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): April 23, 2014

 

 

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))

 

 

 

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Item 2.02. Results of Operations and Financial Condition.

On April 23, 2014, Westinghouse Air Brake Technologies Corporation (the “Company”) issued a press release reporting, among other things, the Company’s 2014 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.

Item 7.01. Regulation FD Disclosure.

On April 23, 2014, the Company issued a press release which, among other things, affirmed previously provided earnings guidance for fiscal year 2014. A copy of the press release is attached to this report as Exhibit 99.1 and the second paragraph discussing 2014 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 No.		Description
99.1		Press release dated April 23, 2014.

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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.

Date: April 23, 2014

 

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EXHIBIT INDEX

 

Exhibits
99.1		Press release issued by Westinghouse Air Brake Technologies Corporation on April 23, 2014.

Exhibit 99.1

 

		News Release

Wabtec Reports Record Quarterly Sales and Earnings; 1Q EPS of 83 Cents, Up 15 Percent

WILMERDING, PA, April 23, 2014 – Wabtec Corporation (NYSE: WAB) today reported record results for the 2014 first quarter, including the following:

 

•

First quarter sales were a record $695 million, 13 percent higher than the year-ago quarter, due mainly to growth in the Freight Group.

 

•

Income from operations was a record $122 million, or 17.5 percent of sales, compared to 16.8 percent in the year-ago quarter.

 

•

Earnings per diluted share were a record 83 cents, which was 15 percent higher than the year-ago quarter.

 

•

At March 31, 2014, the company had cash of $295 million and debt of $451 million.

Based on its first quarter results and outlook for the rest of the year, Wabtec affirmed its 2014 guidance for earnings per diluted share of about $3.45, with revenues expected to be up about 15 percent for the year. This guidance includes the company’s previously announced agreement to acquire Fandstan Electric Group, which is now expected to close in the second quarter.

Albert J. Neupaver, Wabtec’s chairman and chief executive officer, said: “We’re off to a good start in 2014. We continue to benefit from investment in freight rail and passenger transportation projects around the world, and our diverse business model provides a framework for future growth. We will remain focused on executing our strategic growth initiatives, and on rigorous application of the Wabtec Performance System to drive productivity and cost improvements.”

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.

 

 

Tim Wesley		Phone: 412.825.1543		Wabtec Corporation
		E-mail: twesley@wabtec.com		1001 Air Brake Avenue
		Website: www.wabtec.com		Wilmerding, PA 15148

 

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WABTEC CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

(UNAUDITED)

 

		First Quarter 2014				First Quarter 2013
Net sales		$	695,249			$	615,510
Cost of sales			(485,680	)			(432,622	)
Gross profit			209,569				182,888
Gross profit as a % of Net Sales			30.1	%			29.7	%
Selling, general and administrative expenses			(70,081	)			(64,300	)
Engineering expenses			(12,946	)			(11,334	)
Amortization expense			(4,696	)			(3,587	)
Total operating expenses			(87,723	)			(79,221	)
Operating expenses as a % of Net Sales			12.6	%			12.9	%
Income from operations			121,846				103,667
Income from operations as a % of Net Sales			17.5	%			16.8	%
Interest expense, net			(4,450	)			(3,614	)
Other income (expense), net			(17	)			(581	)
Income from operations before income taxes			117,379				99,472
Income tax expense			(37,245	)			(29,859	)
Effective tax rate			31.7	%			30.0	%
Net income attributable to Wabtec shareholders		$	80,134			$	69,613
Earnings Per Common Share
Basic
Net income attributable to Wabtec shareholders		$	0.84			$	0.73
Diluted
Net income attributable to Wabtec shareholders		$	0.83			$	0.72
Weighted average shares outstanding
Basic			95,529				95,025
Diluted			96,805				96,572
Sales by Segment
Freight Group		$	385,506			$	313,679
Transit Group			309,743				301,831
Total		$	695,249			$	615,510