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 25, 2011
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-13782 | 25-1615902 | ||
| (State or Other Jurisdiction of Incorporation) |
(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 25, 2011, Westinghouse Air Brake Technologies Corporation (the “Company”) issued a press release reporting, among other things, the Company’s 2011 third quarter results. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Item 7.01. Regulation FD Disclosure.
On October 25, 2011, the Company issued a press release providing, among other things, updated earnings guidance for fiscal year 2011. A copy of the press release is attached to this report as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01 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.
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 October 25, 2011. | |
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 25, 2011
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 99.1 | Press release dated October 25, 2011. | Filed herewith. | ||
Exhibit 99.1
|
|
News Release |
Wabtec Reports Record Quarterly Results, Increases Full-Year Guidance
WILMERDING, PA, October 25, 2011 – Wabtec Corporation (NYSE: WAB) today reported record quarterly sales and earnings, and increased its full-year guidance. The company also declared a regular quarterly dividend of 3 cents per share, payable on Nov. 30, 2011 to holders of record on Nov. 16, 2011.
Third quarter highlights included:
| • | Sales were a record $499 million, 33 percent higher than the year-ago quarter, primarily due to strong growth in the Freight Group. |
| • | Earnings per diluted share were a record 96 cents, 52 percent higher than the year-ago quarter. |
| • | Income from operations was a record $75 million, or 15.1 percent of sales, compared to 13.5 percent in the year-ago quarter. |
| • | Cash from operations was $34 million for the quarter and $100 million for the first nine months of the year. At Sept. 30, 2011, the company had cash of $221 million and debt of $406 million. During the quarter, Wabtec repurchased 308,600 shares of company stock for $18 million. |
| • | Backlog at the end of the third quarter was $1.5 billion, 38 percent higher than at the beginning of the year. |
Albert J. Neupaver, Wabtec’s president and chief executive officer, said: “Wabtec continued to perform at a high level in the third quarter and we expect to finish the year strongly. We are executing our growth strategies well, benefiting from favorable market conditions in the freight rail sector, and beginning to see a ramp-up in positive train control activities. We remain optimistic about our outlook for the balance of the year, and believe we are well positioned over the longer term to take advantage of growth opportunities in our core markets around the world.”
Based on its third quarter results and outlook, Wabtec increased its 2011 non-GAAP guidance for earnings per diluted share to between $3.65-$3.70, with revenues expected to be up about 25 percent for the year. As previously discussed, non-GAAP EPS guidance excludes the following special items recorded in the second quarter this year: a charge of 25 cents per diluted share for a court ruling, a benefit of 3 cents per diluted share for an acquisition settlement, and a tax benefit of 3 cents per diluted share. Including these items, the company’s 2011 GAAP EPS guidance would be $3.46-$3.51. We believe the non-GAAP guidance measure provides useful supplemental information to assess our operating performance and to evaluate period-to-period comparisons. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, Wabtec’s reported results prepared in accordance with GAAP.
Wabtec Corporation (www.wabtec.com) is a global provider of value-added, technology-based products and services for rail and other industrial markets.
| Tim Wesley | Phone: 412.825.1543 E-mail: twesley@wabtec.com Website: www.wabtec.com |
Wabtec Corporation 1001 Air Breake Avenue Wilmerding, PA 15148 |
|
News Release |
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.
| Tim Wesley | Phone: 412.825.1543 E-mail: twesley@wabtec.com Website: www.wabtec.com |
Wabtec Corporation 1001 Air Breake Avenue Wilmerding, PA 15148 |
WABTEC CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| Third | Third | For the | For the | |||||||||||||
| Quarter | Quarter | Nine Months | Nine Months | |||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| Net sales |
$ | 498,840 | $ | 375,707 | $ | 1,432,998 | $ | 1,113,771 | ||||||||
| Cost of sales |
(351,689 | ) | (266,470 | ) | (1,009,908 | ) | (782,681 | ) | ||||||||
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| Gross profit |
147,151 | 109,237 | 423,090 | 331,090 | ||||||||||||
| Gross profit as a % of Net Sales |
29.5 | % | 29.1 | % | 29.5 | % | 29.7 | % | ||||||||
| Selling, general and administrative expenses |
(57,676 | ) | (46,604 | ) | (186,435 | ) | (142,478 | ) | ||||||||
| Engineering expenses |
(9,894 | ) | (9,362 | ) | (27,914 | ) | (30,482 | ) | ||||||||
| Amortization expense |
(4,128 | ) | (2,638 | ) | (10,549 | ) | (6,669 | ) | ||||||||
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| Total operating expenses |
(71,698 | ) | (58,604 | ) | (224,898 | ) | (179,629 | ) | ||||||||
| Operating expenses as a % of Net Sales |
14.4 | % | 15.6 | % | 15.7 | % | 16.1 | % | ||||||||
| Income from operations |
75,453 | 50,633 | 198,192 | 151,461 | ||||||||||||
| Income from operations as a % of Net Sales |
15.1 | % | 13.5 | % | 13.8 | % | 13.6 | % | ||||||||
| Interest (expense) income, net |
(3,764 | ) | (3,996 | ) | (11,241 | ) | (12,000 | ) | ||||||||
| Other income (expense), net |
(1,529 | ) | (791 | ) | (1,479 | ) | (426 | ) | ||||||||
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| Income from operations before income taxes |
70,160 | 45,846 | 185,472 | 139,035 | ||||||||||||
| Income tax expense |
(23,560 | ) | (15,302 | ) | (61,586 | ) | (46,916 | ) | ||||||||
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| Effective tax rate |
33.6 | % | 33.4 | % | 33.2 | % | 33.7 | % | ||||||||
| Net income attributable to Wabtec shareholders |
$ | 46,600 | $ | 30,544 | $ | 123,886 | $ | 92,119 | ||||||||
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| Earnings Per Common Share | ||||||||||||||||
| Basic | ||||||||||||||||
| Net income attributable to Wabtec shareholders |
$ | 0.97 | $ | 0.64 | $ | 2.58 | $ | 1.93 | ||||||||
| Diluted | ||||||||||||||||
| Net income attributable to Wabtec shareholders |
$ | 0.96 | $ | 0.63 | $ | 2.56 | $ | 1.92 | ||||||||
| Weighted average shares outstanding |
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| Basic |
47,874 | 47,677 | 47,827 | 47,577 | ||||||||||||
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| Diluted |
48,366 | 48,064 | 48,327 | 47,956 | ||||||||||||
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| Sales by Segment | ||||||||||||||||
| Freight Group |
$ | 315,837 | $ | 208,566 | $ | 860,729 | $ | 563,684 | ||||||||
| Transit Group |
183,003 | 167,141 | $ | 572,269 | $ | 550,087 | ||||||||||
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| Total |
$ | 498,840 | $ | 375,707 | $ | 1,432,998 | $ | 1,113,771 | ||||||||
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