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) July 24, 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 July 24, 2009, Westinghouse Air Brake Technologies Corporation (the “Company”) issued a press release reporting, among other things, the Company’s 2009 second quarter results. 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 July 24, 2009, the Company issued a press release providing, among other things, updated 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 2009 guidance is incorporated into this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibit is furnished and a portion thereof is filed (as described in Item 8.01) with this report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press release dated July 24, 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: July 24, 2009
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 99.1 | Press release dated July 24, 2009. | Filed herewith. |
Exhibit 99.1
Wabtec Reports 2Q EPS Of 64 Cents, Cash From Operations Of $44 Million And Updates Guidance
WILMERDING, PA, July 24, 2009 – Wabtec Corporation (NYSE: WAB) today reported its 2009 second quarter results, including the following:
| • | Earnings per diluted share were 64 cents, including a tax benefit of $9.7 million and pre-tax expenses of about $8.3 million primarily from severance and other costs related to downsizing and consolidation actions. The tax benefit resulted from the successful resolution of certain outstanding tax issues from prior years. The downsizing and consolidation actions are expected to yield $8 million in annualized cost savings. |
| • | Sales decreased to $334 million, as 4 percent growth in the Transit Group was more than offset by lower sales in the Freight Group. Growth in Transit was mainly due to increased sales of components for subway cars, while Freight continued to be affected negatively by the global recession, which has led to sharply lower rail traffic levels. |
| • | During the quarter, the company generated cash from operations of $44 million, or 13% of sales. At June 30, 2009, the company had cash of $121 million and debt of $352 million. |
| • | During the quarter, Wabtec repurchased 379,700 shares of company stock for $12 million. |
Based on these results and weaker-than-expected conditions in the freight rail market, especially rail traffic and locomotive production, Wabtec updated its 2009 earnings guidance as follows: Revenues are now expected to be about 10 percent lower than in 2008, with earnings per diluted share expected to be between $2.35-$2.55. Previously, the company expected revenues to be slightly down, with EPS expected to be between $2.45-$2.75.
Albert J. Neupaver, Wabtec’s president and chief executive officer, said: “Despite operating in very difficult market conditions, we posted good results in the second quarter, with strong cash generation and solid strategic progress. Going forward this year, we expect stability in our transit operations, while the freight businesses will continue to be affected negatively by the global recession. In this environment, we will remain focused on applying lean principles and managing what we can manage in the short term – especially reducing costs and maximizing cash generation – while continuing to invest prudently in our long-term growth strategies.”
Wabtec (www.wabtec.com) is a global provider of technology-based products and services for the freight rail and passenger transit industry. This release contains forward-looking statements, such as those regarding 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; and other factors discussed in Wabtec’s filings with the Securities and Exchange Commission. Wabtec assumes no obligation to update these statements or advise of changes in the assumptions on which they are based. Wabtec will conduct a conference call with analysts and investors at 10 a.m., eastern time, today. To listen via webcast, please go to www.wabtec.com and click on the “Webcasts” tab in the “Investor Relations” section.
| Contact: | ||||||
| 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 AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| Second Quarter 2009 |
Second Quarter 2008 |
For the Six Months 2009 |
For the Six Months 2008 |
|||||||||||||
| Net sales |
$ | 334,013 | $ | 390,194 | $ | 711,973 | $ | 773,521 | ||||||||
| Cost of sales |
(242,380 | ) | (281,693 | ) | (513,855 | ) | (559,805 | ) | ||||||||
| Gross profit |
91,633 | 108,501 | 198,118 | 213,716 | ||||||||||||
| Gross profit as a % of Net Sales |
27.4 | % | 27.8 | % | 27.8 | % | 27.6 | % | ||||||||
| Selling, general and administrative expenses |
(42,346 | ) | (42,036 | ) | (81,133 | ) | (82,481 | ) | ||||||||
| Engineering expenses |
(10,765 | ) | (9,631 | ) | (21,324 | ) | (19,612 | ) | ||||||||
| Amortization expense |
(1,795 | ) | (912 | ) | (3,186 | ) | (1,815 | ) | ||||||||
| Total operating expenses |
(54,906 | ) | (52,579 | ) | (105,643 | ) | (103,908 | ) | ||||||||
| Operating expenses as a % of Net Sales |
16.4 | % | 13.5 | % | 14.8 | % | 13.4 | % | ||||||||
| Income from operations |
36,727 | 55,922 | 92,475 | 109,808 | ||||||||||||
| Income from operations as a % of Net Sales |
11.0 | % | 14.3 | % | 13.0 | % | 14.2 | % | ||||||||
| Interest (expense) income, net |
(3,525 | ) | (1,293 | ) | (8,461 | ) | (2,774 | ) | ||||||||
| Other (expense) income, net |
(134 | ) | (696 | ) | 255 | (1,079 | ) | |||||||||
| Income from continuing operations before income taxes |
33,068 | 53,933 | 84,269 | 105,955 | ||||||||||||
| Income tax expense |
(2,232 | ) | (20,171 | ) | (20,767 | ) | (39,680 | ) | ||||||||
| Effective tax rate |
6.7 | % | 37.4 | % | 24.6 | % | 37.4 | % | ||||||||
| Income from continuing operations |
30,836 | 33,762 | 63,502 | 66,275 | ||||||||||||
| Discontinued operations |
||||||||||||||||
| Income (loss) from discontinued operations (net of tax) |
— | — | — | (3 | ) | |||||||||||
| Net income |
$ | 30,836 | $ | 33,762 | $ | 63,502 | $ | 66,272 | ||||||||
| Earnings Per Common Share | ||||||||||||||||
| Basic | ||||||||||||||||
| Income from continuing operations |
$ | 0.65 | $ | 0.70 | $ | 1.33 | $ | 1.36 | ||||||||
| Income from discontinued operations |
— | — | — | — | ||||||||||||
| Net income |
$ | 0.65 | $ | 0.70 | $ | 1.33 | $ | 1.36 | ||||||||
| Diluted | ||||||||||||||||
| Income from continuing operations |
$ | 0.64 | $ | 0.69 | $ | 1.32 | $ | 1.35 | ||||||||
| Income from discontinued operations |
— | — | — | — | ||||||||||||
| Net income |
$ | 0.64 | $ | 0.69 | $ | 1.32 | $ | 1.35 | ||||||||
| Weighted average shares outstanding |
||||||||||||||||
| Basic |
47,487 | 48,095 | 47,594 | 48,306 | ||||||||||||
| Diluted |
48,013 | 48,655 | 48,088 | 48,924 | ||||||||||||
| Sales by Segment | ||||||||||||||||
| Freight Group |
$ | 136,079 | $ | 199,631 | $ | 316,026 | $ | 391,397 | ||||||||
| Transit Group |
197,934 | 190,563 | 395,947 | 382,124 | ||||||||||||
| Total |
$ | 334,013 | $ | 390,194 | $ | 711,973 | $ | 773,521 | ||||||||