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): February 19, 2013
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 February 19, 2013, Westinghouse Air Brake Technologies Corporation (the “Company”) issued a press release reporting, among other things, the Company’s 2012 fourth quarter and full year 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, and as set forth in Item 7.01 herein.
Item 7.01. Regulation FD Disclosure
On February 19, 2013, the Company issued a press release providing, among other things, earnings guidance for fiscal year 2013. 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, and as set forth in Item 2.02 herein.
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 February 19, 2013. | |
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: February 19, 2013
EXHIBIT INDEX
| Exhibits | ||
| 99.1 | Press release issued by Westinghouse Air Brake Technologies Corporation on February 19, 2013. | |
Exhibit 99.1
|
News Release |
Wabtec Reports Record Results For 2012; Issues 2013 Earnings Guidance Of About $5.85
WILMERDING, PA, February 19, 2013 – Wabtec Corporation (NYSE: WAB) today reported record results for its 2012 fourth quarter and full-year, including the following highlights:
| • | In the fourth quarter, earnings per diluted share were a record $1.34, 40 percent higher than the year-ago quarter. Sales increased to a record $610 million, driven by higher sales in the company’s Transit Group. |
| • | Income from operations in the fourth quarter was $101 million, or 16.5% of sales, compared to $73 million, or 13.6% of sales in the year-ago fourth quarter. |
| • | For the full year, Wabtec had sales of $2.4 billion and earnings per diluted share of $5.19, both records. For the full year, the company generated cash flow from operations of $237 million, or 9.9 percent of sales. |
| • | At year-end, the company had cash of $216 million and debt of $317 million. |
| • | During the fourth quarter, Wabtec repurchased 231,100 shares of its common stock for about $19 million. During 2012, the company repurchased 607,400 shares for about $47 million. |
Also today, Wabtec issued 2013 guidance for earnings per diluted share of about $5.85, with revenues expected to increase 8-10 percent for the year.
Albert J. Neupaver, Wabtec’s president and chief executive officer, said: “The company’s performance in 2012 was strong, and we are anticipating another record year in 2013. The freight rail and passenger transit markets remain compelling, as countries around the world continue to make investments to improve and expand their transportation infrastructure. With our diversified business model, balanced growth strategies and rigorous application of the Wabtec Performance System, we are confident in the company’s long-term growth prospects.”
Wabtec (www.wabtec.com) is a global provider of technology-based products and services for rail and 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.
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 | 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 TWELVE MONTHS ENDED DECEMBER 31, 2012 AND 2011
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
| Fourth Quarter 2012 |
Fourth Quarter 2011 |
For the Year Ended 2012 |
For the Year Ended 2011 |
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| Net sales |
$ | 610,400 | $ | 534,639 | $ | 2,391,122 | $ | 1,967,637 | ||||||||
| Cost of sales |
(429,920 | ) | (387,305 | ) | (1,696,555 | ) | (1,397,213 | ) | ||||||||
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| Gross profit |
180,480 | 147,334 | 694,567 | 570,424 | ||||||||||||
| Gross profit as a % of Net Sales |
29.6 | % | 27.6 | % | 29.0 | % | 29.0 | % | ||||||||
| Selling, general and administrative expenses |
(64,774 | ) | (61,099 | ) | (245,709 | ) | (247,534 | ) | ||||||||
| Engineering expenses |
(10,260 | ) | (9,279 | ) | (41,307 | ) | (37,193 | ) | ||||||||
| Amortization expense |
(4,984 | ) | (4,447 | ) | (15,272 | ) | (14,996 | ) | ||||||||
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| Total operating expenses |
(80,018 | ) | (74,825 | ) | (302,288 | ) | (299,723 | ) | ||||||||
| Operating expenses as a % of Net Sales |
13.1 | % | 14.0 | % | 12.6 | % | 15.2 | % | ||||||||
| Income from operations |
100,462 | 72,509 | 392,279 | 270,701 | ||||||||||||
| Income from operations as a % of Net Sales |
16.5 | % | 13.6 | % | 16.4 | % | 13.8 | % | ||||||||
| Interest (expense) income, net |
(3,948 | ) | (3,766 | ) | (14,251 | ) | (15,007 | ) | ||||||||
| Other income (expense), net |
614 | 1,099 | (670 | ) | (380 | ) | ||||||||||
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| Income from operations before income taxes |
97,128 | 69,842 | 377,358 | 255,314 | ||||||||||||
| Income tax expense |
(32,363 | ) | (23,579 | ) | (125,626 | ) | (85,165 | ) | ||||||||
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| Effective tax rate |
33.3 | % | 33.8 | % | 33.3 | % | 33.4 | % | ||||||||
| Net income attributable to Wabtec shareholders |
$ | 64,765 | $ | 46,263 | $ | 251,732 | $ | 170,149 | ||||||||
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| Earnings Per Common Share | ||||||||||||||||
| Basic | ||||||||||||||||
| Net income attributable to Wabtec shareholders |
$ | 1.35 | $ | 0.96 | $ | 5.24 | $ | 3.54 | ||||||||
| Diluted | ||||||||||||||||
| Net income attributable to Wabtec shareholders |
$ | 1.34 | $ | 0.96 | $ | 5.19 | $ | 3.51 | ||||||||
| Weighted average shares outstanding |
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| Basic |
47,577 | 47,690 | 47,734 | 47,820 | ||||||||||||
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| Diluted |
48,341 | 48,268 | 48,371 | 48,329 | ||||||||||||
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| Sales by Segment | ||||||||||||||||
| Freight Group |
$ | 342,258 | $ | 349,330 | $ | 1,501,911 | $ | 1,210,059 | ||||||||
| Transit Group |
268,142 | 185,309 | $ | 889,211 | $ | 757,578 | ||||||||||
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| Total |
$ | 610,400 | $ | 534,639 | $ | 2,391,122 | $ | 1,967,637 | ||||||||
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