UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 22, 2009
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-13782 | 25-1615902 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 1001 Airbrake Avenue Wilmerding, Pennsylvania |
15148 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On April 22, 2009, Westinghouse Air Brake Technologies Corporation (the “Company”) issued a press release reporting, among other things, the Company’s financial results for the first quarter of 2009. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing, and as set forth in Item 8.01 herein.
| Item 8.01. | Other Events. |
On April 22, 2009, the Company issued a press release providing, among other things, affirmed earnings guidance for fiscal year 2009. A copy of the press release is attached to this report as Exhibit 99.1 and the second paragraph discussing affirmed 2009 guidance is incorporated into this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibit is filed with this report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press release dated April 22, 2009. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION | ||||||
| By: | /s/ Alvaro Garcia-Tunon | |||||
| Alvaro Garcia-Tunon | ||||||
| Chief Financial Officer | ||||||
| Date: April 22, 2009 | ||||||
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 99.1 | Press release dated April 22, 2009. | Filed herewith. |
Exhibit 99.1
 |
News Release |
Wabtec Reports 1Q EPS of 68 Cents, Up 3%;
Affirms 2009 Guidance Of Between $2.45-$2.75
WILMERDING, PA, April 22, 2009 – Wabtec Corporation (NYSE: WAB) today reported its 2009 first quarter results, including the following:
| • | First quarter sales were $378 million, slightly lower than the year-ago quarter, as growth in the Transit Group partially offset lower sales in the Freight Group. |
| • | Income from operations increased 4 percent to $55.7 million, or 14.7 percent of sales, compared to 14.1 percent in the year-ago quarter, due to benefits from the Wabtec Performance System and other cost-cutting initiatives. |
| • | Earnings per diluted share were 68 cents, up 3 percent compared to the year-ago quarter. |
| • | At March 31, 2009, the company had cash of $98 million and debt of $362 million. |
| • | During the quarter, Wabtec repurchased 290,000 shares of company stock for $7 million. |
Based on its first quarter results and outlook for the rest of the year, Wabtec affirmed its 2009 guidance for earnings per diluted share of between $2.45-$2.75, with sales now expected to be slightly down for the year.
Albert J. Neupaver, Wabtec’s president and chief executive officer, said: “Wabtec posted good results in the first quarter, with transit remaining stable at a high level, which is partially offsetting difficult conditions in our freight rail markets. Our transit backlog gives us solid visibility in that segment through 2009, while the outlook in freight remains uncertain due to the weak global economy. In this environment, we will continue to focus on generating cash to invest prudently in our growth strategies, and on using the Wabtec Performance System to increase efficiencies and reduce costs.”
Wabtec Corporation (www.wabtec.com) is a global provider of value-added, technology-based products and services for the rail industry.
This release contains forward-looking statements, such as statements regarding the company’s expectations about future earnings. Actual results could differ materially from the results suggested in any forward-looking statement. Factors that could cause or contribute to these material differences include, but are not limited to, a further economic slowdown in the markets we serve; a continued decrease in freight rail traffic or a decline in passenger rail traffic; an increase in manufacturing costs, especially raw materials; and other factors discussed in the company’s filings with the Securities and Exchange Commission. The company assumes no obligation to update these forward-looking statements or advise of changes in the assumptions on which they are based.
The company will conduct a conference call with analysts and investors at 10 a.m., eastern time, today. To listen to the call via webcast, please go to www.wabtec.com and click on the “Webcasts” tab in the “Investor Relations” section.
| Tim Wesley | Phone: 412.825.1543 | Wabtec Corporation | ||
| E-mail: twesley@wabtec.com | 1001 Air Brake Avenue | |||
| Website: www.wabtec.com | Wilmerding, PA 15148 |
WABTEC CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| First Quarter 2009 |
First Quarter 2008 |
|||||||
| Net sales |
$ | 377,960 | $ | 383,327 | ||||
| Cost of sales |
(271,475 | ) | (278,112 | ) | ||||
| Gross profit |
106,485 | 105,215 | ||||||
| Gross profit as a % of Net Sales |
28.2 | % | 27.4 | % | ||||
| Selling, general and administrative expenses |
(38,787 | ) | (40,445 | ) | ||||
| Engineering expenses |
(10,559 | ) | (9,981 | ) | ||||
| Amortization expense |
(1,391 | ) | (903 | ) | ||||
| Total operating expenses |
(50,737 | ) | (51,329 | ) | ||||
| Operating expenses as a % of Net Sales |
13.4 | % | 13.4 | % | ||||
| Income from operations |
55,748 | 53,886 | ||||||
| Income from operations as a % of Net Sales |
14.7 | % | 14.1 | % | ||||
| Interest (expense) income, net |
(4,936 | ) | (1,481 | ) | ||||
| Other (expense) income, net |
389 | (383 | ) | |||||
| Income from continuing operations before income taxes |
51,201 | 52,022 | ||||||
| Income tax expense |
(18,535 | ) | (19,509 | ) | ||||
| Effective tax rate |
36.2 | % | 37.5 | % | ||||
| Income from continuing operations |
32,666 | 32,513 | ||||||
| Discontinued operations |
||||||||
| Income (loss) from discontinued operations (net of tax) |
— | (3 | ) | |||||
| Net income |
$ | 32,666 | $ | 32,510 | ||||
| Earnings Per Common Share Basic |
||||||||
| Income from continuing operations |
$ | 0.68 | $ | 0.67 | ||||
| Income from discontinued operations |
— | (0.00 | ) | |||||
| Net income |
$ | 0.68 | $ | 0.67 | ||||
| Diluted | ||||||||
| Income from continuing operations |
$ | 0.68 | $ | 0.66 | ||||
| Income from discontinued operations |
— | (0.00 | ) | |||||
| Net income |
$ | 0.68 | $ | 0.66 | ||||
| Weighted average shares outstanding |
||||||||
| Basic |
47,645 | 48,379 | ||||||
| Diluted |
48,131 | 49,037 | ||||||
| Sales by Segment | ||||||||
| Freight Group |
$ | 179,947 | $ | 191,766 | ||||
| Transit Group |
198,013 | 191,561 | ||||||
| Total |
$ | 377,960 | $ | 383,327 | ||||