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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly period ended March 31, 2025

or

 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
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
125 South Wacker Drive, Suite 1500 Chicago, Illinois | 60606
(Address of principal executive offices) | (Zip Code)

(800) 458-2235

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common stock, par value $0.01 per share | RAIL | The 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES  NO 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☒ | Emerging growth company ☐

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. 

As of April 30, 2025, there were 19,040,310 shares of the registrant’s common stock outstanding.

FREIGHTCAR AMERICA, INC.

INDEX TO FORM 10-Q

Item Number |  | Page Number
| PART I – FINANCIAL INFORMATION |
1. | Financial Statements: |
| Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2025 and December 31, 2024 | 3
| Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2025 and 2024 | 4
| Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three Months Ended March 31, 2025 and 2024 | 5
| Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit (Unaudited) for the Three Months Ended March 31, 2025 and 2024 | 6
| Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2025 and 2024 | 7
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 8
2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18
4. | Controls and Procedures | 23
| PART II – OTHER INFORMATION |
1. | Legal Proceedings | 24
2. | Unregistered Sales of Equity Securities and Use of Proceeds | 24
3. | Defaults Upon Senior Securities | 24
4. | Mine Safety Disclosures | 24
5. | Other Information | 24
6. | Exhibits | 24
| Signatures | 26

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

FreightCar America, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except for share data)

(Unaudited)

|  | March 31, 2025 |  |  | December 31, 2024 |
Assets |  |  |
Current assets |  |  |  |  |  |
Cash, cash equivalents and restricted cash equivalents |  | $ | 54,084 |  |  | $ | 44,450 |
Accounts receivable, net of allowance for credit losses of $151 and $47 respectively |  |  | 18,361 |  |  |  | 12,506 |
VAT receivable |  |  | 8,769 |  |  |  | 3,851 |
Inventories, net |  |  | 79,109 |  |  |  | 75,281 |
Assets held for sale |  |  | 629 |  |  |  | 629 |
Prepaid expenses and other current assets |  |  | 12,025 |  |  |  | 8,314 |
Total current assets |  |  | 172,977 |  |  |  | 145,031 |
Property, plant and equipment, net |  |  | 28,839 |  |  |  | 30,107 |
Right of use asset operating lease |  |  | 2,312 |  |  |  | 2,423 |
Right of use asset finance lease |  |  | 44,366 |  |  |  | 45,081 |
Other long-term assets |  |  | 1,974 |  |  |  | 1,574 |
Total assets |  | $ | 250,468 |  |  | $ | 224,216 |
Liabilities and Stockholders’ Deficit |  |  |  |  |  |
Current liabilities |  |  |  |  |  |
Accounts and contractual payables |  | $ | 64,709 |  |  | $ | 49,574 |
Accrued payroll and other employee costs |  |  | 5,996 |  |  |  | 6,286 |
Accrued warranty |  |  | 2,162 |  |  |  | 2,389 |
Customer deposits |  |  | 17,611 |  |  |  | — |
Deferred revenue |  |  | 3,402 |  |  |  | 8,556 |
Current portion of long-term debt |  |  | 2,875 |  |  |  | 2,875 |
Lease liability finance lease, current |  |  | 1,356 |  |  |  | 1,256 |
Other current liabilities |  |  | 9,949 |  |  |  | 9,889 |
Total current liabilities |  |  | 108,060 |  |  |  | 80,825 |
Long-term debt, net of current portion |  |  | 105,302 |  |  |  | 105,540 |
Warrant liability |  |  | 83,431 |  |  |  | 136,319 |
Accrued pension costs |  |  | 1,138 |  |  |  | 1,073 |
Lease liability operating lease, long-term |  |  | 2,506 |  |  |  | 2,645 |
Lease liability finance lease, long-term |  |  | 46,291 |  |  |  | 46,678 |
Other long-term liabilities |  |  | 1,139 |  |  |  | 1,409 |
Total liabilities |  |  | 347,867 |  |  |  | 374,489 |
Stockholders’ deficit |  |  |  |  |  |
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 as of March 31, 2025 and December 31, 2024) |  |  | — |  |  |  | — |
Common stock, $0.01 par value, 50,000,000 shares authorized, 19,040,310 and 18,960,608 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively |  |  | 221 |  |  |  | 221 |
Additional paid-in capital |  |  | 70,854 |  |  |  | 69,404 |
Accumulated other comprehensive income |  |  | 1,697 |  |  |  | 721 |
Accumulated deficit |  |  | (170,171 | ) |  |  | (220,619 | )
Total stockholders’ deficit |  |  | (97,399 | ) |  |  | (150,273 | )
Total liabilities and stockholders’ deficit |  | $ | 250,468 |  |  | $ | 224,216 |

See Notes to Condensed Consolidated Financial Statements (Unaudited).

3

FreightCar America, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except for share and per share data)

(Unaudited)

|  | Three Months Ended |
|  | March 31, |
|  | 2025 |  |  | 2024 |
Revenues |  | $ | 96,290 |  |  | $ | 161,058 |
Cost of sales |  |  | 81,896 |  |  |  | 149,655 |
Gross profit |  |  | 14,394 |  |  |  | 11,403 |
Selling, general and administrative expenses |  |  | 10,523 |  |  |  | 7,493 |
Operating income |  |  | 3,871 |  |  |  | 3,910 |
Interest expense |  |  | (4,336 | ) |  |  | (2,391 | )
Gain (loss) on change in fair market value of Warrant liability |  |  | 52,888 |  |  |  | (15,653 | )
Other expense |  |  | (139 | ) |  |  | (14 | )
Income (loss) before income taxes |  |  | 52,284 |  |  |  | (14,148 | )
Income tax provision (benefit) |  |  | 1,836 |  |  |  | (2,577 | )
Net income (loss) |  | $ | 50,448 |  |  | $ | (11,571 | )
Net earnings (loss) per common share - basic |  | $ | 1.54 |  |  | $ | (0.54 | )
Net earnings (loss) per common share - diluted |  | $ | 1.52 |  |  | $ | (0.54 | )
Weighted average common shares outstanding – basic |  |  | 31,649,133 |  |  |  | 29,580,182 |
Weighted average common shares outstanding – diluted |  |  | 33,285,446 |  |  |  | 29,580,182 |

See Notes to Condensed Consolidated Financial Statements (Unaudited).

4

FreightCar America, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)

|  | Three Months Ended |
|  | March 31, |
|  | 2025 |  |  | 2024 |
Net income (loss) |  | $ | 50,448 |  |  | $ | (11,571 | )
Other comprehensive income, net of tax: |  |  |  |  |  |
Unrealized gain on foreign currency derivatives |  |  | 944 |  |  |  | 207 |
Pension and post-retirement liability adjustments |  |  | 32 |  |  |  | 35 |
Comprehensive income (loss) |  | $ | 51,424 |  |  | $ | (11,329 | )

See Notes to Condensed Consolidated Financial Statements (Unaudited).

5

FreightCar America, Inc.

Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Deficit

(In thousands, except for share data)

(Unaudited)

|  | FreightCar America Stockholders |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |  |  |  |  |
|  | Mezzanine Equity |  |  |  |  |  |  |  |  |  | Additional |  |  | Other |  |  |  |  |  | Total |
|  | Series C Preferred Stock |  |  |  | Common Stock |  |  | Paid-In |  |  | Comprehensive |  |  | Retained |  |  | Stockholders’ |
|  | Shares |  |  | Amount |  |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Income |  |  | Deficit |  |  | Deficit |
Balance, December 31, 2023 |  |  | 85,412 |  |  | $ | 83,458 |  |  |  |  | 17,903,437 |  |  | $ | 210 |  |  | $ | 94,067 |  |  | $ | 2,365 |  |  | $ | (142,848 | ) |  | $ | (46,206 | )
Net loss |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (11,571 | ) |  |  | (11,571 | )
Other comprehensive income |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 242 |  |  |  | - |  |  |  | 242 |
Issuance of Series C preferred shares, net of issuance costs |  |  | - |  |  |  | 144 |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (144 | ) |  |  | (144 | )
Restricted stock awards |  |  | - |  |  |  | - |  |  |  |  | 563,455 |  |  |  | 5 |  |  |  | (5 | ) |  |  | - |  |  |  | - |  |  |  | - |
Employee stock settlement |  |  | - |  |  |  | - |  |  |  |  | (14,615 | ) |  |  | - |  |  |  | (40 | ) |  |  | - |  |  |  | - |  |  |  | (40 | )
Forfeiture of restricted stock awards |  |  | - |  |  |  | - |  |  |  |  | (106,789 | ) |  |  | (1 | ) |  |  | 1 |  |  |  | - |  |  |  | - |  |  |  | - |
Stock-based compensation recognized |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  | - |  |  |  | 760 |  |  |  | - |  |  |  | - |  |  |  | 760 |
Balance, March 31, 2024 |  |  | 85,412 |  |  | $ | 83,602 |  |  |  |  | 18,345,488 |  |  | $ | 214 |  |  | $ | 94,783 |  |  | $ | 2,607 |  |  | $ | (154,563 | ) |  | $ | (56,959 | )
Balance, December 31, 2024 |  |  | - |  |  | $ | - |  |  |  |  | 18,960,608 |  |  | $ | 221 |  |  | $ | 69,404 |  |  | $ | 721 |  |  | $ | (220,619 | ) |  | $ | (150,273 | )
Net income |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 50,448 |  |  |  | 50,448 |
Other comprehensive income |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 976 |  |  |  | - |  |  |  | 976 |
Restricted stock awards |  |  | - |  |  |  | - |  |  |  |  | 122,755 |  |  |  | 1 |  |  |  | (1 | ) |  |  | - |  |  |  | - |  |  |  | - |
Employee stock settlement |  |  | - |  |  |  | - |  |  |  |  | (50,010 | ) |  |  | (1 | ) |  |  | (487 | ) |  |  | - |  |  |  | - |  |  |  | (488 | )
Exercise of stock options and appreciation rights |  |  | - |  |  |  | - |  |  |  |  | 6,957 |  |  |  | - |  |  |  | (2 | ) |  |  | - |  |  |  | - |  |  |  | (2 | )
Stock-based compensation recognized |  |  | - |  |  |  | - |  |  |  |  | - |  |  |  | - |  |  |  | 1,940 |  |  |  | - |  |  |  | - |  |  |  | 1,940 |
Balance, March 31, 2025 |  |  | - |  |  | $ | - |  |  |  |  | 19,040,310 |  |  | $ | 221 |  |  | $ | 70,854 |  |  | $ | 1,697 |  |  | $ | (170,171 | ) |  | $ | (97,399 | )

See Notes to Condensed Consolidated Financial Statements (Unaudited).

6

FreightCar America, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

|  | Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
Cash flows from operating activities |  |  |
Net income (loss) |  | $ | 50,448 |  |  | $ | (11,571 | )
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: |  |  |  |  |  |
Depreciation and amortization |  |  | 1,496 |  |  |  | 1,396 |
Non-cash lease expense on right-of-use assets |  |  | 826 |  |  |  | 703 |
(Gain) loss on change in fair market value for Warrant liability |  |  | (52,888 | ) |  |  | 15,653 |
Stock-based compensation recognized |  |  | 1,940 |  |  |  | 760 |
Other non-cash items, net |  |  | 2,298 |  |  |  | 1,746 |
Changes in operating assets and liabilities: |  |  |  |  |  |
Accounts receivable |  |  | (5,855 | ) |  |  | (28,632 | )
VAT receivable |  |  | (4,956 | ) |  |  | (999 | )
Inventories |  |  | (6,555 | ) |  |  | 16,963 |
Accounts and contractual payables |  |  | 18,585 |  |  |  | (7,884 | )
Income taxes payable, net |  |  | 618 |  |  |  | (3,937 | )
Lease liability |  |  | (997 | ) |  |  | (1,057 | )
Customer deposits |  |  | 17,611 |  |  |  | — |
Other assets and liabilities |  |  | (9,777 | ) |  |  | (8,463 | )
Net cash flows provided by (used in) operating activities |  |  | 12,794 |  |  |  | (25,322 | )
Cash flows from investing activities |  |  |  |  |  |
Purchase of property, plant and equipment |  |  | (330 | ) |  |  | (966 | )
Net cash flows used in investing activities |  |  | (330 | ) |  |  | (966 | )
Cash flows from financing activities |  |  |  |  |  |
Deferred financing costs |  |  | (1,336 | ) |  |  | — |
Borrowings on revolving line of credit |  |  | — |  |  |  | 13,037 |
Repayments on revolving line of credit |  |  | — |  |  |  | (12,450 | )
Repayments on term loan |  |  | (719 | ) |  |  | — |
Employee stock settlement |  |  | (488 | ) |  |  | (40 | )
Financing lease payments |  |  | (287 | ) |  |  | (842 | )
Net cash flows used in financing activities |  |  | (2,830 | ) |  |  | (295 | )
Net increase (decrease) in cash and cash equivalents |  |  | 9,634 |  |  |  | (26,583 | )
Cash, cash equivalents and restricted cash equivalents at beginning of period |  |  | 44,450 |  |  |  | 40,560 |
Cash, cash equivalents and restricted cash equivalents at end of period |  | $ | 54,084 |  |  | $ | 13,977 |
Supplemental cash flow information |  |  |  |  |  |
Interest paid |  | $ | 1,086 |  |  | $ | 852 |
Income taxes paid |  | $ | 1,215 |  |  | $ | 403 |
Non-cash transactions |  |  |  |  |  |
Change in unpaid construction in process |  | $ | (47 | ) |  | $ | (155 | )

See Notes to Condensed Consolidated Financial Statements (Unaudited).

7

FreightCar America, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except for share and per share 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 (collectively with FreightCar, the “Company”, “we”, “us”, or “our”), and designs and manufactures a wide range of railroad freight cars, completes railcar rebody and repair services, provides railcar conversion services that repurpose idled rail assets back into revenue service, and supplies railcar parts. The Company designs and builds high-quality railcars, including boxcars, covered and open-top hopper cars, intermodal and non-intermodal flat cars, mill gondola cars, coil steel cars and coal cars. The Company is headquartered in Chicago, Illinois and has facilities in the following locations: Johnstown, Pennsylvania; Qingdao, People’s Republic of China, and Castaños, Coahuila, Mexico (the “Manufacturing Facility”).

Note 2 – Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of FreightCar and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The foregoing financial information has been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial reporting. The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The results of operations for the three months ended March 31, 2025 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 2024 year-end balance sheet data was derived from the audited financial statements as of December 31, 2024. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation. There is no impact on previously reported consolidated statements of operations or statements of cash flows as a result of these reclassifications. These interim financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Note 3 – Revenue Recognition

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

|  | Three Months Ended |
|  | March 31, |
|  | 2025 |  |  | 2024 |
Railcar sales |  | $ | 90,100 |  |  | $ | 155,597 |
Aftermarket sales |  |  | 6,116 |  |  |  | 5,330 |
Revenues from contracts with customers |  |  | 96,216 |  |  |  | 160,927 |
Leasing revenues |  |  | 74 |  |  |  | 131 |
Total revenues |  | $ | 96,290 |  |  | $ | 161,058 |

Contract Balances and Accounts Receivable

Contract assets represent the Company’s rights to consideration for performance obligations that have been satisfied but for which the terms of the contract do not permit billing at the reporting date. The Company had no contract assets a s of March 31, 2025 and December 31, 2024. 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 liabilities in the condensed consolidated balance sheets based on the timing of when the Company expects to recognize the related revenue. Customer deposits and deferred revenue, reported on separate lines in the Company’s condensed consolidated balance sheets, were $17,611 and $3,402, respectively, as of March 31, 2025. Deferred revenue in the Company’s condensed consolidated balance sheets was $8,556 as of December 31, 2024 and was recognized as revenue during the three months ended March 31, 2025. The Company has not experienced significant historical credit losses.

8

Performance Obligations

The Company is electing not to disclose the value of the remaining unsatisfied performance obligations with a duration of one year or less as permitted by ASU 2014-09, Revenue from Contracts with Customers. The Company had remaining unsatisfied performance obligations as of March 31, 2025 with expected duration of greater than one year of $81,321.

Note 4 – Segment Information

The Company’s operations consist of two operating and reportable segments, Manufacturing and Aftermarket. The Company identifies reportable segments based on differences in products and services. The Company’s Manufacturing segment includes new railcar manufacturing, used railcar sales, and major conversions and rebodies. The Company’s Aftermarket segment includes the selling of forged, cast and fabricated railcar parts and supplies for all railcar types, and provides aftermarket services including safety training, railcar inspections, and preventative maintenance.

The Company’s designated Chief Operating Decision Maker (“CODM”) is our President and Chief Executive Officer. The CODM uses segment gross profit and segment operating income to allocate resources to segments during the planning and forecasting process and assess performance in a given period. Segment gross profit and segment operating income include 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. Intersegment revenues were not material in any period presented.

A summary of segment information and reconciliation to consolidated income (loss) before income taxes is as follows:

|  | Three Months Ended |
|  | March 31, 2025 |
|  | Manufacturing |  |  | Aftermarket |  |  | Corporate |  |  | Total |
Revenues |  | $ | 90,174 |  |  | $ | 6,116 |  |  | $ | - |  |  | $ | 96,290 |
Cost of sales |  |  | 78,065 |  |  |  | 3,831 |  |  |  | - |  |  |  | 81,896 |
Gross profit |  | $ | 12,109 |  |  | $ | 2,285 |  |  | $ | - |  |  | $ | 14,394 |
Other segment items (1) |  |  | 357 |  |  |  | 566 |  |  |  | 9,600 |  |  |  | 10,523 |
Operating income (loss) |  | $ | 11,752 |  |  | $ | 1,719 |  |  | $ | (9,600 | ) |  | $ | 3,871 |
Reconciliation to consolidated income before income taxes: |  |  |  |  |  |  |  |  |  |  |  |
Consolidated interest expense |  |  |  |  |  |  |  |  |  |  |  | (4,336 | )
Gain on change in fair market value of Warrant Liability |  |  |  |  |  |  |  |  |  |  |  | 52,888 |
Consolidated other expense |  |  |  |  |  |  |  |  |  |  |  | (139 | )
Consolidated income before income taxes |  |  |  |  |  |  |  |  |  |  | $ | 52,284 |

(1) Other segment items in Manufacturing, Aftermarket and Corporate segments include selling, general and administrative expenses.

|  | Three Months Ended |
|  | March 31, 2024 |
|  | Manufacturing |  |  | Aftermarket |  |  | Corporate |  |  | Total |
Revenues |  | $ | 155,728 |  |  | $ | 5,330 |  |  | $ | - |  |  | $ | 161,058 |
Cost of sales |  |  | 146,987 |  |  |  | 2,668 |  |  |  | - |  |  |  | 149,655 |
Gross profit |  | $ | 8,741 |  |  | $ | 2,662 |  |  | $ | - |  |  | $ | 11,403 |
Other segment items (2) |  |  | 463 |  |  |  | 471 |  |  |  | 6,559 |  |  |  | 7,493 |
Operating income (loss) |  | $ | 8,278 |  |  | $ | 2,191 |  |  | $ | (6,559 | ) |  | $ | 3,910 |
Reconciliation to consolidated loss before income taxes: |  |  |  |  |  |  |  |  |  |  |  |
Consolidated interest expense |  |  |  |  |  |  |  |  |  |  |  | (2,391 | )
Loss on change in fair market value of Warrant Liability |  |  |  |  |  |  |  |  |  |  |  | (15,653 | )
Consolidated other expense |  |  |  |  |  |  |  |  |  |  |  | (14 | )
Consolidated loss before income taxes |  |  |  |  |  |  |  |  |  |  | $ | (14,148 | )

9

(2) Other segment items in Manufacturing, Aftermarket and Corporate segments include selling, general and administrative expenses.

A summary of segment depreciation, amortization and capital expenditures is as follows:

|  | Three Months Ended |
|  | March 31, |
|  | 2025 |  |  | 2024 |
Depreciation and amortization: |  |  |  |  |  |
Manufacturing |  | $ | 1,365 |  |  | $ | 1,273 |
Aftermarket |  |  | 36 |  |  |  | 49 |
Corporate |  |  | 95 |  |  |  | 74 |
Consolidated depreciation and amortization |  | $ | 1,496 |  |  | $ | 1,396 |
Capital expenditures: |  |  |  |  |  |
Manufacturing |  | $ | 285 |  |  | $ | 921 |
Corporate |  |  | 45 |  |  |  | 45 |
Consolidated capital expenditures |  | $ | 330 |  |  | $ | 966 |

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 to its operating segments as the Company’s treasury function is managed at the corporate level. A summary of segment assets is as follows:

|  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Assets: |  |  |  |  |  |
Manufacturing |  | $ | 179,230 |  |  | $ | 165,702 |
Aftermarket |  |  | 10,776 |  |  |  | 11,014 |
Corporate |  |  | 59,673 |  |  |  | 46,361 |
Total operating assets |  |  | 249,679 |  |  |  | 223,077 |
Consolidated income taxes receivable |  |  | 789 |  |  |  | 1,139 |
Consolidated assets |  | $ | 250,468 |  |  | $ | 224,216 |

A summary of revenues and long-lived assets by geographic information is as follows:

| Geographic Information |
| Revenues |  |  | Long Lived Assets (a) |
|  | Three Months Ended |  |  |  |  |  |  |
|  | March 31, |  |  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
United States |  | $ | 96,290 |  |  | $ | 161,058 |  |  | $ | 3,658 |  |  | $ | 3,856 |
Mexico |  |  | - |  |  |  | - |  |  |  | 71,859 |  |  |  | 73,755 |
Total |  | $ | 96,290 |  |  | $ | 161,058 |  |  | $ | 75,517 |  |  | $ | 77,611 |

(a) Long lived assets include property, plant and equipment, net and right-of-use (ROU) assets.

Note 5 – Fair Value Measurements

The following table sets forth by level within the fair value hierarchy the Company’s financial assets that were recorded at fair value on a recurring basis and the Company’s non-financial assets that were recorded at fair value on a non-recurring basis.

Recurring Fair Value Measurements |  | As of March 31, 2025 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Warrant liability |  | $ | - |  |  | $ | 83,431 |  |  | $ | - |  |  | $ | 83,431 |
Foreign currency derivative liability |  | $ | - |  |  | $ | 452 |  |  | $ | - |  |  | $ | 452 |

10

Recurring Fair Value Measurements |  | As of December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Warrant liability |  | $ | - |  |  | $ | 136,319 |  |  | $ | - |  |  | $ | 136,319 |
Foreign currency derivative liability |  | $ | - |  |  | $ | 1,396 |  |  | $ | - |  |  | $ | 1,396 |

Non-recurring Fair Value Measurements |  | During the Year Ended December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Assets held for sale |  | $ | - |  |  | $ | - |  |  | $ | 629 |  |  | $ | 629 |

The fair value of the Company’s Warrant (as defined in Note 10 - Warrants) liability recorded in the Company’s financial statements, determined using the quoted price of the Company’s common stock, par value $0.01 per share (the “Common Stock”) in an active market, exercise prices ($0.01/share and $3.57/share) and number of shares exercisable, as of March 31, 2025 and December 31, 2024, is a Level 2 measurement.

The fair value of the Company’s foreign currency forward contracts determined using exit prices obtained from each counterparty, which are based on currency spot and forward rates, as of March 31, 2025 and December 31, 2024 in an active market, is a Level 2 measurement. For further information, see Note 15 - Derivatives.

The fair value of the Company’s fleet of triple hopper aggregate railcars held for sale determined using a market-based appraisal, during the year ended December 31, 2024, is a Level 3 measurement. In April 2025, the Company sold the railcars in their current condition. The consideration received approximated the fair value of the railcars as of March 31, 2025.

Note 6 – Restricted Cash

The Company establishes restricted cash balances (i) when required by customer contracts, (ii) to collateralize standby letters of credit, and (iii) to collateralize foreign currency derivative contracts. The carrying value of restricted cash approximates its fair value.

The Company’s restricted cash balances are as follows:

|  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Restricted cash from customer deposit |  | $ | 282 |  |  | $ | 282 |
Restricted cash to collateralize standby letters of credit |  |  | 300 |  |  |  | 300 |
Restricted cash to collateralize foreign currency derivatives |  |  | - |  |  |  | 3,300 |
Total restricted cash and restricted cash equivalents |  | $ | 582 |  |  | $ | 3,882 |

Note 7 – Inventories

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

|  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Raw materials |  | $ | 54,373 |  |  | $ | 47,340 |
Work in process |  |  | 13,666 |  |  |  | 9,323 |
Finished railcars |  |  | 5,199 |  |  |  | 12,640 |
Parts inventory |  |  | 5,871 |  |  |  | 5,978 |
Total inventories, net |  | $ | 79,109 |  |  | $ | 75,281 |

Inventory on the Company’s condensed consolidated balance sheets includes reserves of $1,751 and $1,852 relating to excess or slow-moving parts inventory and raw materials as of March 31, 2025 and December 31, 2024, respectively.

11

Note 8 – Product Warranties

Warranty terms are based on the negotiated railcar sale, rebody or conversion contract, as applicable. Changes in the warranty reserve for the three months ended March 31, 2025 and 2024 are as follows:

|  |  | For the Three Months Ended March 31, |  |
|  |  | 2025 |  |  |  | 2024 |  |
Balance at the beginning of the year |  |  | $ | 2,389 |  |  |  | $ | 1,602 |  |
Current year provision |  |  |  | 64 |  |  |  |  | 169 |  |
Reductions for payments, costs of repairs and other |  |  |  | (225 | ) |  |  |  | (173 | ) |
Adjustments to prior warranties |  |  |  | (66 | ) |  |  |  | (130 | ) |
Balance at the end of the period |  |  | $ | 2,162 |  |  |  | $ | 1,468 |  |

Adjustments to prior warranties include changes in the warranty reserve for warranties issued in prior periods due to expiration of the warranty period, revised warranty cost estimates and other factors.

Note 9 – Debt Financing and Credit Facilities

Long-term debt consists of the following as of March 31, 2025 and December 31, 2024:

|  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Term loan |  | $ | 114,281 |  |  | $ | 115,000 |
Less term loan deferred financing costs |  |  | (6,104 | ) |  |  | (6,585 | )
Total debt, net of deferred financing costs |  |  | 108,177 |  |  |  | 108,415 |
Less amounts due within one year |  |  | (2,875 | ) |  |  | (2,875 | )
Long-term debt, net of current portion |  | $ | 105,302 |  |  | $ | 105,540 |

On December 31, 2024, the Company entered into a term loan agreement by and among the Company, FreightCar North America, LLC and certain subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto, and Blue Torch Finance LLC, as collateral agent and administrative agent in the principal amount of $115,000 (the “Term Loan”) with a maturity date of December 31, 2028. The Term Loan contains both affirmative and negative covenants, as well as financial covenants, including covenants related to liquidity levels, assessed at any time, and quarterly leverage ratios commencing with the three months ended March 31, 2025. The Company is in compliance with such covenants as of March 31, 2025. Proceeds from the Term Loan were used to redeem in full the Preferred Stock (as defined in Note 11 - Mezzanine Equity). The Company incurred $6,511 in deferred financing costs that are presented as a reduction of the long-term debt balance and amortized to interest expense over the term of the Term Loan.

The Term Loan bears interest at the Term SOFR rate, with a floor of 3.00% per annum, plus an applicable margin of 6.00% per annum or at a base rate, as selected by the Company as the borrower. Base rate loans, with respect to the Term Loan, bear interest at the highest of (a) 4.00% per annum, (b) the federal funds rate plus 0.50%, (c) the prime rate or (d) the Term SOFR rate plus 1.00% per annum plus an applicable margin of 5.00%. The Term Loan bears interest at 10.3% as of March 31, 2025.

On February 12, 2025 (the “ABL Effective Date”), the Company entered into a new revolving credit facility by and among the Company, FreightCar North America, LLC, certain subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto, and Bank of America, N.A., as agent for the lenders in the form of an asset backed credit facility exists in the maximum aggregate principal amount of $35,000 (the “ABL”), subject to borrowing base requirements and consisting of revolving loans and a sub-facility for letters of credit. The ABL has a term ending on February 12, 2030, provided that if the aggregate outstanding principal amount and related obligations under the Term Loan have not been repaid in full or prior to October 1, 2028, or refinanced with a new maturity date no earlier than May 13, 2030, the term will end on October 2, 2028.

Extensions of credit under the ABL are subject to availability under a borrowing base comprised of various percentages of the value of eligible inventory and accounts receivable, which also serves as collateral for borrowings under the ABL. The ABL contains both affirmative and negative covenants, as well as certain financial covenants that are triggered if the availability drops below a certain level. These financial covenants remain in effect as long as the availability stays below that level. The Company is in compliance with such covenants as of March 31, 2025. Revolving loans outstanding bear interest at the Term SOFR rate plus an applicable margin ranging from 1.50% to 2.00% per annum or at a base rate plus an applicable margin ranging from 0.50% to 1.00% per annum, as

12

selected by the Company as the borrower. Base rate loans, with respect to the ABL, bear interest at the highest of (a) the prime rate, (b) the federal funds rate plus 0.50% or (c) Term SOFR rate plus 1.00%, provided that the base rate may not be less than 1.00%. As of March 31, 2025, the ABL bears interest at 6.3% and the Company had borrowing availability of $8,779, of which $452 was reserved for the movement in mark to market valuation of our foreign currency derivatives and $197 was reserved to collateralize standby letters of credit for an office lease security deposit. T he Company incurred $874 in deferred financing costs that are presented as an asset and amortized to interest expense over the term of the ABL.

The fair value of debt approximates its carrying value as of March 31, 2025.

Note 10 – Warrants

The Company issued warrants to OC III LFE II LP (“OC III LFE”) and various affiliates of OC III LFE (collectively, the “Warrantholder”) in previous years to purchase a number of shares of Common Stock equal to 23% (the “2020 Warrant”), 5% (the “2021 Warrant”), and 5% (the “2022 Warrant”) of the outstanding Common Stock (after giving effect to such issuance) on a fully-diluted basis at the time the warrants are exercised. The 2020 Warrant, 2021 Warrant, and 2022 Warrant each have a per share exercise price of $0.01 and a term of ten (10) years from date of issuance.

The 2020 Warrant, issued in November 2020, was exercisable for an aggregate of 9,601,390 and 9,626,968 shares of Common Stock as of March 31, 2025 and December 31, 2024, respectively. The 2021 Warrant, issued in December 2021, was exercisable for an aggregate of 2,087,259 and 2,092,819 shares of Common Stock as of March 31, 2025 and December 31, 2024, respectively. The 2022 Warrant, issued in April 2022, was exercisable for an aggregate of 2,087,259 and 2,092,819 shares of Common Stock as of March 31, 2025 and December 31, 2024, respectively. The Company also issued a warrant to the Warrantholder in May 2023 to purchase an aggregate of 1,636,313 shares of Common Stock (the “2023 Warrant”), exercisable for a term of ten (10) years from date of issuance with a per share exercise price of $3.57.

The 2020 Warrant, 2021 Warrant, 2022 Warrant and 2023 Warrant are collectively referred to herein as the “Warrant”. As of March 31, 2025, the Warrant is classified as a liability and subject to fair value remeasurement at each balance sheet date. The fair value of the Warrant as of March 31, 2025 and December 31, 2024 was $83,431 and $136,319, respectively. The change in fair value of the Warrant is reported on a separate line in the condensed consolidated statements of operations.

Note 11 – Mezzanine Equity

In May 2023, the Company issued to OC III LFE 85,412 shares of non-convertible Series C Preferred Stock, $0.01 par value per share, with an initial stated and fair value of $85,412 or $1,000 per share (the “Preferred Stock”). The Company classified the Preferred Stock as mezzanine equity (temporary equity outside of permanent equity) because a deemed liquidation event following a change of control may require redemption of the Preferred Stock that is not solely within the control of the Company. Dividends were cumulative and accrued at a rate of 17.50% per annum on the initial stated value of the Preferred Stock. Issuance costs of $2,301 were allocated against the outstanding shares of the Preferred Stock upon issuance and amortized using the effective yield method.

On December 31, 2024, the Company used the proceeds from the Term Loan to redeem all outstanding shares of Preferred Stock. The Preferred Stock was redeemed at $1,000 per share, for a total redemption price of $113,275, including accrued dividends of $27,863. For further information on the Term Loan, see Note 9 - Debt Financing and Credit Facilities.

Note 12 – Accumulated Other Comprehensive Income

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

Three months ended March 31, 2025 |  | Pre-Tax |  |  | Tax |  |  | After-Tax |
Pension liability activity: |  |  |  |  |  |  |  |  |
Reclassification adjustment for amortization of net loss (pre-tax other income) |  | $ | 32 |  |  | $ | - |  |  | $ | 32 |
Foreign currency derivative liability activity: |  |  |  |  |  |  |  |  |
Unrealized loss on foreign currency derivatives |  |  | 944 |  |  |  | - |  |  |  | 944 |
|  | $ | 976 |  |  | $ | - |  |  | $ | 976 |

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Three months ended March 31, 2024 |  |  |  |  |  |  |  |  |
Pension liability activity: |  |  |  |  |  |  |  |  |
Reclassification adjustment for amortization of net loss (pre-tax other income) |  | $ | 35 |  |  | $ | - |  |  | $ | 35 |
Foreign currency derivative asset activity: |  |  |  |  |  |  |  |  |
Unrealized gain on foreign currency derivatives |  |  | 207 |  |  |  | - |  |  |  | 207 |
|  | $ | 242 |  |  | $ | - |  |  | $ | 242 |

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

|  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Unrecognized pension income, net of tax of $6,282 and $6,282, respectively |  | $ | 2,149 |  |  | $ | 2,117 |
Unrealized loss on foreign currency derivatives |  |  | (452 | ) |  |  | (1,396 | )
|  | $ | 1,697 |  |  | $ | 721 |

Note 13 – Stock-Based Compensation

Total stock-based compensation w as $1,940 and $760 for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, there was $1,911 of unearned compensation expense related to restricted stock awards, which will be recognized over the remaining weighted average requisite service period of 27 months. As of March 31, 2025, there was $1,953 of unearned compensation expense related to time-vested stock options, which will be recognized over the remaining requisite service period of 26 months.

In June 2023, the Company issued 300,000 inducement stock options (the “Inducement Options”) outside of The FreightCar America, Inc. 2022 Long Term Incentive Plan to one individual. As of March 31, 2025, there was $98 of unrecognized compensation expense related to the Inducement Options, which will be recognized over the remaining requisite service period of 15 months.

Note 14 – Employee Benefit Plans

The Company has a qualified, defined benefit pension plan (the “Plan”) that was established to provide benefits to certain employees. The Plan is frozen and participants are no longer accruing benefits. Generally, contributions to the Plan were not less than the minimum amounts required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and not more than the maximum amount that can be deducted for federal income tax purposes. The Plan assets are held by an independent trustee and consist primarily of equity and fixed income securities.

The components of net periodic benefit cost for the three months ended March 31, 2025 and 2024, are as follows:

|  | Three Months Ended |
|  | March 31, |
Pension Benefits |  | 2025 |  |  | 2024 |
Interest cost |  | $ | 132 |  |  | $ | 135 |
Expected return on plan assets |  |  | (67 | ) |  |  | (75 | )
Amortization of unrecognized net income |  |  | 32 |  |  |  | 35 |
|  | $ | 97 |  |  | $ | 95 |

The Company made no contributions to the Plan for the three months ended March 31, 2025 and 2024. We may be required to make a contribution to the Plan in 2025 to meet minimum funding requirement. However, we may elect to adjust the level of contributions based on a number of factors, including performance of pension investments and changes in interest rates.

The Company also maintains qualified defined contribution plans, which provide benefits to employees based on employee contributions and employee earnings with discretionary contributions allowed.

Note 15 – Derivatives

The Company’s operations and expenditures in its normal course of business are subject to opportunities and risks related to foreign currency fluctuations. The Company currently utilizes foreign currency forward contracts to protect against downward currency

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exposure by hedging Mexican Peso denominated expenses against the risk of volatility in foreign currency exchange rates between the Mexican Peso and the United States Dollar.

Since 2023, the Company has entered into forward contracts to hedge the Company’s anticipated and probable Mexican Peso denominated expenses against the foreign currency rate exposure. The contracts have terms between one and 12 months and require the Company to exchange currencies at agreed-upon rates at each settlement date. The counterparties to the contracts consist of a limited number of domestic and international financial institutions. The Company classifies these contracts as cash flow hedges in accordance with ASC 815, Derivatives and Hedging. The Company does not have any non-designated derivatives.

The Company assesses the assumed effectiveness of the contracts at each reporting period. The foreign currency derivatives are recorded on the balance sheets at fair value. The Company records unrealized gains or losses related to changes in the fair value of the forward contracts in other comprehensive income as long as the contracts are assumed to be effective. Amounts accumulated in other comprehensive income are reclassified to the condensed consolidated statements of operations on the same line as the items being hedged when the hedged item impacts earnings or upon determination that the contract is no longer assumed to be effective.

The notional amounts of outstanding foreign currency derivatives are as follows:

|  | March 31, |  |  | December 31, |
Notional Amount |  | 2025 |  |  | 2024 |
Derivative instruments designated as hedges: |  |  |  |  |  |
Foreign currency derivatives |  | $ | 21,136 |  |  | $ | 8,780 |

The fair value of outstanding foreign currency derivatives designated as hedges are as follows:

|  | March 31, |  |  | December 31, |
Fair Value |  | 2025 |  |  | 2024 |
Other current liabilities: |  |  |  |  |  |
Foreign currency derivatives |  | $ | 452 |  |  | $ | 1,396 |

The pre-tax realized loss on foreign currency derivatives is recognized in the condensed consolidated statements of operations as follows:

|  |  |  | Amount of Loss Recognized |
|  |  |  | Three Months Ended March 31, |
|  | Location of Realized Loss Recognized in the Condensed Consolidated Statements of Operations |  | 2025 |  |  | 2024 |
Derivative instruments designated as cash flow hedges: |  |  |  |  |  |  |  |
Foreign currency derivatives |  | Cost of sales |  | $ | 591 |  |  | $ | 525 |

Note 16 - Commitments and Contingencies

The Company is involved in various litigation matters from time to time, including intellectual property litigation, and warranty and repair claims incidental to the conduct of our business. Although the Company is taking actions to vigorously contest these matters, it is not possible to determine the outcome of these matters and proceedings. The Company does not believe these actions will have a material adverse effect on our financial position, results of operations or cash flows.

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Note 17 – Earnings (Loss) Per Share

The net income (loss) available to common stockholders and weighted-average common shares outstanding are as follows:

|  | Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
Numerator: |  |  |  |  |  |
Net income (loss) |  | $ | 50,448 |  |  | $ | (11,571 | )
Accretion of financing fees |  |  | - |  |  |  | (144 | )
Accrued dividends on Series C Preferred Stock |  |  | - |  |  |  | (4,237 | )
Allocation of undistributed earnings to nonvested restricted shares |  |  | (1,838 | ) |  |  | - |
Net income (loss) available to common stockholders - basic |  | $ | 48,610 |  |  | $ | (15,952 | )
Undistributed earnings reallocated to nonvested restricted shares |  |  | 1,838 |  |  |  | - |
Net income (loss) available to common stockholders - diluted |  | $ | 50,448 |  |  | $ | (15,952 | )
Denominator: |  |  |  |  |  |
Weighted average common shares outstanding |  |  | 17,854,876 |  |  |  | 17,128,417 |
Issuance of Warrants |  |  | 13,794,257 |  |  |  | 12,451,765 |
Weighted average common shares outstanding - basic |  |  | 31,649,133 |  |  |  | 29,580,182 |
Issuance of Fixed Warrants |  |  | 1,636,313 |  |  |  | - |
Weighted average common shares outstanding - diluted |  |  | 33,285,446 |  |  |  | 29,580,182 |

The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for Common Stock and participating securities. The Company’s participating securities are its grants of restricted stock which contain non-forfeitable rights to dividends. The Company allocates earnings between both classes; however, in periods of undistributed losses, they are only allocated to common shares as the unvested restricted stockholders do not contractually participate in losses of the Company. The Company computes basic earnings per share by dividing net income allocated to common shareholders by the weighted average number of shares outstanding during the period. Warrants issued in connection with the Company's long-term debt were issued at a nominal exercise price and are considered outstanding at the date of issuance. The 2023 Warrant was issued out-of-the money and the Company will apply the treasury stock method to the 2023 Warrant when computing earnings per share. Diluted earnings per share is calculated to give effect to all potentially dilutive common shares that were outstanding during the period. Weighted average diluted common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and the assumed vesting of non-vested share awards. For the three months ended March 31, 2025 and 2024, 2,329,251 and 4,781,274 shares, respectively, were not included in the weighted average common shares outstanding calculation as they were anti-dilutive.

Note 18 – Related Parties

The following persons are owners of Fabricaciones y Servicios de México, S.A. de C.V. (“Fasemex”): Jesús Gil, a director of the Company; and Alejandro Gil and Salvador Gil, siblings of Jesús Gil. Fasemex owns approximately 10.2% of the outstanding shares of Common Stock as of March 31, 2025 and provides steel fabrication services to the Company. The lessors of the Manufacturing Facility are Jesús Gil, Alejandro Gil, and Salvador Gil. Distribuciones Industriales JAS S.A. de C.V. (“DI”) is owned by Alejandro Gil and Salvador Gil and provides material and safety supplies to the Company. Maquinaria y equipo de transporte Jova S.A. de C.V (“METJ”) is owned by Jorge Gil, a sibling of Jesús Gil, and provides trucking services to the Company. Fasemex, DI, METJ, Jesús Gil, Alejandro Gil, Salvador Gil, and Jorge Gil are collectively referred to as the “Gil Family”.

The Company paid $4,607 and $7,647 to the Gil Family during the three months ended March 31, 2025 and 2024, respectively, related to steel fabrication services, rent and security deposit payments for the Manufacturing Facility, material and safety supplies, trucking services and royalty payments.

Commercial Specialty Truck Holdings, LLC (“CSTH”) is minority owned by James R. Meyer, a member of our Board, our former CEO, and beneficial owner of over 5% of our Common Stock. The Company sold specialty parts supplies in an amount eq ual to $66 and $208 to CSTH during the three months ended March 31, 2025 and 2024, respectively.

Related party asset, included in prepaid expenses and other current assets on the condensed consolidated balance sheets, of $890 as of March 31, 2025, includes other receivables of $293 from CSTH and other assets of $597 from the Gil Family. Related party accounts

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payable, included in other current liabilities on the condensed consolidated balance sheets, of $2,613 as of March 31, 2025 is payable to the Gil Family. Rel ated party asset, included in prepaid expenses and other current assets on the condensed consolidated balance sheets, of $959 as of December 31, 2024 includes other receivables of $614 from the Gil Family and $345 from CSTH. Related party accounts payable, included in other current liabilities on the condensed consolidated balance sheets of $2,693 as of December 31, 2024 is payable to the Gil Family.

Note 19 – Income Taxes

The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. The Company’s reported effective income tax rate was 3.5% and 18.2% for the three months ended March 31, 2025 and 2024, respectively. The effective tax rate of 3.5% for the three months ended March 31, 2025 is lower than the effective tax rate for the three months ended March 31, 2024 primarily driven by an increase in United States forecasted earnings with limited resulting United States tax expense due to the United States valuation allowance.

The effective tax rate of 3.5% varies from the United States statutory tax rate of 21% primarily due to a full valuation allowance in the United States, partially offset by earnings from international jurisdictions and permanent differences, predominantly in Mexico, taxed at a higher tax rate. This pre-tax income compared to the overall tax expense, mostly from Mexico operations and Mexico nondeductible expenses, results in a positive year to date effective tax rate. The effective tax rate for the first quarter of 2024 was lower than the 21% United States statutory tax rate primarily due to earnings from international jurisdictions and permanent differences and discrete events, predominantly in Mexico, taxed at higher tax rates and a full valuation allowance in the United States.

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

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 potential risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. These potential risks and uncertainties relate to, among other things, the cyclical nature of our business; adverse economic and market conditions, including inflation; material disruption in the movement of rail traffic for deliveries; fluctuating costs of raw materials, including steel and aluminum; delays in the delivery of raw materials; our ability to maintain relationships with our suppliers of railcar components; our reliance upon a small number of customers that represent a large percentage of our sales; the variable purchase patterns of our customers and the timing of completion; delivery and customer acceptance of orders; the highly competitive nature of our industry; the risk of lack of acceptance of our new railcar offerings; potential unexpected changes in laws, rules, and regulatory requirements, including tariffs and trade barriers (including recent United States tariffs imposed or threatened to be imposed on China, Canada, Mexico and other countries and any retaliatory actions taken by such countries); 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 Form 10-Q. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

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 also provide railcar rebody and repair services, railcar conversion services that repurpose idled rail assets back into revenue service, and supply railcar parts. We have been manufacturing railcars since 1901.

The Company’s operations consist of two operating and reportable segments, Manufacturing and Aftermarket. The Company identifies reportable segments based on differences in products and services. The Company’s Manufacturing segment includes new railcar manufacturing, used railcar sales, and major conversions and rebodies. The Company’s Aftermarket segment includes the selling of forged, cast and fabricated railcar parts and supplies for all railcar types, and provides aftermarket services including safety training, railcar inspections, and preventative maintenance.

Our Manufacturing segment revenues are generated primarily from sales of the railcars that we manufacture. Our Manufacturing segment sales depend on industry demand for new railcars, which is driven by overall economic conditions and the demand for railcar transportation of various products such as steel products, minerals, cement, motor vehicles, forest products, agricultural commodities and coal. Our Manufacturing segment sales are also affected by competitive market pressures that impact our market share, the prices for our railcars and by the types of railcars sold. Our Manufacturing segment revenues also include revenues from railcar conversions and rebodies. Our Aftermarket segment revenues are generated primarily from sales of forged, cast and fabricated railcar parts and supplies for all railcar types.

The variable purchase patterns of our customers and the timing of completion, delivery and customer acceptance may cause our revenues and income from operations to vary substantially each quarter, which will result in significant fluctuations in our quarterly results. Further, recent changes to United States and foreign trade policies, including the imposition of new tariffs, have created increased geopolitical and macroeconomic uncertainty. Future changes in governmental and economic policies could impact our cost structure, demand for our products and results of operation. We continue to actively monitor new global trade policies and remain focused on strategic initiatives to drive operational efficiencies.

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Total net railcar orders received for the three months ended March 31, 2025 were 1,250 units, consisting entirely of new railcars, compared to orders for 384 units, consisting of 275 new railcars and 109 converted and rebodied railcars for the three months ended March 31, 2024. Total backlog of unfilled orders was 3,337 units as of March 31, 2025, compared to 2,797 railcars as of December 31, 2024. The estimated sales value of the backlog was $318 million and $267 million as of March 31, 2025 and December 31, 2024, respectively. The increase in the number of net railcar orders received for the three months ended March 31, 2025 compared to the prior year period is primarily a reflection of the Company’s increased production capacity year-over-year.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2025 compared to Three Months Ended March 31, 2024

Revenues

Our consolidated revenues for the three months ended March 31, 2025 were $96.3 million compared to $161.1 million for the three months ended March 31, 2024. Manufacturing segment revenues for the three months ended March 31, 2025, were $90.2 million compared to $155.7 million for the corresponding prior year period. The $65.5 million decrease in Manufacturing segment revenues was primarily driven by a decrease in the volume of railcar units delivered from 1,223 railcars during the three months ended March 31, 2024 to 710 railcars during the three months ended March 31, 2025 primarily due to railcars delivered in the first quarter of 2024 that were impacted by the December 2023 closure of the United States-Mexico border. During the three months ended March 31, 2025, a portion of the Company’s railcar production capacity at its Manufacturing Facility was utilized to build spare parts for its Aftermarket segment, resulting in lower deliveries of railcars during the period. Aftermarket segment revenues for the three months ended March 31, 2025 were $6.1 million compared to $5.3 million for the three months ended March 31, 2024, reflecting higher parts sales driven by favorable volume during the three months ended March 31, 2025. There were no Corporate revenues for the three months ended March 31, 2025 and 2024.

Gross Profit

Our consolidated gross profit was $14.4 million for the three months ended March 31, 2025 compared to $11.4 million for the three months ended March 31, 2024. Manufacturing segment gross profit was $12.1 million for the three months ended March 31, 2025 compared to $8.7 million for the three months ended March 31, 2024. The $3.0 million increase in consolidated gross profit and $3.4 million increase in Manufacturing segment gross profit reflects a favorable product mix. Aftermarket segment gross profit for the three months ended March 31, 2025 was $2.3 million compared to $2.7 million for the three months ended March 31, 2024. The $0.4 million decrease in gross profit is primarily due to unfavorable price mix. There was no Corporate gross profit for the three months ended March 31, 2025 and 2024.

Selling, General and Administrative Expenses

Consolidated selling, general and administrative expenses were $10.5 million for the three months ended March 31, 2025 compared to $7.5 million for the three months ended March 31, 2024. The $3.0 million increase in consolidated selling, general and administrative expenses was primarily due to increases of $1.4 million in legal expenses and $1.2 million in stock-based compensation expenses during the three months ended March 31, 2025. Manufacturing segment selling, general and administrative expenses were $0.4 million for the three months ended March 31, 2025, compared to $0.5 million for the three months ended March 31, 2024. Manufacturing segment selling, general and administrative expenses for the three months ended March 31, 2025 were 0.4% of revenue, compared to 0.3% of revenue for the three months ended March 31, 2024. Aftermarket segment selling, general and administrative expenses were $0.6 million for the three months ended March 31, 2025 compared to $0.5 million during the three months ended March 31, 2024. Corporate selling, general and administrative expenses were $9.6 million for the three months ended March 31, 2025 compared to $6.5 million for the three months ended March 31, 2024, primarily driven by the aforementioned increases in legal expenses and stock-based compensation expenses during the three months ended March 31, 2025.

Operating Income

Our consolidated operating income was $3.9 million for each of three months ended March 31, 2025 and 2024 driven primarily by the previously mentioned favorable product mix offset by the previously mentioned increase in selling, general and administrative expenses. Operating income for the Manufacturing segment was $11.8 million for the three months ended March 31, 2025 compared to $8.3 million for the three months ended March 31, 2024, reflecting the favorable product mix during the three months ended March 31, 2025. Aftermarket segment operating income for the three months ended March 31, 2025 was $1.7 million compared to operating income of $2.2 million during the three months ended March 31, 2024. The $0.5 million decrease in Aftermarket segment operating income reflects the unfavorable price mix partially offset by the favorable volume during the three months ended March 31,

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2025. Corporate operating loss was $9.6 million for the three months ended March 31, 2025 compared to $6.6 million for the three months ended March 31, 2024, reflecting the aforementioned increases in legal expenses and stock-based compensation expenses during the three months ended March 31, 2025.

Gain (Loss) on Change in Fair Market Value of Warrant Liability

Our gain on change in fair market value of Warrant liability was $52.9 million for the three months ended March 31, 2025 compared to our loss on change in fair market value of Warrant liability of $15.7 million for the three months ended March 31, 2024. The change in fair market value of Warrant liability is driven by the fluctuation of stock price used to remeasure the liability at the end of each period as well as fluctuations in the number of implied warrant shares.

Income Taxes

Our income tax provision was $1.8 million for the three months ended March 31, 2025 compared to our income tax benefit of $2.6 million for the three months ended March 31, 2024. The increase in income tax expense is primarily explained by the mix of forecasted earnings in the United States and Mexico, as well as the impact of permanent and discrete items predominantly in Mexico.

Net Income (Loss)

As a result of the changes discussed above, net income was $50.4 million for the three months ended March 31, 2025 compared to net loss of $11.6 million for the three months ended March 31, 2024. For the three months ended March 31, 2025, basic net earnings per share was $1.54 and diluted net income per share was $1.52, compared to basic and diluted net loss per share of $0.54 for the three months ended March 31, 2024.

LIQUIDITY AND CAPITAL RESOURCES

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

Our primary sources of liquidity are our cash and cash equivalent balances on hand and our credit and debt facilities outlined below.

On December 31, 2024, the Company entered into a term loan agreement by and among the Company, FreightCar North America, LLC and certain subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto, and Blue Torch Finance LLC, as collateral agent and administrative agent in the principal amount of $115,000 (the “Term Loan”) with a maturity date of December 31, 2028. The Term Loan contains both affirmative and negative covenants, as well as financial covenants, including covenants related to liquidity levels, assessed at any time, and quarterly leverage ratios commencing with the three months ended March 31, 2025. The Company is in compliance with such covenants as of March 31, 2025. Proceeds from the Term Loan were used to redeem in full the Preferred Stock (as defined in Note 11 - Mezzanine Equity). The Company incurred $6,511 in deferred financing costs that are presented as a reduction of the long-term debt balance and amortized to interest expense over the term of the Term Loan.

The Term Loan bears interest at the Term SOFR rate, with a floor of 3.00% per annum, plus an applicable margin of 6.00% per annum or at a base rate, as selected by the Company as the borrower. Base rate loans, with respect to the Term Loan, bear interest at the highest of (a) 4.00% per annum, (b) the federal funds rate plus 0.50%, (c) the prime rate or (d) the Term SOFR rate plus 1.00% per annum plus an applicable margin of 5.00%. The Term Loan bears interest at 10.3% as of March 31, 2025.

On February 12, 2025 (the “ABL Effective Date”), the Company entered into a new revolving credit facility by and among the Company, FreightCar North America, LLC, certain subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto, and Bank of America, N.A., as agent for the lenders in the form of an asset backed credit facility exists in the maximum aggregate principal amount of $35,000 (the “ABL”), subject to borrowing base requirements and consisting of revolving loans and a sub-facility for letters of credit. The ABL has a term ending on February 12, 2030, provided that if the aggregate outstanding principal amount and related obligations under the Term Loan have not been repaid in full or prior to October 1, 2028, or refinanced with a new maturity date no earlier than May 13, 2030, the term will end on October 2, 2028.

Extensions of credit under the ABL are subject to availability under a borrowing base comprised of various percentages of the value of eligible inventory and accounts receivable, which also serves as collateral for borrowings under the ABL. The ABL contains both affirmative and negative covenants, as well as certain financial covenants that are triggered if the availability drops below a certain level. These financial covenants remain in effect as long as the availability stays below that level. The Company is in compliance with such covenants as of March 31, 2025. Revolving loans outstanding bear interest at the Term SOFR rate plus an applicable margin ranging from 1.50% to 2.00% per annum or at a base rate plus an applicable margin ranging from 0.50% to 1.00% per annum, as selected by the Company as the borrower. Base rate loans, with respect to the ABL, bear interest at the highest of (a) the prime rate, (b) the federal funds rate plus 0.50% or (c) Term SOFR rate plus 1.00%, provided that the base rate may not be less than 1.00%. As of

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March 31, 2025, the ABL bears interest at 6.3% and the Company had borrowing availability of $8,779, of which $452 was reserved for the movement in mark to market valuation of our foreign currency derivatives and $197 was reserved to collateralize standby letters of credit for an office lease security deposit. The Company incurred $874 in deferred financing costs that are presented as an asset and amortized to interest expense over the term of the ABL.

Warrant

The Company issued warrants to OC III LFE II LP (“OC III LFE”) and various affiliates of OC III LFE (collectively, the “Warrantholder”) in previous years which are exercisable on the terms described in Note 10 - Warrants.

Additional Liquidity Factors

Based on our current level of operations and known changes in planned volume based on our backlog, we believe that our cash balances will be sufficient to meet our expected liquidity needs for at least the next twelve months. Our long-term liquidity is contingent upon future operating performance and our ability to continue to meet financial covenants under our revolving credit facilities, any other indebtedness and the availability of additional financing if needed. We may also require additional capital in the future to fund working capital for various reasons, such as future railcar demand; 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 equity or debt 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.

Cash Flows

The following table summarizes our cash flow activities for the three months ended March 31, 2025 and 2024:

|  | 2025 |  |  | 2024 |
|  | (In thousands) |
Net cash provided by (used in): |  |  |  |  |  |
Operating activities |  | $ | 12,794 |  |  | $ | (25,322 | )
Investing activities |  |  | (330 | ) |  |  | (966 | )
Financing activities |  |  | (2,830 | ) |  |  | (295 | )
Total |  | $ | 9,634 |  |  | $ | (26,583 | )

Operating Activities. Our net cash provided by (used in) operating activities reflects net income (loss) adjusted for non-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 of payroll and associated taxes, payments to our suppliers and other operating activities. As some of our customers accept delivery of new railcars in train-set quantities, variations in our sales could lead to significant fluctuations in our operating profits and cash from operating activities.

Our net cash provided by operating activities for the three months ended March 31, 2025 was $12.8 million compared to net cash used in operating activities of $25.3 million for the three months ended March 31, 2024. Our net cash provided by operating activities for the three months ended March 31, 2025 reflects changes in working capital, including increases in accounts payable of $18.5 million, customer deposits of $17.6 million, offset by increases in inventory of $6.6 million and accounts receivable of $5.9 million and a decrease in other assets and liabilities of $9.8 million. The increases in inventory and accounts payable relate to purchases of raw materials on hand as of March 31, 2025 to be used in the production and delivery of railcars in 2025. The increase in customer deposits and accounts receivable relate to the timing of collections with current railcar builds based on contractual payment terms. Our net cash used in operating activities for the three months ended March 31, 2024 reflects changes in working capital, including increases in accounts receivable of $28.6 million, offset by decreases in inventory of $17.0 million and in accounts payable of $7.9 million.

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Investing Activities. Net cash used in investing activities for the three months ended March 31, 2025 was $0.3 million and consisted of capital expenditures related to the enhancement of machinery and equipment on current production lines of our facility in Castaños, Coahuila, Mexico (the “Manufacturing Facility”). Net cash used in investing activities for the three months ended March 31, 2024 was $1.0 million related to the expansion of the Manufacturing Facility.

Financing Activities. Net cash used in financing activities for the three months ended March 31, 2025 was $2.8 million which included deferred financing costs of $1.3 million, repayments on term loan of $0.7 million, employee stock settlements of $0.5 million, and principal payments on the finance lease of $0.3 million. Net cash used in financing activities for the three months ended March 31, 2024 was $0.3 million which included net borrowings on revolving line of credit of $0.6 million and principal payments on the finance lease of $0.8 million.

Capital Expenditures

Our capital expenditures were $0.3 million in the three months ended March 31, 2025, compared to $1.0 million in the three months ended March 31, 2024. We anticipate capital expenditures during 2025 to be in the range of $5.0 million to $6.0 million, primarily related to the enhancement of machinery and equipment on current production lines at the Manufacturing Facility.

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Item 4. Controls and Procedures.

Management’s Report on Internal Control over Financial Reporting

The Company’s management evaluated, with the participation of the Company’s principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of March 31, 2025. Based on their evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2025.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

For further information, see Note 16 - Commitments and Contingencies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Purchases of Equity Securities by the Issuer

The table below sets forth the information with respect to purchases of our Common Stock made by or on behalf of us during the three months ended March 31, 2025.

Period |  | Total Number of Shares Purchased(a) |  |  | Average Price Paid Per Share |  |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - 31, 2025 |  |  | 29,240 |  |  | $ | 12.35 |  |  | N/A |  | N/A
February 1 - 28, 2025 |  |  | 793 |  |  |  | 11.79 |  |  | N/A |  | N/A
March 1 - 31, 2025 |  |  | 1,547 |  |  |  | 6.39 |  |  | N/A |  | N/A
Total |  |  | 31,580 |  |  | $ | 12.04 |  |  | N/A |  | N/A

(a) Includes: (i) shares surrendered by holders of employee stock options who exercised options (granted under the Company’s incentive compensation plan, titled “The 2022 Long Term Incentive Plan” (as amended to date, the “Incentive Plan”)) in satisfaction of the exercise price and/or tax withholding obligation of such holders and (ii) restricted shares withheld (under the terms of the grants under the Incentive Plan) to offset tax withholding obligations that occur upon vesting and release of restricted shares. The Incentive Plan provides that the value of the shares delivered or attested to, or withheld, be based on the average of the high and low trading prices for the Company’s Common Stock on the date the relevant transaction occurs.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a)
Exhibits filed as part of this Form 10-Q:

10.1 | Loan and Security Agreement, dated as of February 12, 2025, by and among FreightCar America, Inc., FreightCar North America, LLC, certain subsidiaries of FreightCar North America, LLC, the lenders from time to time party thereto and Bank of America, N.A., as agent for the lenders (incorporated by reference to Exhibit 10.1 on the Company's Current Report on Form 8-K filed with the Commission on February 18, 2025).
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS | Inline XBRL Instance Document
101.SCH | Inline XBRL Taxonomy Extension Schema Document
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document

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101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGN ATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|  | FREIGHTCAR AMERICA, INC.
Date: May 5, 2025 |  | By: | /s/ NICHOLAS J. RANDALL
|  |  | Nicholas J. Randall, President and Chief Executive Officer (Principal Executive Officer)
Date: May 5, 2025 |  | By: | /s/ MICHAEL A. RIORDAN
|  |  | Michael A. Riordan, Vice President, Finance, Chief Financial Officer and Treasurer (Principal Financial Officer)
Date: May 5, 2025 |  | By: | /s/ JUAN CARLOS FUENTES SIERRA
|  |  | Juan Carlos Fuentes Sierra, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

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