~		Separation Agreement and General Release dated July 17, 2017 by and between FreightCar America, Inc. and Joseph E. McNeely (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form~~8-K~~ ~~filed with the Commission on July 19, 2017).~~

~~31.1~~		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
~~31.2~~		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
32		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~101.INS~~		~~XBRL Instance Document~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~