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FreightCar America (RAIL) – Thoughts on RAIL’s Recent Shelf Registration

Industrials
0 min read


Monday, March 17, 2025

Mark Reichman, Managing Director, Equity Research Analyst, Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Shelf registration. FreightCar recently filed a universal shelf registration statement pertaining to the offer and sale from time to time of up to $200 million in aggregate of the company’s common stock, preferred stock, debt securities, new warrants, rights or units, and the resale by a selling stockholder, affiliates of PIMCO, of up to 17,038,583 shares of common stock. PIMCO has now registered the shares associated with its warrants which enables them to sell shares over time following the exercise of the warrants. The warrants are already reflected in RAIL’s fully diluted share count and in our financial model.

Cleaner financial reporting. The change in the fair market value of the warrant liability fluctuates each quarter in line with the change in RAIL’s stock price during the period. The valuation adjustment reflects accounting for the warrant holder’s investment. For the full year 2024, the company recognized a $99.5 million non-cash adjustment due to the change in the fair market value of the warrant liability. All shares underlying the warrants have been reflected as part of the weighted shares outstanding since their issuance in prior years. Eliminating the warrant liability and need to report on the change in its fair market value could narrow the difference between GAAP and adjusted earnings.


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