UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2012
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 No.) |
(I.R.S. Employer Identification No.) | |
| 1001 Air Brake Avenue Wilmerding, Pennsylvania |
15148 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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, 2012, Westinghouse Air Brake Technologies Corporation (the “Company”) issued a press release reporting, among other things, the Company’s 2012 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.
Item 7.01. Regulation FD Disclosure.
On July 24, 2012, the Company issued a press release which, among other things, revised previously provided earnings guidance upwards for fiscal year 2012. A copy of the press release is attached to this report as Exhibit 99.1 and the second paragraph discussing 2012 guidance is incorporated into this Item 7.01 by reference.
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) | Exhibit. |
The following exhibit is furnished with this report on Form 8-K:
| Exhibit |
Description | |
| 99.1 | Press release dated July 24, 2012. | |
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, 2012
EXHIBIT INDEX
| Exhibits | ||
| 99.1 | Press release issued by Westinghouse Air Brake Technologies Corporation on July 24, 2012. | |
Exhibit 99.1
|
News Release |
Wabtec Reports Record Quarterly Sales and Earnings; Increases Full-Year Guidance
WILMERDING, PA, July 24, 2012 – Wabtec Corporation (NYSE: WAB) today reported record results for the 2012 second quarter, including the following:
| • | Second quarter sales were a record $610 million, 27 percent higher than the year-ago quarter, due mainly to strong growth in the Freight Group. |
| • | Income from operations was a record $101 million, or 16.5 percent of sales. |
| • | Earnings per diluted share were a record $1.33, compared to 75 cents in the 2011 second quarter. Excluding special items recorded in the 2011 second quarter, earnings per diluted share were 94 cents (non-GAAP) in the 2011 second quarter. For reconciliation with GAAP, see the table below. |
| • | At June 30, 2012, the company had cash of $234 million and debt of $443 million. |
| • | During the quarter, Wabtec repurchased 298,800 shares of company stock for about $22 million. The company has about $100 million remaining on a $150 million authorization. |
Based on its second quarter results and outlook for the rest of the year, Wabtec increased its full-year 2012 guidance for earnings per diluted share to $5.10-$5.15, with revenues now expected to be up about 20 percent for the year. Previously, the company’s guidance was for earnings per diluted share of about $4.80, with revenue growth of about 15 percent.
Albert J. Neupaver, Wabtec’s president and chief executive officer, said: “We had another strong quarter and are positioned to perform well in the second half of the year. The company continues to benefit from rigorous application of the Wabtec Performance System, its diverse business model and ongoing investments in strategic growth initiatives. Recently, we completed two acquisitions in support of our growth strategies: Mors Smitt, which expanded our geographic footprint; and Tec Tran, which added hydraulic braking technology.”
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.
| ||||
| Tim Wesley | Phone: 412.825.1543 E-mail: twesley@wabtec.com Website: www.wabtec.com |
Wabtec Corporation 1001 Air Brake Avenue Wilmerding, PA 15148 | ||
|
|
News Release |
Set forth below is the calculation of the non-GAAP performance measure included in this press release. We believe that this 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.
Reconciliation of 2011 second quarter earnings per diluted share
| Net income per diluted share in accordance with GAAP |
75 cents | |||
| Add back after-tax charge for court ruling |
25 cents | |||
| Deduct after-tax benefit from settlement |
(3 cents | ) | ||
| Deduct tax benefit |
(3 cents | ) | ||
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| Net income per diluted share excluding special items |
94 cents |
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 Brake Avenue Wilmerding, PA 15148 |
WABTEC CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| Second Quarter 2012 |
Second Quarter 2011 |
For the Six Months 2012 |
For the Six Months 2011 |
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| Net sales |
$ | 609,820 | $ | 478,899 | $ | 1,193,129 | $ | 934,158 | ||||||||
| Cost of sales |
(436,393 | ) | (336,155 | ) | (850,321 | ) | (658,219 | ) | ||||||||
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| Gross profit |
173,427 | 142,744 | 342,808 | 275,939 | ||||||||||||
| Gross profit as a % of Net Sales |
28.4 | % | 29.8 | % | 28.7 | % | 29.5 | % | ||||||||
| Selling, general and administrative expenses |
(59,163 | ) | (73,943 | ) | (121,192 | ) | (128,759 | ) | ||||||||
| Engineering expenses |
(10,145 | ) | (9,132 | ) | (20,294 | ) | (18,020 | ) | ||||||||
| Amortization expense |
(3,254 | ) | (3,307 | ) | (6,347 | ) | (6,421 | ) | ||||||||
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| Total operating expenses |
(72,562 | ) | (86,382 | ) | (147,833 | ) | (153,200 | ) | ||||||||
| Operating expenses as a % of Net Sales |
11.9 | % | 18.0 | % | 12.4 | % | 16.4 | % | ||||||||
| Income from operations |
100,865 | 56,362 | 194,975 | 122,739 | ||||||||||||
| Income from operations as a % of Net Sales |
16.5 | % | 11.8 | % | 16.3 | % | 13.1 | % | ||||||||
| Interest (expense) income, net |
(3,509 | ) | (3,793 | ) | (7,233 | ) | (7,477 | ) | ||||||||
| Other income (expense), net |
223 | (410 | ) | 109 | 50 | |||||||||||
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| Income from operations before income taxes |
97,579 | 52,159 | 187,851 | 115,312 | ||||||||||||
| Income tax expense |
(32,867 | ) | (15,825 | ) | (63,878 | ) | (38,026 | ) | ||||||||
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| Effective tax rate |
33.7 | % | 30.3 | % | 34.0 | % | 33.0 | % | ||||||||
| Net income attributable to Wabtec shareholders |
$ | 64,712 | $ | 36,334 | $ | 123,973 | $ | 77,286 | ||||||||
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| Earnings Per Common Share | ||||||||||||||||
| Basic | ||||||||||||||||
| Net income attributable to Wabtec shareholders |
$ | 1.35 | $ | 0.75 | $ | 2.58 | $ | 1.61 | ||||||||
| Diluted | ||||||||||||||||
| Net income attributable to Wabtec shareholders |
$ | 1.33 | $ | 0.75 | $ | 2.56 | $ | 1.60 | ||||||||
| Weighted average shares outstanding |
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| Basic |
47,835 | 47,950 | 47,740 | 47,805 | ||||||||||||
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| Diluted |
48,422 | 48,463 | 48,333 | 48,303 | ||||||||||||
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| Sales by Segment | ||||||||||||||||
| Freight Group |
$ | 407,706 | $ | 280,036 | $ | 804,994 | $ | 544,892 | ||||||||
| Transit Group |
202,114 | 198,863 | $ | 388,135 | $ | 389,266 | ||||||||||
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| Total |
$ | 609,820 | $ | 478,899 | $ | 1,193,129 | $ | 934,158 | ||||||||
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