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 27, 2010
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 27, 2010, Westinghouse Air Brake Technologies Corporation (the “Company”) issued a press release reporting, among other things, the Company’s 2010 first 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 April 27, 2010, the Company issued a press release providing, among other things, updated earnings guidance for fiscal year 2010. A copy of the press release is attached to this report as Exhibit 99.1 and the second paragraph discussing 2010 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 April 27, 2010. | |
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 27, 2010 | ||||
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 99.1 | Press release dated April 27, 2010. | Filed herewith. | ||
Exhibit 99.1
|
News Release |
Wabtec Reports 1Q EPS of 63 Cents;
Updates 2010 Guidance To Between $2.40-$2.50
WILMERDING, PA, April 27, 2010 – Wabtec Corporation (NYSE: WAB) today reported its 2010 first quarter results, including the following:
| • | First quarter sales were $364 million, slightly lower than the year-ago quarter but the company’s highest quarterly figure since then. |
| • | Income from operations was $51 million, or 14.1 percent of sales, compared to 14.7 percent in the year-ago quarter. |
| • | Earnings per diluted share were 63 cents, compared to 68 cents in the year-ago quarter. |
| • | At March 31, 2010, the company had cash of $179 million and debt of $419 million. |
| • | Late in the quarter, Wabtec acquired Xorail LLC, a leading provider of signal engineering and design services, for $40 million. |
Based on its first quarter results and outlook for the rest of the year, Wabtec updated its 2010 guidance for earnings per diluted share to between $2.40-$2.50, with revenues now expected to be slightly up for the year. Previously, the company’s guidance was for earnings per diluted share to be between $2.35-$2.50, with revenues flat to slightly up.
Albert J. Neupaver, Wabtec’s president and chief executive officer, said: “We’re off to a good start for the year, with transit remaining stable at a high level and its backlog providing solid visibility. In the freight rail market, traffic volumes have continued to improve this year, and we are beginning to see a positive effect on our aftermarket businesses, although the original equipment markets remain weaker than last year. We are cautiously optimistic that the overall economic environment will continue to improve; as it does, we will maintain our cost discipline and cash focus through ongoing application of the Wabtec Performance System, and we will continue to invest prudently in our growth opportunities.”
Wabtec Corporation (www.wabtec.com) is a global provider of value-added, technology-based products and services for rail and other industrial markets.
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.
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.
WABTEC CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| First Quarter 2010 |
First Quarter 2009 |
For the Year 2010 |
For the Year 2009 |
|||||||||||||
| Net sales |
$ | 363,927 | $ | 377,960 | $ | 363,927 | $ | 377,960 | ||||||||
| Cost of sales |
(255,538 | ) | (270,785 | ) | (255,538 | ) | (270,785 | ) | ||||||||
| Gross profit |
108,389 | 107,175 | 108,389 | 107,175 | ||||||||||||
| Gross profit as a % of Net Sales |
29.8 | % | 28.4 | % | 29.8 | % | 28.4 | % | ||||||||
| Selling, general and administrative expenses |
(44,631 | ) | (38,553 | ) | (44,631 | ) | (38,553 | ) | ||||||||
| Engineering expenses |
(10,695 | ) | (10,559 | ) | (10,695 | ) | (10,559 | ) | ||||||||
| Amortization expense |
(1,887 | ) | (2,315 | ) | (1,887 | ) | (2,315 | ) | ||||||||
| Total operating expenses |
(57,213 | ) | (51,427 | ) | (57,213 | ) | (51,427 | ) | ||||||||
| Operating expenses as a % of Net Sales |
15.7 | % | 13.6 | % | 15.7 | % | 13.6 | % | ||||||||
| Income from operations |
51,176 | 55,748 | 51,176 | 55,748 | ||||||||||||
| Income from operations as a % of Net Sales |
14.1 | % | 14.7 | % | 14.1 | % | 14.7 | % | ||||||||
| Interest (expense) income, net |
(3,912 | ) | (4,936 | ) | (3,912 | ) | (4,936 | ) | ||||||||
| Other (expense) income, net |
(721 | ) | 389 | (721 | ) | 389 | ||||||||||
| Income from operations before income taxes |
46,543 | 51,201 | 46,543 | 51,201 | ||||||||||||
| Income tax expense |
(16,179 | ) | (18,535 | ) | (16,179 | ) | (18,535 | ) | ||||||||
| Effective tax rate |
34.8 | % | 36.2 | % | 34.8 | % | 36.2 | % | ||||||||
| Income from continuing operations |
30,364 | 32,666 | 30,364 | 32,666 | ||||||||||||
| Discontinued operations |
||||||||||||||||
| Income (loss) from discontinued operations (net of tax) |
— | — | — | — | ||||||||||||
| Net income attributable to Wabtec shareholders |
$ | 30,364 | $ | 32,666 | $ | 30,364 | $ | 32,666 | ||||||||
| Earnings Per Common Share |
||||||||||||||||
| Basic |
||||||||||||||||
| Income from continuing operations |
$ | 0.64 | $ | 0.68 | $ | 0.64 | $ | 0.68 | ||||||||
| Income from discontinued operations |
— | — | — | — | ||||||||||||
| Net income attributable to Wabtec shareholders |
$ | 0.64 | $ | 0.68 | $ | 0.64 | $ | 0.68 | ||||||||
| Diluted |
||||||||||||||||
| Income from continuing operations |
$ | 0.63 | $ | 0.68 | $ | 0.63 | $ | 0.68 | ||||||||
| Income from discontinued operations |
— | — | — | — | ||||||||||||
| Net income attributable to Wabtec shareholders |
$ | 0.63 | $ | 0.68 | $ | 0.63 | $ | 0.68 | ||||||||
| Weighted average shares outstanding |
||||||||||||||||
| Basic |
47,461 | 47,645 | 47,461 | 47,645 | ||||||||||||
| Diluted |
47,895 | 48,131 | 47,895 | 48,131 | ||||||||||||
| Sales by Segment |
||||||||||||||||
| Freight Group |
$ | 165,144 | $ | 179,947 | $ | 165,144 | $ | 179,947 | ||||||||
| Transit Group |
198,783 | 198,013 | 198,783 | 198,013 | ||||||||||||
| Total |
$ | 363,927 | $ | 377,960 | $ | 363,927 | $ | 377,960 | ||||||||