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) October 29, 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 October 29, 2009, Westinghouse Air Brake Technologies Corporation (the “Company”) issued a press release reporting, among other things, the Company’s 2009 third 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 October 29, 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 |
Description | |
| 99.1 | Press release dated October 29, 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: October 29, 2009
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 99.1 | Press release dated October 29, 2009. | Filed herewith. | ||
Exhibit 99.1
 |
News Release |
Wabtec Reports 3Q EPS Of 57 Cents, Cash From
Operations of $51 Million And Updates Guidance
WILMERDING, PA, October 29, 2009 – Wabtec Corporation (NYSE: WAB) today reported its 2009 third quarter results, including the following:
Earnings per diluted share were 57 cents.
Income from operations was $46 million, or 13.8 percent of sales compared to 13.2 percent of sales in the year-ago quarter. The increase in operating margin was due to cost reduction initiatives and other benefits from the Wabtec Performance System.
Sales decreased to $330 million, due mainly to lower sales in the Freight Group, which has been affected negatively by sharply lower rail traffic levels.
Cash generated from operations was $51 million, or 15 percent of sales. At Sept. 30, 2009, Wabtec had cash of $255 million and debt of $432 million. Following the end of the quarter, the company acquired Unifin International for $93 million, which reduced cash on hand by that amount.
Based on its third quarter results and outlook for the rest of the year, Wabtec updated its 2009 guidance as follows: Revenues are now expected to be about 12 percent lower than 2008, with earnings per diluted share expected to be between $2.40-$2.50. Previously, the company expected revenues to be down about 10 percent, with EPS expected to be between $2.35-$2.55.
Albert J. Neupaver, Wabtec’s president and chief executive officer, said: “Market conditions continued to be very difficult in the third quarter for our freight rail business, while the Transit Group remained stable. Even in this environment, we still improved margins and generated strong cash flow. We will continue to manage what we can in the short term, while remaining focused on our long-term strategies and growth opportunities, such as the acquisition of Unifin International. With annual sales of about $45 million, Unifin is a leading manufacturer of cooling systems and related equipment for the power generation and transmission industry. We expect it to be a strategic complement to our Young Touchstone unit, which is well established in the industrial cooling systems market.”
Wabtec Corporation (www.wabtec.com) is a global provider of value-added, technology-based products and services mainly for the freight rail and passenger transit 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, an economic slowdown in the markets we serve; a decrease in freight or passenger rail traffic; an increase in manufacturing costs; and other factors contained in the company’s filings with the Securities and Exchange Commission. The company assumes no obligation to update these statements or advise of changes in the assumptions on which they are based.
Wabtec will host a call with analysts and investors at 10 a.m., eastern time, today. To listen via webcast, go to www.wabtec.com and click on “Webcasts” in the “Investor Relations” section.
 |
| Tim Wesley | Phone: 412.825.1543 E-mail: twesley@wabtec.com Website: www.wabtec.com |
Wabtec Corporation 1001 Air Brake Avenue Wilmerding, PA 15148 |
WABTEC CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| Third Quarter 2009 |
Third Quarter 2008 |
For the Nine Months 2009 |
For the Nine Months 2008 |
|||||||||||||
| Net sales |
$ | 330,455 | $ | 396,017 | $ | 1,042,428 | $ | 1,169,538 | ||||||||
| Cost of sales |
(235,629 | ) | (288,343 | ) | (749,484 | ) | (848,148 | ) | ||||||||
| Gross profit |
94,826 | 107,674 | 292,944 | 321,390 | ||||||||||||
| Gross profit as a % of Net Sales |
28.7 | % | 27.2 | % | 28.1 | % | 27.5 | % | ||||||||
| Selling, general and administrative expenses |
(37,395 | ) | (43,841 | ) | (118,528 | ) | (126,322 | ) | ||||||||
| Engineering expenses |
(10,157 | ) | (9,713 | ) | (31,481 | ) | (29,325 | ) | ||||||||
| Amortization expense |
(1,515 | ) | (1,666 | ) | (4,701 | ) | (3,481 | ) | ||||||||
| Total operating expenses |
(49,067 | ) | (55,220 | ) | (154,710 | ) | (159,128 | ) | ||||||||
| Operating expenses as a % of Net Sales |
14.8 | % | 13.9 | % | 14.8 | % | 13.6 | % | ||||||||
| Income from operations |
45,759 | 52,454 | 138,234 | 162,262 | ||||||||||||
| Income from operations as a % of Net Sales |
13.8 | % | 13.2 | % | 13.3 | % | 13.9 | % | ||||||||
| Interest (expense) income, net |
(3,687 | ) | (1,943 | ) | (12,148 | ) | (4,717 | ) | ||||||||
| Other (expense) income, net |
394 | (100 | ) | 649 | (1,179 | ) | ||||||||||
| Income from continuing operations before income taxes |
42,466 | 50,411 | 126,735 | 156,366 | ||||||||||||
| Income tax expense |
(15,118 | ) | (17,241 | ) | (35,885 | ) | (56,921 | ) | ||||||||
| Effective tax rate |
35.6 | % | 34.2 | % | 28.3 | % | 36.4 | % | ||||||||
| Income from continuing operations |
27,348 | 33,170 | 90,850 | 99,445 | ||||||||||||
| Discontinued operations |
||||||||||||||||
| Income (loss) from discontinued operations (net of tax) |
— | — | — | (3 | ) | |||||||||||
| Net income |
$ | 27,348 | $ | 33,170 | $ | 90,850 | $ | 99,442 | ||||||||
| Earnings Per Common Share | ||||||||||||||||
| Basic | ||||||||||||||||
| Income from continuing operations |
$ | 0.58 | $ | 0.68 | $ | 1.90 | $ | 2.05 | ||||||||
| Income from discontinued operations |
— | — | — | — | ||||||||||||
| Net income |
$ | 0.58 | $ | 0.68 | $ | 1.90 | $ | 2.05 | ||||||||
| Diluted | ||||||||||||||||
| Income from continuing operations |
$ | 0.57 | $ | 0.68 | $ | 1.89 | $ | 2.03 | ||||||||
| Income from discontinued operations |
— | — | — | — | ||||||||||||
| Net income |
$ | 0.57 | $ | 0.68 | $ | 1.89 | $ | 2.03 | ||||||||
| Weighted average shares outstanding |
||||||||||||||||
| Basic |
47,289 | 48,161 | 47,537 | 48,269 | ||||||||||||
| Diluted |
47,752 | 48,827 | 48,019 | 48,918 | ||||||||||||
| Sales by Segment | ||||||||||||||||
| Freight Group |
$ | 124,453 | $ | 183,276 | $ | 440,479 | $ | 574,673 | ||||||||
| Transit Group |
206,002 | 212,741 | 601,949 | 594,865 | ||||||||||||
| Total |
$ | 330,455 | $ | 396,017 | $ | 1,042,428 | $ | 1,169,538 | ||||||||