Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission file number: 1-13782

 


WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware   25-1615902

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

1001 Air Brake Avenue

Wilmerding, PA

  15148
(Address of principal executive offices)   (Zip Code)

 


412-825-1000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x            Accelerated filer  ¨             Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at May 8, 2007

Common Stock, $.01 par value per share

  48,696,502 shares

 



Table of Contents

WESTINGHOUSE AIR BRAKE

TECHNOLOGIES CORPORATION

March 31, 2007 FORM 10-Q

TABLE OF CONTENTS

 

          Page
  

PART I—FINANCIAL INFORMATION

  

Item 1.

   Financial Statements   
  

Condensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006

   3
  

Condensed Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006

   4
  

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006

   5
  

Notes to Condensed Consolidated Financial Statements

   6

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    25

Item 3.

   Quantitative and Qualitative Disclosures about Market Risk    33

Item 4.

   Controls and Procedures    33
  

PART II—OTHER INFORMATION

  

Item 1.

   Legal Proceedings    34

Item 1A.

   Risk Factors    34

Item 2.

   Unregistered Sale of Equity Securities and Use of Proceeds    34

Item 6.

   Exhibits    34
   Signatures    35

 

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Table of Contents

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

 

In thousands, except shares and par value

   Unaudited
March 31,
2007
    December 31,
2006
 

Assets

    

Current Assets

    

Cash and cash equivalents

   $ 206,479     $ 187,979  

Accounts receivable

     197,825       177,345  

Inventories

     156,360       145,481  

Deferred income taxes

     24,169       24,773  

Other current assets

     8,550       11,613  
                

Total current assets

     593,383       547,191  

Property, plant and equipment

     394,862       390,178  

Accumulated depreciation

     (218,746 )     (211,869 )
                

Property, plant and equipment, net

     176,116       178,309  

Other Assets

    

Goodwill

     177,598       173,251  

Other intangibles, net

     39,126       44,494  

Deferred income taxes

     22,867       16,588  

Other noncurrent assets

     13,581       13,009  
                

Total other assets

     253,172       247,342  
                

Total Assets

   $ 1,022,671     $ 972,842  
                

Liabilities and Shareholders’ Equity

    

Current Liabilities

    

Accounts payable

   $ 99,936     $ 92,624  

Accrued income taxes

     8,872       4,491  

Customer deposits

     76,615       75,537  

Accrued compensation

     20,850       26,297  

Accrued warranty

     9,559       10,305  

Other accrued liabilities

     30,097       34,537  
                

Total current liabilities

     245,929       243,791  

Long-term debt

     150,000       150,000  

Reserve for postretirement and pension benefits

     75,373       74,511  

Deferred income taxes

     15,161       15,014  

Accrued warranty

     7,544       7,094  

Other long term liabilities

     28,753       12,543  
                

Total liabilities

     522,760       502,953  

Shareholders’ Equity

    

Preferred stock, 1,000,000 shares authorized, no shares issued

     —         —    

Common stock, $.01 par value; 100,000,000 shares authorized: 66,174,767 shares issued and 48,593,128 and 48,250,776 outstanding at March 31, 2007 and December 31, 2006, respectively

     662       662  

Additional paid-in capital

     314,912       314,752  

Treasury stock, at cost, 17,581,639 and 17,923,991 shares, at March 31, 2007 and December 31, 2006, respectively

     (228,676 )     (232,823 )

Retained earnings

     441,943       419,603  

Accumulated other comprehensive loss

     (28,930 )     (32,305 )
                

Total shareholders’ equity

     499,911       469,889  
                

Total Liabilities and Shareholders’ Equity

   $ 1,022,671     $ 972,842  
                

The accompanying notes are an integral part of these statements.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

In thousands, except per share data

   Unaudited
Three Months Ended
March 31
 
   2007     2006  

Net sales

   $ 314,264     $ 262,409  

Cost of sales

     (227,698 )     (187,319 )
                

Gross profit

     86,566       75,090  

Selling, general and administrative expenses

     (34,945 )     (32,788 )

Engineering expenses

     (8,816 )     (8,115 )

Amortization expense

     (688 )     (859 )
                

Total operating expenses

     (44,449 )     (42,762 )

Income from operations

     42,117       32,328  

Other income and expenses

    

Interest expense, net

     (636 )     (1,124 )

Other (expense) income, net

     (809 )     272  
                

Income from continuing operations before income taxes

     40,672       31,476  

Income tax expense

     (15,118 )     (11,408 )
                

Income from continuing operations

     25,554       20,068  

Discontinued operations

    

Loss from discontinued operations (net of tax)

     (32 )     (22 )

Net income

   $ 25,522     $ 20,046  
                

Earnings Per Common Share

    

Basic

    

Income from continuing operations

   $ 0.53     $ 0.42  

Loss from discontinued operations

     —         —    

Net income

   $ 0.53     $ 0.42  

Diluted

    

Income from continuing operations

   $ 0.52     $ 0.41  

Loss from discontinued operations

     —         —    

Net income

   $ 0.52     $ 0.41  

Weighted average shares outstanding

    

Basic

     48,302       48,091  

Diluted

     48,895       48,741  
                

The accompanying notes are an integral part of these statements.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    

Unaudited

Three Months Ended
March 31,

 

In thousands

   2007     2006  

Operating Activities

    

Net income

   $ 25,522     $ 20,046  

Stock-based compensation expense

     2,135       4,307  

Adjustments to reconcile net income to net cash provided by operations:

    

Discontinued operations

     65       (345 )

Depreciation and amortization

     6,760       6,055  

Excess income tax benefits from exercise of stock options

     (605 )     (1,764 )

Changes in operating assets and liabilities

    

Accounts receivable

     (19,413 )     37,990  

Inventories

     (10,259 )     (17,902 )

Accounts payable

     7,536       (112 )

Accrued income taxes

     12,209       11,378  

Accrued liabilities and customer deposits

     (9,537 )     (10,381 )

Other assets and liabilities

     4,339       (4,289 )
                

Net cash provided by operating activities

     18,752       44,983  

Investing Activities

    

Purchase of property, plant and equipment and other

     (3,407 )     (3,287 )

Sale of discontinued operations

     —         2,051  
                

Net cash used for investing activities

     (3,407 )     (1,236 )

Financing Activities

    

Proceeds from the issuance of treasury stock for stock options and other benefit plans

     1,567       4,077  

Excess income tax benefits from exercise of stock options

     605       1,764  

Cash dividends ($0.01 per share for the three months ended March 31, 2007 and 2006)

     (491 )     (483 )
                

Net cash provided by financing activities

     1,681       5,358  

Effect of changes in currency exchange rates

     1,474       986  
                

Increase in cash

     18,500       50,091  

Cash, beginning of year

     187,979       141,365  
                

Cash, end of period

   $ 206,479     $ 191,456  
                

The accompanying notes are an integral part of these statements.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

1. BUSINESS

Wabtec is one of the world’s largest providers of value-added, technology-based products and services for the global rail industry. Our products are found on virtually all U.S. locomotives, freight cars and passenger transit vehicles, as well as in more than 100 countries throughout the world. Our products enhance safety, improve productivity and reduce maintenance costs for customers, and many of our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles. Wabtec is a global company with operations in 11 countries. In the first three months of 2007, about 37% of the Company’s revenues came from outside the U.S.

2. ACCOUNTING POLICIES

Basis of Presentation The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission and include the accounts of Wabtec and its majority owned subsidiaries. These condensed interim financial statements do not include all of the information and footnotes required for complete financial statements. In Management’s opinion, these financial statements reflect all adjustments of a normal, recurring nature necessary for a fair presentation of the results for the interim periods presented. Results for these interim periods are not necessarily indicative of results to be expected for the full year.

The Company operates on a four-four-five week accounting quarter, and accordingly, the quarters end on or about March 31, June 30, September 30 and December 31.

The notes included herein should be read in conjunction with the audited consolidated financial statements included in Wabtec’s Annual Report on Form 10-K for the year ended December 31, 2006. The December 31, 2006 information has been derived from the Company’s December 31, 2006 Annual Report on Form 10-K.

Revenue Recognition Revenue is recognized in accordance with Staff Accounting Bulletins (SABs) 101, “Revenue Recognition in Financial Statements” and 104 “Revision of Topic 13.” Revenue is recognized when products have been shipped to the respective customers, title has passed and the price for the product has been determined.

The Company recognizes revenues on long-term contracts based on the percentage of completion method of accounting. The units-of-delivery method or other input-based or output-based measures, as appropriate, are used to measure the progress toward completion of individual contracts. Contract revenues and cost estimates are reviewed and revised at a minimum quarterly and adjustments are reflected in the accounting period as such amounts are determined. Provisions are made currently for estimated losses on uncompleted contracts.

Certain pre-production costs relating to long-term production and supply contracts have been deferred and will be recognized over the life of the contracts. Deferred pre-production costs were $7.4 million and $6.5 million at March 31, 2007 and December 31, 2006, respectively.

Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates. On an ongoing basis,

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.

Stock-Based Compensation The Company recognizes compensation expense for stock-based compensation based on the grant date fair value ratably over the requisite service period following the date of grant.

Financial Derivatives and Hedging Activities The Company has entered into foreign currency forward contracts to reduce the impact of changes in currency exchange rates. Forward contracts are agreements with a counterparty to exchange two distinct currencies at a set exchange rate for delivery on a set date at some point in the future. There is no exchange of funds until the delivery date. At the delivery date the Company can either take delivery of the currency or settle on a net basis. At March 31, 2007, the Company had forward contracts for the sale of U.S. Dollars (USD) and the purchase of Canadian Dollars (CAD) with a notional value of $36.0 million CAD (or $32.1 million U.S.), with an average exchange rate of $0.89 USD per $1 CAD. The Company has determined that these foreign currency contracts qualify for cash flow hedge accounting which permits the recording of the fair value of the forward contract and corresponding adjustment to other comprehensive income (loss), net of tax on the balance sheet. The adjustment resulted in the recording of a current liability of $749,000 and a corresponding offset in accumulated other comprehensive loss of $476,000, net of tax.

At March 31, 2007, the Company had forward contracts for the sale of USD and the purchase of Euro with a notional value of €2.5 million Euro (or $3.5 million USD), with an average exchange rate of $1.32 USD per €1 Euro. These forward contracts are used to hedge the variability in cash flows from the payment of liabilities denominated in currencies other than the USD. The change in fair value of both the forward contracts and the related liabilities are recorded in the income statement. At March 31, 2007 the Company recorded a fair value gain in the amount of $66,000.

Foreign Currency Translation Assets and liabilities of foreign subsidiaries, except for the Company’s Mexican operations whose functional currency is the U.S. Dollar, are translated at the rate of exchange in effect on the balance sheet date while income and expenses are translated at the average rates of exchange prevailing during the year. Foreign currency gains and losses resulting from transactions, and the translation of financial statements are recorded in the Company’s consolidated financial statements based upon the provisions of SFAS No. 52, “Foreign Currency Translation.” The effects of currency exchange rate changes on intercompany transactions and balances of a long-term investment nature are accumulated and carried as a component of shareholders’ equity. The effects of currency exchange rate changes on intercompany transactions that are non U.S. dollar denominated amounts are charged or credited to earnings. Foreign exchange intercompany transaction losses recognized as other expense were $750,000 and $386,000 for the three months ended March 31, 2007 and 2006, respectively.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

Other Comprehensive Income Comprehensive income is defined as net income and all other non-owner changes in shareholders’ equity. The Company’s accumulated other comprehensive income consists of foreign currency translation adjustments, foreign currency hedges, foreign exchange contracts and pension related adjustments. Changes in the table below adjust components of accumulated other comprehensive income. Total comprehensive income was:

 

     Three months ended
March 31,
 

In thousands

   2007    2006  

Net income

   $ 25,522    $ 20,046  

Foreign currency translation adjustment

     3,026      292  

Unrealized gain (loss) on foreign exchange contracts, net of tax

     349      (268 )
               

Total comprehensive income

   $ 28,897    $ 20,070  
               

The components of accumulated other comprehensive loss were:

 

In thousands

   March 31,
2007
    December 31,
2006
 

Foreign currency translation adjustment

   $ 14,054     $ 11,028  

Unrealized gains on foreign exchange contracts, net of tax

     (476 )     (825 )

Pension and post retirement benefit plan adjustments, net of tax

     (42,508 )     (42,508 )
                

Total accumulated comprehensive loss

   $ (28,930 )   $ (32,305 )
                

Reclassifications Certain prior year amounts have been reclassified where necessary to conform to the current year presentation.

Recent Accounting Pronouncements In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements. SFAS 157 becomes effective for Wabtec on January 1, 2008. Upon adoption, the provisions of SFAS 157 are to be applied prospectively with limited exceptions. The adoption of SFAS 157 is not expected to have a material impact on the Company’s consolidated financial statements.

The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 Accounting for Uncertainty in Income Taxes (“FIN 48”) – an interpretation of FASB Statement No. 109 on January 1, 2007. The implementation of FIN 48 has resulted in a $2.7 million reduction to the beginning balance of retained earnings, reported as a change in accounting principle. At the adoption date of January 1, 2007, the liability for income taxes associated with uncertain tax positions was $13.5 million. If uncertain tax positions are recognized, $8.0 million would favorably affect the Company’s effective tax rate. The Company includes interest and penalties related to uncertain tax positions in income tax expense. As of January 1, 2007, the Company has accrued approximately $1.7 million of interest and $1.1 million of penalties related to uncertain tax positions.

As of December 31, 2006, the Company adopted the recognition and disclosure provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS 158). The Company must adopt the measurement date provisions of SFAS 158 by December 31, 2008.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting this Statement; however, the adoption is not expected to have an effect on the Company’s results of operations or financial position.

3. ACQUISITIONS AND DISCONTINUED OPERATIONS

On October 6, 2006, the Company acquired 100% of the stock of Schaefer Equipment, Inc. (Schaefer), a manufacturer of forged brake rigging components for freight cars. The purchase price was $36.7 million, net of cash received, resulting in additional goodwill of $24.2 million. Schaefer manufactures a variety of forged components for body-mounted and truck-mounted braking systems. In addition, on December 1, 2006, the Company acquired 100% of the stock of Becorit GmbH (Becorit), a manufacturer of friction products for the European transit railway industry. The purchase price was $51.3 million, net of cash received, resulting in additional goodwill of $33.2 million. Becorit manufactures a variety of brake shoes, pads and friction linings for passenger transit cars, freight cars and locomotives, and also makes friction products for industrial markets such as mining and wind power generation.

The acquisitions were accounted for as a purchase and accordingly, the purchase price was allocated to the respective assets and liabilities based upon their estimated fair values as of the acquisition date. Operating results have been included in the consolidated statement of operations from the acquisition date forward.

For the acquisitions that occurred in 2006, the following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition:

 

     Schaefer    Becorit

In thousands

   October 6,
2006
   December 1,
2006

Current assets

   $ 13,100    $ 16,200

Property, plant & equipment

     3,800      17,300

Intangible assets

     4,100      5,400

Goodwill

     24,200      33,200

Other assets

     —        1,900
             

Total assets acquired

     45,200      74,000

Current liabilities

     1,900      3,400

Other liabilities

     4,100      17,400
             

Total liabilities assumed

     6,000      20,800
             

Net assets acquired

   $ 39,200    $ 53,200
             

For Schaefer, of the allocation of $4.1 million of acquired intangible assets, exclusive of goodwill, $1.9 million was assigned to customer relationships, $1.2 million was assigned to trademarks, and $1.0 million was assigned to energy supply contracts. The trademarks have been identified as infinite lived assets while the weighted average useful lives of the customer relationships and energy supply contracts is 20 years. For Becorit, of the allocation of $5.4 million of acquired intangible assets, exclusive of goodwill, $1.5 million was assigned to

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

customer relationships, $3.2 million was assigned to the trade name, $660,000 was assigned to patents, and $67,000 was assigned to backlog. The trade name is considered to have an indefinite useful life while the average useful life is 16 years for the patents and customer relationships.

The following unaudited pro forma financial information presents income statement results as if all the acquisitions listed above had occurred January 1, 2006:

 

In thousands, except per share

   Three months ended
March 31, 2006

Net sales

   $ 277,469

Gross profit

     80,769

Net income

     22,704

Diluted earnings per share

  

As reported

   $ 0.41

Pro forma

     0.47

At March 31, 2006, the sale of a non-core product division was completed for approximately $1.4 million in cash, including a working capital adjustment of approximately $600,000 which was established with the buyer in the fourth quarter of 2006. The assets sold primarily included transit car interior products and services for customers located in Europe. This sale resulted in a loss of approximately $1.7 million including the working capital adjustment. This adjustment is subject to review through independent arbitration and a ruling is expected sometime in late 2007.

In accordance with SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets”, the operating results of businesses that have been classified as discontinued operations for all years presented and are summarized as of December 31, as follows:

 

    

Three Months Ended

March 31,

 

In thousands

       2007             2006      

Net sales

   $ —       $ 2,597  

(Loss)/income before income taxes

     (32 )     25  

Income tax expense

     —         47  

Loss from discontinued operations

   $ (32 )   $ (22 )

4. INVENTORIES

The components of inventory, net of reserves, were:

 

In thousands

   March 31,
2007
   December 31,
2006

Raw materials

   $ 56,901    $ 51,685

Work-in-process

     69,181      64,229

Finished goods

     30,278      29,567
             

Total inventory

   $ 156,360    $ 145,481
             

5. RESTRUCTURING AND IMPAIRMENT CHARGES

On July 19, 2006, the Board of Directors approved a restructuring plan to improve the profitability and efficiency of certain business units. As part of the plan, Wabtec downsized two of its Canadian plants, in Stoney

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

Creek and Wallaceburg, by moving certain products to lower-cost facilities and outsourcing. Wabtec recorded expenses of $6.8 million, pre-tax, in 2006 for restructuring and other expenses, as a result of the approval of this plan. These expenses were comprised of the following components: $1.2 million for employee severance costs associated with approximately 240 salaried and hourly employees located at our Wallaceburg and Stoney Creek locations; $2.2 million of pension and postretirement benefit curtailment for those employees; $2.9 million related to asset impairments for structures, machinery, and equipment; and $541,000 for goodwill impairment specific to the Wallaceburg facility. As of December 31, 2006, the employees associated with the restructuring program had been terminated. Severance costs are contractual liabilities and payment is dependent on the waiver by or expiration of certain seniority rights of those employees. As of March 31, 2007, $76,000 of this amount had been paid.

Additional severance, pension, and asset impairment charges of $1.1 million were recorded in the first quarter of 2007 related to our Canadian operations. As of March 31, 2007, none of these expenses have been paid.

In the fourth quarter of 2005 and 2006, the Company recorded restructuring charges of about $874,000 relating to consolidating two Australian facilities into one. The total charges consisted of severance costs of $647,000 for 14 employees and relocation, asset impairment, and other costs of $127,000. In addition, the Company recorded an additional $136,000 of severance during the first quarter of 2007. As of March 31, 2007, all but $535,000 of the restructuring costs had been paid.

6. INTANGIBLES

Goodwill still remaining on the balance sheet is $177.6 million and $173.3 million at both March 31, 2007 and December 31, 2006, respectively.

As of both March 31, 2007 and December 31, 2006, the Company’s trademarks had a net carrying amount of $24.1 million and $24.0 million, respectively, and the Company believes these intangibles have an indefinite life. Intangible assets of the Company, other than goodwill and trademarks, consist of the following:

 

In thousands

   March 31,
2007
   December 31,
2006

Patents and other, net of accumulated amortization of $28,396 and $27,901

   $ 8,576    $ 9,245

Customer relationships, net of accumulated amortization of $459 and $387

     6,497      11,239
             

Total

   $ 15,073    $ 20,484
             

The weighted average useful life of patents was 13 years and customer relationships were 20 years. Amortization expense for intangible assets was $534,000 and $669,000 for the three months ended March 31, 2007 and 2006, respectively.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

The change in the carrying amount of goodwill by segment for the three months ended March 31, 2007, is as follows:

 

In thousands

   Freight
Group
   Transit
Group
   Total

Balance at December 31, 2006

   $ 112,991    $ 60,260    $ 173,251

Adjustment to preliminary purchase allocation

     71      3,399      3,470

Foreign currency impact

     265      612      877
                    

Balance at March 31, 2007

   $ 113,327    $ 64,271    $ 177,598
                    

7. LONG-TERM DEBT

Long-term debt consisted of the following:

 

In thousands

   March 31,
2007
   December 31,
2006

6.875% Senior Notes

   $ 150,000    $ 150,000
             

Total

   $ 150,000    $ 150,000

Less—current portion

     —        —  
             

Long–term portion

   $ 150,000    $ 150,000
             

Refinancing Credit Agreement

In January 2004, the Company refinanced its existing unsecured revolving credit agreement with a consortium of commercial banks. This “Refinancing Credit Agreement” provided a $175 million five-year revolving credit facility expiring in January 2009. In November 2005, the Company entered into an amendment to the Refinancing Credit Agreement which, among other things, extended the expiration of the agreement until December 2010. The Company entered into an amendment to its Refinancing Credit Agreement in February 2007 which permits the Company to complete any acquisitions without prior approval of the bank consortium as long as certain financial parameters and ratios are met. At March 31, 2007, the Company had available bank borrowing capacity, net of $23.2 million of letters of credit, of approximately $151.8 million, subject to certain financial covenant restrictions.

Refinancing Credit Agreement borrowings bear variable interest rates indexed to the indices described below. The Company did not borrow under the Refinancing Credit Agreement during the three months ended March 31, 2007 or during the year ended December 31, 2006.

Under the Refinancing Credit Agreement, we may elect a base interest rate or an interest rate based on the London Interbank Offered Rates of Interest (“LIBOR”). The base interest rate is the greater of LaSalle Bank National Association’s prime rate or the federal funds effective rate plus 0.5% per annum. The LIBOR rate is based on LIBOR plus a margin that ranges from 62.5 to 175 basis points depending on the Company’s consolidated total indebtedness to cash flow ratios. The current margin is 62.5 basis points.

The Refinancing Credit Agreement limits the Company’s ability to declare or pay cash dividends and prohibits the Company from declaring or making other distributions, subject to certain exceptions. The Refinancing Credit Agreement contains various other covenants and restrictions including the following

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

limitations: incurrence of additional indebtedness; mergers, consolidations and sales of assets and acquisitions; additional liens; sale and leasebacks; permissible investments, loans and advances; certain debt payments; capital expenditures; and imposes a minimum interest expense coverage ratio and a maximum debt to cash flow ratio.

The Refinancing Credit Agreement contains customary events of default, including payment defaults, failure of representations or warranties to be true in any material respect, covenant defaults, defaults with respect to other indebtedness of the Company, bankruptcy, certain judgments against the Company, ERISA defaults and “change of control” of the Company. The Refinancing Credit Agreement includes the following covenants: a minimum interest coverage ratio of 3, maximum debt to cash flow ratio of 3.25 and a minimum net worth of $180 million plus 50% of consolidated net income since September 30, 2003. The Company is in compliance with these measurements and covenants.

6.875% Senior Notes Due August 2013

In August 2003, the Company issued $150 million of Senior Notes due in 2013 (“the Notes”). The Notes were issued at par. Interest on the Notes accrues at a rate of 6.875% per annum and is payable semi-annually on January 31 and July 31 of each year. The proceeds were used to repay debt outstanding under the Company’s existing credit agreement, and for general corporate purposes. The principal balance is due in full at maturity.

The Notes are senior unsecured obligations of the Company and rank pari passu with all existing and future senior debt and senior to all our existing and future subordinated indebtedness of the Company. The indenture under which the Notes were issued contains covenants and restrictions which limit among other things, the following: the incurrence of indebtedness, payment of dividends and certain distributions, sale of assets, change in control, mergers and consolidations and the incurrence of liens.

During the third quarter 2006, 502,400 shares were repurchased at an average price of $26.90 per share. During the fourth quarter 2006, 171,500 shares were repurchased at an average price of $31.13 per share. During the first quarter 2007, no additional shares were repurchased.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

8. EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans

The Company sponsors defined benefit pension plans that cover certain U.S., Canadian, German and United Kingdom employees and which provide benefits of stated amounts for each year of service of the employee.

 

     U.S.     International  
     Three months ended
March 31,
    Three months ended
March 31,
 

In thousands, except percentages

   2007     2006     2007     2006  

Net periodic benefit cost

        

Service cost

   $ 88     $ 105     $ 922     $ 963  

Interest cost

     672       656       1,626       1,315  

Expected return on plan assets

     (775 )     (738 )     (1,802 )     (1,405 )

Net amortization/deferrals

     403       380       391       530  
                                

Net periodic benefit cost

   $ 388     $ 403     $ 1,137     $ 1,403  
                                

Assumptions

        

Discount rate

     5.80 %     5.50 %     5.11 %     5.07 %

Expected long-term rate of return

     8.00 %     8.00 %     6.70 %     6.50 %

Rate of compensation increase

     3.00 %     3.00 %     3.62 %     3.69 %

The Company’s funding methods are based on governmental requirements and differ from those methods used to recognize pension expense, which is primarily based on the projected unit credit method applied in the accompanying financial statements. The Company expects to contribute $5.9 million to the U.S. plan and $7.8 million to the international plans during 2007.

Post Retirement Benefit Plans

In addition to providing pension benefits, the Company has provided certain unfunded postretirement health care and life insurance benefits for a portion of North American employees. The Company is not obligated to pay health care and life insurance benefits to individuals who had retired prior to 1990.

 

     U.S.     International  
     Three months ended
March 31,
    Three months ended
March 31,
 

In thousands, except percentages

   2007     2006     2007     2006  

Net periodic benefit cost

        

Service cost

   $ 58     $ 251     $ 57     $ 72  

Interest cost

     528       559       88       95  

Net amortization/deferrals

     (83 )     183       57       88  
                                

Net periodic benefit cost

   $ 503     $ 993     $ 202     $ 255  
                                

Assumptions

        

Discount rate

     5.80 %     5.80 %     5.25 %     5.25 %

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

9. STOCK-BASED COMPENSATION

Stock-Based Compensation The Company recognizes compensation expense for stock-based compensation based on the grant date fair value ratably over the requisite service period following the date of grant.

Stock based compensation was $2.1 million and $4.3 million for the three months ended March 31, 2007 and 2006, respectively. The accounting for the non-vested stock and the stock awards under the incentive plan was not impacted significantly by the adoption of FAS 123(R) in 2006. At March 31, 2007, unamortized compensation expense related to those stock options, non-vested shares and stock awards expected to vest totaled $16.5 million and will be recognized over a weighted average period of 1.7 years.

Stock Options: Stock options have been granted at not less than market prices on the dates of grant. Generally, the options become exercisable over a three-year vesting period and expire 10 years from the date of grant. In January and February 2007, Wabtec granted 33,000 stock options to certain individuals.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

 

    

Three months ended

March 31,

 
     2007     2006  

Dividend yield

   .1 %   .3 %

Risk-free interest rate

   4.7 %   4.3 %

Stock price volatility

   40.7     43.5  

Expected life (years)

   5.0     5.0  

The dividend yield is based on the Company’s dividend rate and the current market price of the underlying common stock at the date of grant. The risk-free interest rate is based on the U.S. Treasury bond rates for the expected life of the option. Expected volatility is based on the historical volatility of Wabtec stock. Expected life in years is determined from historical stock option exercise data.

The following table summarizes the stock option activity and related information for the period indicated:

 

     Options     Weighted
Average
Exercise
Price
  

Weighted Average

Remaining

Contractual Life

  

Aggregate
intrinsic value

(in thousands)

Beginning of year—January 1, 2007

     1,375,654     $ 13.52       $ 23,198

Granted

     33,000       30.83         121

Exercised

     (94,982 )     13.31         2,011

Canceled

     (8,001 )     27.56         55
                          

Year to date—March 31, 2007

     1,305,671     $ 13.88    5.5    $ 26,906
                          

Exercisable

     1,161,486     $ 12.88    5.3    $ 25,095
                          

Weighted average fair value of options granted during 2007

   $ 12.65          
                

Non-Vested Restricted Stock and Incentive Stock Awards: The Company adopted a non-vested stock plan in 2006. In February 2007, the Company issued 121,000 awards to certain individuals. The non-vested stock

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

generally vests over four years from the date of grant. In 2004, the Company established a stock-based incentive plan for eligible employees. The plan provides stock awards which vest upon attainment of certain three year performance targets. The Company issued 238,000 awards to certain individuals in February 2007 with 229,000 awards becoming vested during the first quarter of 2007.

The following table summarizes the non-vested stock and stock awards activity and related information for the period indicated:

 

    

Non-Vested

Restricted

Stock

  

Incentive

Stock

Awards

   

Weighted

Average FMV

Outstanding at January 1, 2007

   197,500    701,666     $ 23.63

Granted

   121,000    238,000       33.99

Vested

   —      (229,000 )     31.06

Canceled

   —      —         —  
                 

Outstanding at March 31, 2007

   318,500    710,666     $ 25.59
                 

As of March 31, 2007, stock awards issued under the incentive plan are awarded but not vested. These stock awards will vest based upon the achievement of certain financial goals for each three year periods ending December 31, 2007, 2008, and 2009, respectively. The stock awards included in the table above represent the maximum number of shares that may ultimately vest. As of March 31, 2007, based on the Company’s performance, we have estimated the most probable amount of these stock awards which will vest and have recorded compensation expense accordingly. If our estimate of the number of these stock awards expected to vest changes in a future accounting period, compensation expense could be different and will be recognized over the remaining vesting period.

10. INCOME TAXES

The overall effective income tax rate was 37.2% and 36.2% for the three months ended March 31, 2007 and 2006, respectively.

The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 Accounting for Uncertainty in Income Taxes (“FIN 48”) – an interpretation of FASB Statement No. 109 on January 1, 2007. The implementation of FIN 48 has resulted in a $2.7 million direct reduction to the beginning balance of retained earnings, reported as a change in accounting principle.

At the adoption date of January 1, 2007, the liability for income taxes associated with uncertain tax positions was $13.5 million. If uncertain tax positions are recognized, $8.0 million would favorably affect the Company’s effective tax rate. The Company includes interest and penalties related to uncertain tax positions in income tax expense. As of January 1, 2007, the Company has accrued approximately $1.7 million of interest and $1.1 million of penalties related to uncertain tax positions.

With limited exception, the Company is no longer subject to examination by various U.S. and foreign taxing authorities for years before 2002. The Internal Revenue Service (IRS) is currently auditing the tax year ended December 31, 2004. In 2007, certain taxing jurisdictions are prevented by statute from further examination of tax years prior to 2004. The Company does not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

11. EARNINGS PER SHARE

The computation of earnings per share is as follows:

 

     Three Months Ended
March 31,

In thousands, except per share

   2007    2006

Basic earnings per share

     

Income from continuing operations applicable to common shareholders

   $ 25,554    $ 20,068

Divided by

     

Weighted average shares outstanding

     48,302      48,091

Basic earnings from continuing operations per share

   $ 0.53    $ 0.42
             

Diluted earnings per share

     

Income from continuing operations applicable to common shareholders

   $ 25,554    $ 20,068

Divided by sum of the

     

Weighted average shares outstanding

     48,302      48,091

Conversion of dilutive stock options and non-vested stock

     593      650
             

Diluted shares outstanding

     48,895      48,741

Diluted earnings from continuing operations per share

   $ 0.52    $ 0.41
             

12. WARRANTIES

The following table reconciles the changes in the Company’s product warranty reserve:

 

In thousands

   Three Months Ended
March 31, 2007
 

Balance at December 31, 2006

   $ 17,399  

Warranty provision

     2,750  

Warranty claim payments

     (3,046 )
        

Balance at March 31, 2007

   $ 17,103  
        

13. COMMITMENTS AND CONTINGENCIES

Claims have been filed against the Company and certain of its affiliates in various jurisdictions across the United States by persons alleging bodily injury as a result of exposure to asbestos-containing products. Since 2000, the number of such claims has increased and the resolution of these claims may take a significant period of time. Most of these claims have been made against our wholly owned subsidiary, Railroad Friction Products Corporation (RFPC), and are based on a product sold by RFPC prior to the time that the Company acquired any interest in RFPC. On April 17, 2005, a claim against the Company by a former stockholder of RFPC contending that the Company assumed that entity’s liability for asbestos claims arising from exposure to RFPC’s product was resolved in the Company’s favor.

Most of these claims, including all of the RFPC claims, are submitted to insurance carriers for defense and indemnity or to non-affiliated companies that retain the liabilities for the asbestos-containing products at issue. We cannot, however, assure that all these claims will be fully covered by insurance or that the indemnitors will remain financially viable. Our ultimate legal and financial liability with respect to these claims, as is the case with other pending litigation, cannot be estimated.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

It is Management’s belief that the potential range of loss for asbestos-related bodily injury cases is not reasonably determinable at present for a variety of factors, including: (1) the limited asbestos case settlement history of the Company’s wholly owned subsidiary, RFPC; (2) the unpredictable nature of personal injury litigation in general; and (3) the uncertainty of asbestos litigation in particular. Despite this uncertainty, and although the results of the Company’s operations and cash flows for any given period could be adversely affected by asbestos-related lawsuits, Management believes that the final resolution of the Company’s asbestos-related cases will not be material to the Company’s overall financial position, results of operations and cash flows. In general, this belief is based upon: (1) Wabtec’s and RFPC’s limited history of settlements and dismissals of asbestos-related cases to date; (2) the inability of many plaintiffs to establish any exposure or causal relationship to RFPC’s product; and (3) the inability of many plaintiffs to demonstrate any identifiable injury or compensable loss.

More specifically, as to RFPC, Management’s belief that any losses due to asbestos-related cases would not be material is also based on the fact that RFPC owns insurance which provides coverage for asbestos-related bodily injury claims. To date, RFPC’s insurers have provided RFPC with defense and indemnity in these actions. As to Wabtec and its divisions, Management’s belief that asbestos-related cases will not have a material impact is also based on its position that it has no legal liability for asbestos-related bodily injury claims, and that the former owners of Wabtec’s assets retained asbestos liabilities for the products at issue. To date, Wabtec has been able to successfully defend itself on this basis, including two arbitration decisions and a judicial opinion, all of which confirmed Wabtec’s position that it did not assume any asbestos liabilities from the former owners of certain Wabtec assets. Although Wabtec has incurred defense and administrative costs in connection with asbestos bodily injury actions, these costs have not been material, and the Company has no information that would suggest these costs would become material in the foreseeable future.

In April 2005, Amtrak decided to suspend its Acela Express train service due to cracks in the spokes of some of the cars’ brake discs. Amtrak’s Acela service was resumed on a limited basis in July 2005, and complete service was resumed in September 2005. Wabtec did not design or supply the braking system for the Acela cars. The braking system was supplied by Knorr Brake Corporation and the brake discs were designed by Faiveley Transport. Wabtec did provide and machined approximately one-third of the brake discs for the cars and assisted Amtrak and others, including Bombardier Corporation, Alstom Transportation Inc., Knorr and Faiveley, in their evaluation and investigation of the brake disc cracks.

On July 11, 2005, Wabtec received a written notice of a potential claim for damages from Knorr and on March 2, 2006 received a notice from Knorr in which Knorr stated that Amtrak is of the view that it may have warranty claims against Wabtec, Knorr, and Faiveley. Neither Knorr notice specified any amount or range of claims against the Company, although Knorr has indicated that it expects the Company to participate in any financial settlement arising from the alleged defects and failures of the Acela brake discs. Wabtec, in turn, has forwarded Knorr’s notices to Faiveley and has notified Faiveley of potential claims by Wabtec against Faiveley.

In a presentation provided to Wabtec and Faiveley on August 22, 2006, Bombardier claimed that it has reached a settlement with Amtrak and Knorr related to the suspension of Amtrak’s Acela service. Bombardier has alleged that it has incurred damages of approximately $38 million, and has been assigned the rights to pursue additional claims by Amtrak and Knorr of approximately $17 million and $10 million, respectively. Wabtec has contacted Faiveley, asserting that Faiveley is fully responsible for any claims made by Bombardier, including the assigned claims of Amtrak and Knorr.

While Wabtec does not believe that it has any material legal liability with regard to this matter, Management has pursued a commercial resolution with Bombardier that would be mutually beneficial to both parties. As a

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

result of those discussions, the Company believes it has reached a framework for a settlement which provides for Bombardier to receive payments based on certain sales with the Company taking into account historical sales volume. If finalized, this arrangement would be in effect from 2007 to 2009, and would be subject to a maximum amount of $4.4 million in total assuming the corresponding level of sales were reached. The Company has recorded a provision of $2.5 million for this potential settlement in the first quarter of 2007 to provide for payments that would be payable based on current sales levels.

In March 2006, Management began an internal investigation related to business transactions conducted by a subsidiary, Pioneer Friction Limited (“Pioneer”), in West Bengal, India. Through an internal compliance review, Management discovered that disbursements were made which may be in violation of applicable laws and regulations. Pioneer is a fourth-tier subsidiary of Wabtec; two of the intermediate subsidiaries are Australian companies which are, in turn, owned by a U.S holding company.

While the transactions are inconsequential and not material to the overall operations of Wabtec, they may result in potential penalties. Management has concluded its investigation, and has informed Wabtec’s Audit Committee, Board of Directors, and the appropriate authorities.

The Company is subject to a number of other commitments and contingencies as described in its Annual Report on Form 10-K for the Year Ended December 31, 2006, filed on March 01, 2007. During the first three months of 2007, there were no material changes other than what is discussed above to the information described in Note 18 therein.

14. SEGMENT INFORMATION

Wabtec has two reportable segments—the Freight Group and the Transit Group. The key factors used to identify these reportable segments are the organization and alignment of the Company’s internal operations, the nature of the products and services, and customer type. The business segments are:

Freight Group manufactures products and provides services geared to the production and operation of freight cars and locomotives, including braking control equipment, on-board electronic components and train coupler equipment.

Transit Group consists of products for passenger transit vehicles and locomotives (typically subways, commuter rail and buses) that include braking, coupling, monitoring systems, climate control and door equipment engineered to meet individual customer specifications, as well as commuter rail locomotives.

The Company evaluates its business segments’ operating results based on income from operations. Corporate activities include general corporate expenses, elimination of intersegment transactions, interest income and expense and other unallocated charges. Since certain administrative and other operating expenses and other items have not been allocated to business segments, the results in the following tables are not necessarily a measure computed in accordance with generally accepted accounting principles and may not be comparable to other companies.

Beginning in the fourth quarter 2006, the Company transferred certain operations between the Freight and Transit Group to reflect a shift in the markets and customers served by those operations and to reflect the information used by the chief decision maker in evaluating the operations of the Company. In addition, beginning in the fourth quarter 2006, the Company has allocated certain corporate costs to the Freight and Transit groups to reflect the beneficial use of these costs by the specific groups. Prior period results have been adjusted for comparability purposes.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

Segment financial information for the three months ended March 31, 2007 is as follows:

 

In thousands

   Freight
Group
   Transit
Group
   Corporate
Activities and
Elimination
    Total  

Sales to external customers

   $ 184,667    $ 129,597    $ —       $ 314,264  

Intersegment sales/(elimination)

     3,704      222      (3,926 )     —    
                              

Total sales

   $ 188,371    $ 129,819    $ (3,926 )   $ 314,264  
                              

Income (loss) from operations

   $ 35,338    $ 10,615    $ (3,836 )   $ 42,117  

Interest expense and other

     —        —        (1,445 )     (1,445 )
                              

Income (loss) from continuing operations before income taxes

   $ 35,338    $ 10,615    $ (5,281 )   $ 40,672  
                              

Segment financial information for the three months ended March 31, 2006 is as follows:

 

In thousands

   Freight
Group
   Transit
Group
   Corporate
Activities and
Elimination
    Total  

Sales to external customers

   $ 180,816    $ 81,593    $ —       $ 262,409  

Intersegment sales/(elimination)

     4,240      117      (4,357 )     —    
                              

Total sales

   $ 185,056    $ 81,710    $ (4,357 )   $ 262,409  
                              

Income (loss) from operations

   $ 28,754    $ 6,953    $ (3,379 )   $ 32,328  

Interest expense and other

     —        —        (852 )     (852 )
                              

Income (loss) from continuing operations before income taxes

   $ 28,754    $ 6,953    $ (4,231 )   $ 31,476  
                              

Sales by product is as follows:

 

     Three Months Ended
March 31,

In thousands

   2007    2006

Brake Products

   $ 112,574    $ 102,281

Freight Electronics & Specialty Products

     97,166      83,477

Remanufacturing, Overhaul & Build

     71,386      43,211

Transit Products

     25,682      27,930

Other

     7,456      5,510
             

Total Sales

   $ 314,264    $ 262,409
             

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

15. GUARANTOR SUBSIDIARIES FINANCIAL INFORMATION

Effective August 2003, the Company issued $150 million of Senior Notes due in 2013 (“Notes”). The obligations under the Notes are fully and unconditionally guaranteed by all U.S. subsidiaries as guarantors. In accordance with positions established by the Securities and Exchange Commission, the following shows separate financial information with respect to the parent, the guarantor subsidiaries and the non-guarantor subsidiaries. The principal elimination entries eliminate investment in subsidiaries and certain intercompany balances and transactions.

Balance Sheet as of March 31, 2007:

 

In thousands

   Parent     Guarantors     Non-Guarantors    Elimination     Consolidated

Cash and Cash Equivalents

   $ 119,100     $ (2,971 )   $ 90,350    $ —       $ 206,479

Accounts Receivable

     642       125,185       71,998      —         197,825

Inventories

     —         94,853       61,507      —         156,360

Other Current Assets

     26,041       3,207       3,471      —         32,719
                                     

Total Current Assets

     145,783       220,274       227,326      —         593,383

Net Property, Plant and Equipment

     2,176       98,458       75,482      —         176,116

Goodwill

     7,980       100,871       68,747      —         177,598

Investment in Subsidiaries

     1,045,312       151,901       59,906      (1,257,119 )     —  

Intangibles

     1,948       27,413       9,765      —         39,126

Other Long Term Assets

     17,016       4,281       15,151      —         36,448
                                     

Total Assets

   $ 1,220,215     $ 603,198     $ 456,377    $ (1,257,119 )   $ 1,022,671
                                     

Current Liabilities

   $ (2,957 )   $ 175,873     $ 73,013    $ —       $ 245,929

Intercompany

     493,821       (524,692 )     30,871      —         —  

Long-Term Debt

     150,000       —         —        —         150,000

Other Long Term Liabilities

     79,440       16,359       31,032      —         126,831
                                     

Total Liabilities

     720,304       (332,460 )     134,916      —         522,760

Stockholders’ Equity

     499,911       935,658       321,461      (1,257,119 )     499,911
                                     

Total Liabilities and Stockholders’ Equity

   $ 1,220,215     $ 603,198     $ 456,377    $ (1,257,119 )   $ 1,022,671
                                     

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

Balance Sheet for December 31, 2006:

 

In thousands

   Parent    Guarantors     Non-Guarantors    Elimination     Consolidated

Cash

   $ 106,233    $ (231 )   $ 81,977    $ —       $ 187,979

Accounts Receivable

     541      105,927       70,877      —         177,345

Inventory

     —        85,449       60,032      —         145,481

Other Current Assets

     30,431      2,086       3,869      —         36,386
                                    

Total Current Assets

     137,205      193,231       216,755      —         547,191

Net Property, Plant and Equipment

     2,588      100,676       75,045      —         178,309

Goodwill

     7,980      100,615       64,656      —         173,251

Investment in Subsidiaries

     993,453      151,861       59,906      (1,205,220 )     —  

Intangibles

     2,146      27,760       14,588      —         44,494

Other Long Term Assets

     11,444      4,532       13,621      —         29,597
                                    

Total Assets

   $ 1,154,816    $ 578,675     $ 444,571    $ (1,205,220 )   $ 972,842
                                    

Current Liabilities

   $ 5,166    $ 166,399     $ 72,226    $ —       $ 243,791

Intercompany

     466,466      (493,650 )     27,184      —         —  

Long-Term Debt

     150,000      —         —        —         150,000

Other Long Term Liabilities

     63,295      15,575       30,292      —         109,162
                                    

Total Liabilities

     684,927      (311,676 )     129,702      —         502,953

Stockholders’ Equity

     469,889      890,351       314,869      (1,205,220 )     469,889
                                    

Total Liabilities and Stockholders’ Equity

   $ 1,154,816    $ 578,675     $ 444,571    $ (1,205,220 )   $ 972,842
                                    

Income Statement for the Three Months Ended March 31, 2007:

 

In thousands

   Parent     Guarantors     Non-Guarantors     Elimination(1)     Consolidated  

Net Sales

   $ —       $ 242,379     $ 104,550     $ (32,665 )   $ 314,264  

Cost of Sales

     1,045       (162,050 )     (89,859 )     23,166       (227,698 )
                                        

Gross Profit (Loss)

     1,045       80,329       14,691       (9,499 )     86,566  

Operating Expenses

     (11,189 )     (23,174 )     (10,086 )     —         (44,449 )
                                        

Operating (Loss) Profit

     (10,144 )     57,155       4,605       (9,499 )     42,117  

Interest (Expense) Income

     (3,920 )     2,709       575       —         (636 )

Other (Expense) Income

     (546 )     585       (848 )     —         (809 )

Equity Earnings

     48,581       1,706       —         (50,287 )     —    
                                        

Income (Loss) From Continuing Operations Before Income Tax

     33,971       62,155       4,332       (59,786 )     40,672  

Income Tax Expense

     (8,449 )     (4,050 )     (2,619 )     —         (15,118 )
                                        

Income (Loss) from Continuing Operations

     25,522       58,105       1,713       (59,786 )     25,554  

Discontinued Operations

     —         —         (32 )     —         (32 )
                                        

Net Income (Loss)

   $ 25,522     $ 58,105     $ 1,681     $ (59,786 )   $ 25,522  
                                        

 

(1) Includes elimination of gross profit realized with certain intercompany transactions between Guarantor and Non-Guarantor subsidiaries.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

Income Statement for the Three Months Ended March 31, 2006:

 

In thousands

   Parent     Guarantors     Non-Guarantors     Elimination(1)     Consolidated  

Net Sales

   $ —       $ 208,080     $ 91,414     $ (37,085 )   $ 262,409  

Cost of Sales

     737       (145,363 )     (72,863 )     30,170       (187,319 )
                                        

Gross Profit (Loss)

     737       62,717       18,551       (6,915 )     75,090  

Operating Expenses

     (13,454 )     (20,684 )     (8,624 )     —         (42,762 )
                                        

Operating (Loss) Profit

     (12,717 )     42,033       9,927       (6,915 )     32,328  

Interest (Expense) Income

     (4,542 )     2,972       446       —         (1,124 )

Other (Expense) Income

     (346 )     682       (64 )     —         272  

Equity Earnings

     41,000       1,013       —         (42,013 )     —    
                                        

Income (Loss) From Continuing Operations Before Income Tax

     23,395       46,700       10,309       (48,928 )     31,476  

Income Tax Expense

     (3,349 )     (4,110 )     (3,949 )     —         (11,408 )
                                        

Income (Loss) From Continuing Operations

     20,046       42,590       6,360       (48,928 )     20,068  

Discontinued Operations

     —         —         (22 )     —         (22 )
                                        

Net Income (Loss)

   $ 20,046     $ 42,590     $ 6,338     $ (48,928 )   $ 20,046  
                                        

 

(1) Includes elimination of gross profit realized with certain intercompany transactions between Guarantor and Non-Guarantor subsidiaries.

Condensed Statement of Cash Flows for the Three Months Ended March 31, 2007:

 

In thousands

   Parent    Guarantors     Non-Guarantors     Elimination     Consolidated  

Net Cash Provided by (Used in) Operating Activities

   $ 11,180    $ 57,109     $ 10,249     $ (59,786 )   $ 18,752  

Net Cash Provided by (Used in) Investing Activities

     6      (1,744 )     (1,669 )     —         (3,407 )

Net Cash Provided by (Used in) Financing Activities

     1,681      (58,105 )     (1,681 )     59,786       1,681  

Effect of Changes in Currency Exchange Rates

     —        —         1,474       —         1,474  
                                       

Increase (Decrease) in Cash

     12,867      (2,740 )     8,373       —         18,500  

Cash at Beginning of Period

     106,233      (231 )     81,977       —         187,979  
                                       

Cash at End of Period

   $ 119,100    $ (2,971 )   $ 90,350     $ —       $ 206,479  
                                       

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 (UNAUDITED)

 

Condensed Statement of Cash Flows for the Three Months Ended March 31, 2006:

 

In thousands

   Parent     Guarantors     Non-Guarantors     Elimination     Consolidated  

Net Cash Provided by (Used in) Operating Activities

   $ 41,536     $ 39,669     $ 12,706     $ (48,928 )   $ 44,983  

Net Cash (Used in) Provided by Investing Activities

     (111 )     (2,046 )     921       —         (1,236 )

Net Cash Provided by (Used in) Financing Activities

     5,358       (42,590 )     (6,338 )     48,928       5,358  

Effect of Changes in Currency Exchange Rates

     —         —         986       —         986  
                                        

Increase (Decrease) in Cash

     46,783       (4,967 )     8,275       —         50,091  

Cash at Beginning of Period

     87,899       (2,758 )     56,224       —         141,365  
                                        

Cash at End of Period

   $ 134,682     $ (7,725 )   $ 64,499     $ —       $ 191,456  
                                        

16. OTHER INCOME (EXPENSE)

The components of other income (expense) are as follows:

 

     Three Months Ended
March 31,
 

In thousands

     2007         2006    

Foreign currency (loss) gain

   $ (750 )   $ 386  

Other miscellaneous expense

     (59 )     (114 )
                

Total other (expense) income

   $ (809 )   $ 272  
                

 

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information in the unaudited condensed consolidated financial statements and notes thereto included herein and Westinghouse Air Brake Technologies Corporation’s Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its 2006 Annual Report on Form 10-K, filed March 1, 2007.

OVERVIEW

Wabtec is one of the world’s largest providers of value-added, technology-based products and services for the global rail industry. Our products are found on virtually all U.S. locomotives, freight cars and passenger transit vehicles, as well as in more than 100 countries throughout the world. Our products enhance safety, improve productivity and reduce maintenance costs for customers, and many of our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles. Wabtec is a global company with operations in 11 countries. In the first three months of 2007, about 37% of the Company’s revenues came from outside the U.S.

Management Review and Future Outlook

Wabtec’s long-term financial goals are to generate free cash flow in excess of net income, maintain a strong credit profile while minimizing our overall cost of capital, increase margins through strict attention to cost controls, and increase revenues through a focused growth strategy, including global and market expansion, new products and technologies, aftermarket products and services, and acquisitions. In addition, Management monitors the Company’s short-term operational performance through measures such as quality and on-time delivery.

Deliveries of new freight cars were 17,148 and 18,542 for the first three months of 2007 and 2006, respectively. Orders of new freight cars were 11,152 and 35,991 for the first three months of 2007 and 2006, respectively. This trend demonstrates a stabilization of orders and deliveries over prior years and illustrates the significant backlog of orders to be filled in future periods.

As expected, demand for new freight cars slowed in the first quarter of 2007, with orders of 11,152, deliveries of 17,148, and the backlog decreasing to 79,038. The Company has been able to offset the slowing freight car market with other growth initiatives in the freight market. Following are quarterly freight car statistics for the past three years:

 

     Orders    Deliveries    Backlog

First quarter 2005

   17,563    15,781    59,416

Second quarter 2005

   19,132    17,914    60,544

Third quarter 2005

   17,439    16,987    60,986

Fourth quarter 2005

   26,569    17,975    69,408
            
   80,703    68,657   
            

First quarter 2006

   35,991    18,542    86,857

Second quarter 2006

   18,190    19,466    85,692

Third quarter 2006

   21,466    19,008    88,116

Fourth quarter 2006

   15,819    17,927    85,826
            
   91,466    74,943   
            

First quarter 2007

   11,152    17,148    79,038

Source: Railway Supply Institute

 

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Carloadings and Intermodal Units Originated remained constant over the past three years reflecting strong rail traffic and opportunities for maintenance and aftermarket sales for the Company. Compared to a record year in 2006, carloadings decreased and intermodal units stayed about the same in the first quarter of 2007:

Carloadings Originated (in thousands):

 

     1st Quarter    2nd Quarter    3rd Quarter    4th Quarter    Total

2005

   4,403    4,366    4,309    4,135    17,213

2006

   4,338    4,453    4,345    4,244    17,380

2007

   4,126    n/a    n/a    n/a    n/a

Intermodal Units Originated (in thousands):

 

     1st Quarter    2nd Quarter    3rd Quarter    4th Quarter    Total

2005

   2,781    2,885    2,992    3,036    11,694

2006

   2,937    3,093    3,173    3,079    12,282

2007

   2,939    n/a    n/a    n/a    n/a

Source: Association of American Railroads—Weekly Rail Traffic

Deliveries of transit cars were 738 and 918 for the years ended December 31, 2006 and 2005, respectively. Deliveries of locomotives were 1,244 and 1,106 for the years ended December 31, 2006 and 2005, respectively.

In 2007, the Company expects conditions to remain generally favorable in its freight rail and passenger transit rail markets. Demand for new locomotives is expected to be slightly higher than in 2006, while demand for new freight cars is expected to be slightly lower. In the passenger transit rail market, the Company believes that increases in ridership and federal funding will continue to have a positive effect on the demand for new equipment and aftermarket parts. In addition, the Company has a strong backlog of transit-related projects, some of which are expected to generate increased revenues in 2007 and beyond.

In the future, we will continue to face many challenges, including increased costs for raw materials, higher costs for medical and insurance premiums, and foreign currency fluctuations. In addition, we face general economic risks, as well as the risk that our customers could curtail spending on new and existing equipment. Risks associated with our four-point growth strategy include the level of investment that customers are willing to make in new technologies developed by the industry and the Company, and risks inherent in global expansion. When necessary, we will modify our financial and operating strategies to reflect changes in market conditions and risks.

On July 19, 2006, the Board of Directors approved a restructuring plan to improve the profitability and efficiency of certain business units. As part of the plan, Wabtec downsized two of its Canadian plants, in Stoney Creek and Wallaceburg, by moving certain products to lower-cost facilities and outsourcing. Wabtec recorded expenses of $6.8 million, pre-tax, in 2006 for restructuring and other expenses, as a result of the approval of this plan. These expenses were comprised of the following components: $1.2 million for employee severance costs associated with approximately 240 salaried and hourly employees located at our Wallaceburg and Stoney Creek locations; $2.2 million of pension and postretirement benefit curtailment for those employees; $2.9 million related to asset impairments for structures, machinery, and equipment; and $541,000 for goodwill impairment specific to the Wallaceburg facility. As of December 31, 2006, the employees associated with the restructuring program had been terminated. Severance costs are contractual liabilities and payment is dependent on the waiver by or expiration of certain seniority rights of those employees. As of March 31, 2007, $79,000 of this amount had been paid.

 

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RESULTS OF OPERATIONS

The following table shows our Consolidated Statements of Operations for the periods indicated.

 

     Three Months Ended
March 31,
 

In millions

   2007     2006  

Net sales

   $ 314.3     $ 262.4  

Cost of sales

     (227.7 )     (187.3 )
                

Gross profit

     86.6       75.1  

Selling, general and administrative expenses

     (35.0 )     (33.8 )

Engineering expenses

     (8.8 )     (8.1 )

Amortization expense

     (0.7 )     (0.9 )
                

Total operating expenses

     (44.5 )     (42.8 )

Income from operations

     42.1       32.3  

Interest expense, net

     (0.6 )     (1.1 )

Other income (expense), net

     (0.8 )     0.3  
                

Income from continuing operations before income taxes

     40.7       31.5  

Income tax expense

     (15.2 )     (11.4 )
                

Income from continuing operations

     25.5       20.1  

Loss from discontinued operations

     —         (0.1 )
                

Net income

   $ 25.5     $ 20.0  
                

FIRST QUARTER 2007 COMPARED TO FIRST QUARTER 2006

The following table summarizes the results of operations for the period:

 

     Three months ended March 31,  

In thousands

   2007    2006    Percent
Change
 

Net sales

   $ 314,264    $ 262,409    19.8 %

Income from operations

     42,117      32,328    30.3 %

Net income

     25,522      20,046    27.3 %

Net sales increased by $51.9 million to $314.3 million from $262.4 million for the three months ended March 31, 2007 and 2006, respectively. The increase is primarily due to internal growth from increased sales from contracts to build locomotives of about $19 million, sales for refurbishing transit cars of $9.6 million, sales from radiator equipment of $8.9 million, and sales of $19.7 million from acquisitions completed in the 4th quarter of 2006. Offsetting those increases was a decrease of $10.7 million related to lower industry deliveries of freight cars, especially intermodal cars. The Company did not realize any significant net sales improvement because of price increases or foreign exchange. Net income for the three months ended March 31, 2007 was $25.5 million or $0.52 per diluted share. Net income for the three months ended March 31, 2006 was $20.0 million or $0.41 per diluted share. Net income improved primarily due to sales increases and consistent operating costs.

Net sales by Segment The following table shows the Company’s net sales by business segment:

 

    

Three months ended

March 31,

In thousands

   2007    2006

Freight Group

   $ 184,667    $ 180,816

Transit Group

     129,597      81,593
             

Net sales

   $ 314,264    $ 262,409

 

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Net sales for the first quarter of 2007 increased $51.9 million, or 19.8%, as compared to the same period of 2006. Sales increased in the Freight Group from $180.8 million to $184.7 million. This increase of $3.9 million or 2% is due to increased radiator sales of $8.9 million, and sales of $7.9 million from an acquisition completed in the fourth quarter of 2006. Offsetting these increases were decreases of $4.0 million in locomotive component, repair and refurbishment services, and decreases of $10.7 million related to lower industry deliveries of freight cars, especially intermodal cars. Transit Group sales increased from $81.6 million to $129.6 million or 59% due to increased locomotive commuter sales of $21.9 million, increased sales of $10.8 million related to refurbishment of transit cars, and sales of $11.8 million from an acquisition completed in the fourth quarter of 2006.

Gross profit Gross profit increased to $86.6 million in the first quarter of 2007 compared to $75.1 million in the same period of 2006. Gross profit is dependent on a number of factors including pricing, sales volume and product mix. In the first quarter of 2007, gross profit, as a percentage of sales, was 27.5% compared to 28.6% in 2006. This slight decrease is due to the changing mix of revenues from Freight to Transit, as Transit OEM contracts typically realize a lower gross profit. Ongoing improvements and cost savings are being realized from sourcing raw materials from lower cost suppliers, reduced labor costs, and continuing improvements in our manufacturing processes.

The provision for warranty expense was $279,000 higher for the three months of 2007 compared to the same period of 2006, which negatively impacted gross profit. There were no significant increases due to specific reserves. In general, reserves, which are established based on historical claims as a percentage of revenue, were slightly higher due to increased sales resulting in a higher reserve compared to prior period. Overall, our warranty reserve increased at March 31, 2007 compared to March 31, 2006 by $481,000.

Operating expenses The following table shows our operating expenses:

 

     Three months ended March 31,  

In thousands

   2007    2006   

Percent

Change

 

Selling, general and administrative expenses

   $ 34,945    $ 33,788    3.4 %

Engineering expenses

     8,816      8,115    8.6 %

Amortization expense

     688      859    (19.9 )%
                    

Total operating expenses

   $ 44,449    $ 42,762    3.9 %
                    

Operating expenses increased $1.7 million in the first quarter of 2007 compared to the same period of 2006. These expenses were 14.1% and 16.3% of sales for the quarters ended March 31, 2007 and 2006, respectively. During the first quarter of 2007, the Company recorded a liability of $2.5 million to reflect the tentative commercial resolution with Bombardier for the Acela claim. Other increases in operating expenses are related to acquisitions that were completed in the fourth quarter of 2006. Stock-based compensation expenses decreased from $4.2 million in the first quarter of 2006 to $2.1 million for the first quarter of 2007.

Income from operations Income from operations totaled $42.1 million (or 13.4% of sales) in the first quarter of 2007 compared with $32.3 million (or 12.3% of sales) in the same period of 2006. Income from operations improved primarily due to sales increases and consistent operating costs.

Interest expense, net Interest expense, net decreased 43.4% in the first quarter of 2007 compared to the same period of 2006 primarily due to the Company’s overall higher cash balances and rising interest rates, resulting in higher interest income.

Other income (expense), net The Company recorded foreign exchange expense of $750,000 and income of $386,000, respectively, in the first quarter of 2007 and 2006, due to the effect of currency exchange rate changes on intercompany transactions that are non U.S. dollar denominated amounts and charged or credited to earnings.

 

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Income taxes The effective income tax rate was 37.2% and 36.2% for the first quarter of 2007 and 2006, respectively. The increase in effective tax rate is primarily the result of higher tax rate jurisdictions in Europe, as well as the additional charges related to the adoption of FIN 48.

Net income Net income for the first quarter of 2007 increased $5.5 million, compared with the same period of 2006. Net income improved primarily due to sales increases and consistent operating costs.

Liquidity and Capital Resources

Liquidity is provided primarily by operating cash flow and borrowings under the Company’s unsecured credit facility with a consortium of commercial banks (“credit agreement”). The following is a summary of selected cash flow information and other relevant data:

 

    

Three months ended

March 31,

 

In thousands

   2007     2006  

Cash provided (used) by:

    

Operating activities

   $ 18,752     $ 44,983  

Investing activities

     (3,407 )     (1,236 )

Financing activities

     1,681       5,358  

Net Change in Cash

   $ 18,500     $ 50,091  

Operating activities Cash provided by operations in the first three months of 2007 was $18.7 million as compared to $45.0 million in the same period of 2006. This $26.3 million decrease was the result of increased earnings offset by certain changes in operating assets and liabilities. Net income for the Company increased $5.5 million primarily as a result of increased sales. Cash provided by accounts receivable decreased operating cash flows by $57.4 million. In 2006, the Company collected large customer receivables for certain locomotive contracts that were due from the end of 2005. Cash used for inventory improved by $7.6 million. Accounts payable and accrued liabilities provided cash of $8.5 million.

Investing activities In the first three months of 2007 and 2006, cash used in investing activities was $3.4 million and $1.2 million, respectively. In 2006, the Company sold a non-core division for $2.1 million. Capital expenditures were $2.8 million and $3.3 million in the first three months of 2007 and 2006, respectively.

Financing activities In the first three months of 2007 and 2006, cash provided by financing activities was $1.7 million and $5.4 million, respectively. The cash provided in 2007 included $2.2 million of proceeds from the exercise of stock options and other benefit plans, offset by $491,000 of dividend payments. The cash provided in 2006 included $5.8 million of proceeds from the exercise of stock options and other benefit plans, offset by $483,000 of dividend payments.

The following table shows our outstanding indebtedness at March 31, 2007 and December 31, 2006. The other term loan interest rates are variable and dependent on market conditions.

 

In thousands

  

March 31,

2007

  

December 31,

2006

6.875% Senior Notes due 2013

   $ 150,000    $ 150,000
             

Total

   $ 150,000    $ 150,000

Less-current portion

     —        —  
             

Long-term portion

   $ 150,000    $ 150,000
             

Cash balance at March 31, 2007 and December 31, 2006 was $206.5 million and $188.0 million, respectively.

 

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Refinancing Credit Agreement

In January 2004, the Company refinanced its existing unsecured revolving credit agreement with a consortium of commercial banks. This “Refinancing Credit Agreement” provided a $175 million five-year revolving credit facility expiring in January 2009. In November 2005, the Company entered into an amendment to the Refinancing Credit Agreement which, among other things, extended the expiration of the agreement until December 2010. The Company entered into an amendment to its Refinancing Credit Agreement in February 2007 which permits the Company to complete any acquisitions without prior approval of the bank consortium as long as certain financial parameters and ratios are met. At March 31, 2007, the Company had available bank borrowing capacity, net of $23.2 million of letters of credit, of approximately $151.8 million, subject to certain financial covenant restrictions.

Refinancing Credit Agreement borrowings bear variable interest rates indexed to the indices described below. The Company did not borrow under the Refinancing Credit Agreement during the three months ended March 31, 2007 or during the year ended December 31, 2006.

Under the Refinancing Credit Agreement, the Company may elect a base interest rate or an interest rate based on the London Interbank Offered Rates of Interest (“LIBOR”). The base interest rate is the greater of LaSalle Bank National Association’s prime rate or the federal funds effective rate plus 0.5% per annum. The LIBOR rate is based on LIBOR plus a margin that ranges from 62.5 to 175 basis points depending on the Company’s consolidated total indebtedness to cash flow ratios. The current margin is 62.5 basis points.

The Refinancing Credit Agreement limits the Company’s ability to declare or pay cash dividends and prohibits the Company from declaring or making other distributions, subject to certain exceptions. The Refinancing Credit Agreement contains various other covenants and restrictions including the following limitations: incurrence of additional indebtedness; mergers, consolidations and sales of assets and acquisitions; additional liens; sale and leasebacks; permissible investments, loans and advances; certain debt payments; capital expenditures; and imposes a minimum interest expense coverage ratio and a maximum debt to cash flow ratio.

The Refinancing Credit Agreement contains customary events of default, including payment defaults, failure of representations or warranties to be true in any material respect, covenant defaults, defaults with respect to other indebtedness of the Company, bankruptcy, certain judgments against the Company, ERISA defaults and “change of control” of the Company. The Refinancing Credit Agreement includes the following covenants: a minimum interest coverage ratio of three, maximum debt to cash flow ratio of 3.25 and a minimum net worth of $180 million plus 50% of consolidated net income since September 30, 2003. The Company is in compliance with these measurements and covenants.

6 7/8% Senior Notes Due August 2013

In August 2003, the Company issued $150 million of Senior Notes due in 2013 (the “Notes”). The Notes were issued at par. Interest on the notes accrues at a rate of 6.875% per annum and is payable semi-annually on January 31 and July 31 of each year. The proceeds were used to repay debt outstanding under the Company’s existing credit agreement, and for general corporate purposes.

The Company believes, based on current levels of operations and forecasted earnings, cash flow and liquidity will be sufficient to fund its working capital and capital equipment needs as well as to meet its debt service requirements. If the Company’s sources of funds were to fail to satisfy the Company’s cash requirements, the Company may need to refinance its existing debt or obtain additional financing. There is no assurance that such new financing alternatives would be available, and, in any case, such new financing, if available, would be expected to be more costly and burdensome than the debt agreements currently in place.

On July 31, 2006, the Board of Directors authorized the repurchase of up to $50 million of the Company’s outstanding shares. The Company intends to purchase these shares on the open market or in negotiated or block

 

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trades. No time limit was set for the completion of the program which qualifies under the Refinancing Credit Agreement, as well as the 6 7/8% Senior Notes currently outstanding.

During the third quarter 2006, 502,400 shares were repurchased at an average price of $26.90 per share. During the fourth quarter 2006, 171,500 shares were repurchased at an average price of $31.13 per share. During the first quarter 2007, no additional shares were repurchased.

Contractual Obligations and Off-Balance Sheet Arrangements

After the adoption of FIN 48, the Company has recognized a liability of $13.5 million for unrecognized tax benefits. At this time, the Company is unable to make a reasonably reliable estimate of the timing of cash settlement due to the uncertainty of the timing and outcome of its audits and other factors.

Since December 31, 2006, there have been no other significant changes in the total amount of the Company’s contractual obligations or the timing of cash flows in accordance with those obligations, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Forward Looking Statements

We believe that all statements other than statements of historical facts included in this report, including certain statements under “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that our assumptions and expectations are correct.

These forward-looking statements are subject to various risks, uncertainties and assumptions about us, including, among other things:

Economic and industry conditions

 

   

materially adverse changes in economic or industry conditions generally or in the markets served by us, including North America, South America, Europe, Australia and Asia;

 

   

demand for freight cars, locomotives, passenger transit cars, buses and related products and services;

 

   

reliance on major original equipment manufacturer customers;

 

   

original equipment manufacturers’ program delays;

 

   

demand for services in the freight and passenger rail industry;

 

   

demand for our products and services;

 

   

orders either being delayed, cancelled, not returning to historical levels, or reduced or any combination of the foregoing;

 

   

consolidations in the rail industry;

 

   

continued outsourcing by our customers; industry demand for faster and more efficient braking equipment; or

 

   

fluctuations in interest rates and foreign currency exchange rates;

Operating factors

 

   

supply disruptions;

 

   

technical difficulties;

 

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changes in operating conditions and costs;

 

   

increases in raw material costs;

 

   

successful introduction of new products;

 

   

performance under material long-term contracts;

 

   

labor relations;

 

   

completion and integration of acquisitions;

 

   

the development and use of new technology; or

 

   

the integration of recently completed or future acquisitions.

Competitive factors

 

   

the actions of competitors;

Political/governmental factors

 

   

political stability in relevant areas of the world;

 

   

future regulation/deregulation of our customers and/or the rail industry;

 

   

levels of governmental funding on transit projects, including for some of our customers;

 

   

political developments and laws and regulations; or

 

   

the outcome of our existing or any future legal proceedings, including litigation involving our principal customers and any litigation with respect to environmental, asbestos-related matters and pension liabilities; and

Transaction or commercial factors

 

   

the outcome of negotiations with partners, governments, suppliers, customers or others.

Statements in this 10-Q apply only as of the date on which such statements are made, and we undertake no obligation to update any statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Critical Accounting Policies

A summary of critical accounting policies is included in the Company’s Annual Report on Form 10K for the year ended December 31, 2006. In particular, judgment is used in areas such as accounts receivable and the allowance for doubtful accounts, inventories, goodwill and indefinite-lived intangibles, warranty reserves, pensions and postretirement benefits, income taxes and revenue recognition. There have been no significant changes in accounting policies since December 31, 2006 except for the adoption on January 1, 2007 of FIN 48 as it relates to the accounting for income taxes. See Note 10 to condensed consolidated financial statements included herein for the impact of adoption.

Recent Accounting Pronouncements

See Note 2 of “Notes to Condensed Consolidated Financial Statements” included elsewhere in this report.

 

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

In the ordinary course of business, Wabtec is exposed to risks that increases in interest rates may adversely affect funding costs associated with its variable-rate debt. There was no outstanding variable-rate debt at March 31, 2007.

Foreign Currency Exchange Risk

The Company has entered into foreign currency forward contracts to reduce the impact of changes in currency exchange rates. Forward contracts are agreements with a counterparty to exchange two distinct currencies at a set exchange rate for delivery on a set date at some point in the future. There is no exchange of funds until the delivery date. At the delivery date the Company can either take delivery of the currency or settle on a net basis. At March 31, 2007, the Company had forward contracts for the sale of U.S. Dollars (USD) and the purchase of Canadian Dollars (CAD) with a notional value of $36.0 million CAD (or $32.1 million U.S.), with an average exchange rate of $0.89 USD per $1 CAD. The Company has determined that these foreign currency contracts qualify for cash flow hedge accounting which permits the recording of the fair value of the forward contract and corresponding adjustment to other comprehensive income (loss), net of tax on the balance sheet. The adjustment resulted in the recording of a current liability and an increase in comprehensive income of $476,000, net of tax.

At March 31, 2007, the Company had forward contracts for the sale of USD and the purchase of Euro with a notional value of €2.5 million Euro (or $3.5 million USD), with an average exchange rate of $1.32 USD per €1 Euro. These forward contracts are used to hedge the variability in cash flows from the payment of liabilities denominated in currencies other than the USD. The change in fair value of both the forward contracts and the related liabilities are recorded in the income statement. At March 31, 2007 the Company recorded a fair value gain in the amount of $66,000.

We are also subject to certain risks associated with changes in foreign currency exchange rates to the extent our operations are conducted in currencies other than the U.S. dollar. For the first three months of 2007, approximately 63% of Wabtec’s net sales were in the United States, 12% in Canada, 2% in Mexico, 3% in Australia, 2% in Germany, 10% in the United Kingdom, and 8% in other international locations.

 

Item 4. CONTROLS AND PROCEDURES

Wabtec’s principal executive officer and its principal financial officer have evaluated the effectiveness of Wabtec’s “disclosure controls and procedures,” (as defined in Exchange Act Rule 13a-15(e)) as of March 31, 2007. Based upon their evaluation, the principal executive officer and principal financial officer concluded that Wabtec’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by Wabtec in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by Wabtec in such reports is accumulated and communicated to Wabtec’s Management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There was no change in Wabtec’s “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2007, that has materially affected, or is reasonably likely to materially affect, Wabtec’s internal control over financial reporting.

 

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PART II—OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS

Except as disclosed in Note 13 of the Company’s Notes to Condensed Consolidated Financial Statements for the Quarterly Period Ended March 31, 2007, there have been no other material changes to report regarding the Company’s commitments and contingencies as described in Note 18 of the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2006.

 

Item 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our 2006 Annual Report on Form 10-K.

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 31, 2006, the Board of Directors authorized the repurchase of up to $50 million of the Company’s outstanding shares. The Company intends to purchase these shares on the open market or in negotiated or block trades. No time limit was set for the completion of the program which qualifies under the Refinancing Credit Agreement, as well as the 6 7/8% Senior Notes currently outstanding.

During the third quarter 2006, 502,400 shares were repurchased at an average price of $26.90 per share. During the fourth quarter 2006, 171,500 shares were repurchased at an average price of $31.13 per share. During the first quarter 2007, no additional shares were repurchased.

 

Item 6. EXHIBITS

The following exhibits are being filed with this report:

 

3.1    Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended March 30, 1995.
3.2    Amended and Restated By-Laws of the Company, dated as of January 6, 2006.
10.1    Amendment No. 3 to Refinancing Credit Agreement by and among the Company, the Guarantors, various lenders, LaSalle Bank National Association, JP Morgan Chase Bank, The Bank of New York, Citizens Bank of Pennsylvania, National City Bank of Pennsylvania, The Bank of Nova Scotia, Bank of Tokyo-Mitsubishi Trust Company and PNC Bank, National Association, dated as of February 23, 2007.
31.1    Rule 13a-14(a) Certification of Chief Executive Officer.
31.2    Rule 13a-14(a) Certification of Chief Financial Officer.
32.1    Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

WESTINGHOUSE AIR BRAKE

TECHNOLOGIES CORPORATION

By:      /s/    ALVARO GARCIA-TUNON        
    

Alvaro Garcia-Tunon,

Senior Vice President,

Chief Financial Officer and Secretary

DATE:     

May 10, 2007

 

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EXHIBIT INDEX

 

Exhibit

Number

  

Description and Method of Filing

3.1    Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended March 30, 1995, filed as an exhibit to the Company’s Registration Statement on Form S-1 (No. 33-90866), and incorporated herein by reference.
3.2    Amended and Restated By-Laws of the Company, dated as of January 6, 2006, filed as an exhibit to Form 8-K filed on January 9, 2006, and incorporated herein by reference.
10.1    Amendment No. 3 to Refinancing Credit Agreement by and among the Company, the Guarantors, various lenders, LaSalle Bank National Association, JP Morgan Chase Bank, The Bank of New York, Citizens Bank of Pennsylvania, National City Bank of Pennsylvania, The Bank of Nova Scotia, Bank of Tokyo-Mitsubishi Trust Company and PNC Bank, National Association, dated as of February 23, 2007, filed herewith.
31.1    Rule 13a-14(a) Certification of Chief Executive Officer, filed herewith.
31.2    Rule 13a-14(a) Certification of Chief Financial Officer, filed herewith.
32.1    Section 1350 Certification of Chief Executive Officer and Chief Financial Officer, filed herewith.

 

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