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Share Name | Share Symbol | Market | Type |
---|---|---|---|
American Railcar Industries, Inc. (delisted) | NASDAQ:ARII | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 69.97 | 0.01 | 69.96 | 0 | 01:00:00 |
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
North Dakota
|
|
43-1481791
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification Number)
|
Large Accelerated Filer
|
¨
|
Accelerated Filer
|
ý
|
|
|
|
|
Non-Accelerated Filer
|
¨
|
Smaller Reporting Company
|
¨
|
•
|
our prospects in light of the cyclical nature of our business;
|
•
|
the health of and prospects for the overall railcar industry;
|
•
|
risks relating to our compliance with the FRA Directive, any developments related to the FRA Directive and any costs or loss of revenue related thereto;
|
•
|
risks relating to transitioning our management of our railcar leasing business from ARL and managing our lease fleet leading up to and after the ARL Sale;
|
•
|
fluctuations in commodity prices, including oil and gas;
|
•
|
the risk of being unable to market or remarket railcars for sale or lease at favorable prices or on favorable terms or at all;
|
•
|
the impact, costs and expenses of any warranty claims we may be subject to now or in the future;
|
•
|
the highly competitive nature of the manufacturing, railcar leasing and railcar services industries;
|
•
|
the variable purchase patterns of our railcar customers and the timing of completion, customer acceptance and shipment of orders, as well as the mix of railcars for lease versus direct sale;
|
•
|
risks relating to our compliance with, and the overall railcar industry's implementation of, United States and Canadian regulations related to the transportation of flammable liquids by rail;
|
•
|
our ability to manage overhead and variations in production rates;
|
•
|
our ability to recruit, retain and train qualified personnel;
|
•
|
the impact of any economic downturn, adverse market conditions or restricted credit markets;
|
•
|
our reliance upon a small number of customers that represent a large percentage of our revenues and backlog;
|
•
|
fluctuations in the costs of raw materials, including steel and railcar components, and delays in the delivery of such raw materials and components;
|
•
|
fluctuations in the supply of components and raw materials we use in railcar manufacturing;
|
•
|
the ongoing risks related to our relationship with Mr. Carl Icahn, our principal beneficial stockholder through Icahn Enterprises L.P. (IELP), and certain of his affiliates;
|
•
|
the risks associated with ongoing compliance with environmental, health, safety, and regulatory laws and regulations, which may be subject to change;
|
•
|
the impact, costs and expenses of any litigation we may be subject to now or in the future;
|
•
|
the sufficiency of our liquidity and capital resources, including long-term capital needs to support the growth of our lease fleet;
|
•
|
the impact of repurchases pursuant to our Stock Repurchase Program on our current liquidity and the ownership percentage of our principal beneficial stockholder through IELP, Mr. Carl Icahn;
|
•
|
the risks associated with our current joint ventures and anticipated capital needs of, and production capabilities at our joint ventures;
|
•
|
the conversion of our railcar backlog into revenues equal to our reported estimated backlog value;
|
•
|
the risks and impact associated with any potential joint ventures, acquisitions, strategic opportunities or new business endeavors;
|
•
|
the integration with other systems and ongoing management of our new enterprise resource planning system; and
|
•
|
the risks related to our and our subsidiaries' indebtedness and compliance with covenants contained in our and our subsidiaries' financing arrangements.
|
|
|
PAGE
|
PART I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
PART IV
|
|
|
Item 15.
|
||
Item 16.
|
||
|
|
|
SIGNATURES
|
|
2016
|
|
2015
|
||||
Railcar backlog at January 1
|
7,081
|
|
|
11,732
|
|
||
New railcars shipped
|
(4,836
|
)
|
|
(8,903
|
)
|
||
New railcar orders
|
1,568
|
|
|
4,252
|
|
||
Railcar backlog at December 31
|
3,813
|
|
|
7,081
|
|
||
Estimated railcar backlog value at end of period (in thousands)
(1)
|
$
|
350,501
|
|
|
$
|
694,878
|
|
(1)
|
Estimated backlog value reflects the total revenues expected to be attributable to the backlog reported at the end of the particular period as if such backlog were converted to actual revenues. Estimated backlog value reflects known price adjustments for material cost changes but does not reflect a projection of any future material price adjustments that are generally provided for in our customer contracts.
|
•
|
applicable warranties included in sale and leasing arrangements;
|
•
|
implementing changes to our manufacturing personnel or processes; and
|
•
|
claims, litigation, settlements and/or regulatory proceedings.
|
•
|
increase our vulnerability to general economic and industry conditions;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments of our indebtedness, which would reduce the availability of our cash flow to fund working capital, capital expenditures, expansion efforts and other general corporate purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including by restricting our ability to manage our own lease fleet in connection with the ARL Sale;
|
•
|
place us at a competitive disadvantage compared to our competitors that have less debt; and
|
•
|
limit, among other things, our ability to borrow additional funds for working capital, capital expenditures, general corporate purposes or acquisitions.
|
•
|
cease selling or using any of our products that incorporate the asserted intellectual property, which would adversely affect our revenues;
|
•
|
pay substantial damages for past use of the asserted intellectual property;
|
•
|
obtain a license from the holder of the asserted intellectual property, which license may not be available on reasonable terms, if at all; and
|
•
|
redesign or rename, in the case of trademark claims, our products to avoid infringing the intellectual property rights of third parties, which may be costly and time-consuming, if possible at all.
|
|
Prices
|
||||||
|
High
|
|
Low
|
||||
Year Ended December 31, 2016
|
|
|
|
||||
Quarter ended March 31, 2016
|
$
|
44.13
|
|
|
$
|
35.79
|
|
Quarter ended June 30, 2016
|
43.73
|
|
|
35.94
|
|
||
Quarter ended September 30, 2016
|
42.90
|
|
|
37.85
|
|
||
Quarter ended December 31, 2016
|
47.38
|
|
|
35.52
|
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2015
|
|
|
|
||||
Quarter ended March 31, 2015
|
$
|
57.86
|
|
|
$
|
47.77
|
|
Quarter ended June 30, 2015
|
59.52
|
|
|
48.18
|
|
||
Quarter ended September 30, 2015
|
48.49
|
|
|
33.56
|
|
||
Quarter ended December 31, 2015
|
57.72
|
|
|
34.05
|
|
Period
|
|
Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (1)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
|
||||||
October 1, 2016 through October 31, 2016
|
|
125,939
|
|
|
$
|
37.33
|
|
|
125,939
|
|
|
$
|
170,478,953
|
|
November 1, 2016 through November 30, 2016
|
|
177,154
|
|
|
$
|
36.71
|
|
|
177,154
|
|
|
$
|
163,975,779
|
|
December 1, 2016 through December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
163,975,779
|
|
Total
|
|
303,093
|
|
|
|
|
303,093
|
|
|
|
(1)
|
On July 28, 2015, the Company's board of directors authorized the Stock Repurchase Program pursuant to which the Company may, from time to time, repurchase up to $250.0 million of its common stock. The Stock Repurchase Program will end upon the earlier of the date on which it is terminated by the Board or when all authorized repurchases are completed.
|
|
Years ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
1
|
|
2014
1
|
|
2013
1
|
|
2012
1
|
||||||||||
|
|
|
As Adjusted
|
||||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated statement of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Manufacturing
2
|
$
|
429,774
|
|
|
$
|
700,061
|
|
|
$
|
600,326
|
|
|
$
|
646,100
|
|
|
$
|
633,547
|
|
Railcar leasing
|
132,245
|
|
|
116,714
|
|
|
65,108
|
|
|
31,871
|
|
|
13,444
|
|
|||||
Railcar services
3
|
77,114
|
|
|
72,561
|
|
|
67,572
|
|
|
72,621
|
|
|
64,732
|
|
|||||
Total revenues
|
639,133
|
|
|
889,336
|
|
|
733,006
|
|
|
750,592
|
|
|
711,723
|
|
|||||
Cost of revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Manufacturing
|
(360,755
|
)
|
|
(539,136
|
)
|
|
(455,547
|
)
|
|
(503,178
|
)
|
|
(506,083
|
)
|
|||||
Other operating loss
|
(12,288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Railcar leasing
|
(41,732
|
)
|
|
(36,161
|
)
|
|
(23,733
|
)
|
|
(13,394
|
)
|
|
(5,906
|
)
|
|||||
Railcar services
|
(62,178
|
)
|
|
(56,492
|
)
|
|
(54,386
|
)
|
|
(55,408
|
)
|
|
(51,383
|
)
|
|||||
Total cost of revenues
|
(476,953
|
)
|
|
(631,789
|
)
|
|
(533,666
|
)
|
|
(571,980
|
)
|
|
(563,372
|
)
|
|||||
Gross profit
|
162,180
|
|
|
257,547
|
|
|
199,340
|
|
|
178,612
|
|
|
148,351
|
|
|||||
Selling, general and administrative
|
(32,343
|
)
|
|
(30,866
|
)
|
|
(29,420
|
)
|
|
(27,705
|
)
|
|
(26,931
|
)
|
|||||
Net gains on disposition of leased railcars
|
272
|
|
|
25
|
|
|
138
|
|
|
—
|
|
|
—
|
|
|||||
Earnings from operations
|
130,109
|
|
|
226,706
|
|
|
170,058
|
|
|
150,907
|
|
|
121,420
|
|
|||||
Interest income
4
|
1,785
|
|
|
2,164
|
|
|
2,517
|
|
|
2,716
|
|
|
3,003
|
|
|||||
Interest expense
|
(22,803
|
)
|
|
(21,801
|
)
|
|
(7,622
|
)
|
|
(7,337
|
)
|
|
(17,765
|
)
|
|||||
Loss on debt extinguishment
|
—
|
|
|
(2,126
|
)
|
|
(1,896
|
)
|
|
(392
|
)
|
|
(2,267
|
)
|
|||||
Other income (loss)
|
185
|
|
|
(11
|
)
|
|
(20
|
)
|
|
2,037
|
|
|
1,905
|
|
|||||
Earnings (loss) from joint ventures
|
4,924
|
|
|
5,812
|
|
|
1,570
|
|
|
(8,595
|
)
|
|
(451
|
)
|
|||||
Earnings before income taxes
|
114,200
|
|
|
210,744
|
|
|
164,607
|
|
|
139,336
|
|
|
105,845
|
|
|||||
Income tax expense
|
(41,537
|
)
|
|
(77,291
|
)
|
|
(65,074
|
)
|
|
(52,440
|
)
|
|
(42,022
|
)
|
|||||
Net earnings
|
$
|
72,663
|
|
|
$
|
133,453
|
|
|
$
|
99,533
|
|
|
$
|
86,896
|
|
|
$
|
63,823
|
|
Net earnings per common share—basic & diluted
|
$
|
3.74
|
|
|
$
|
6.39
|
|
|
$
|
4.66
|
|
|
$
|
4.07
|
|
|
$
|
2.99
|
|
Weighted average common shares outstanding—basic & diluted
|
19,439
|
|
|
20,883
|
|
|
21,352
|
|
|
21,352
|
|
|
21,352
|
|
|||||
Dividends declared per common share
|
$
|
1.60
|
|
|
$
|
1.60
|
|
|
$
|
1.60
|
|
|
$
|
1.00
|
|
|
$
|
0.25
|
|
Consolidated balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
178,571
|
|
|
$
|
298,064
|
|
|
$
|
88,109
|
|
|
$
|
97,252
|
|
|
$
|
205,045
|
|
Net working capital
|
239,558
|
|
|
273,337
|
|
|
106,688
|
|
|
148,122
|
|
|
273,953
|
|
|||||
Property, plant and equipment, net
|
177,051
|
|
|
176,311
|
|
|
160,787
|
|
|
159,375
|
|
|
155,893
|
|
|||||
Railcars on leases, net
|
908,010
|
|
|
848,717
|
|
|
663,315
|
|
|
372,551
|
|
|
220,282
|
|
|||||
Total assets
|
1,456,250
|
|
|
1,525,074
|
|
|
1,190,261
|
|
|
823,583
|
|
|
807,384
|
|
|||||
Total liabilities
|
905,980
|
|
|
988,777
|
|
|
694,845
|
|
|
389,681
|
|
|
437,919
|
|
|||||
Total stockholders' equity
|
550,270
|
|
|
536,297
|
|
|
495,416
|
|
|
433,902
|
|
|
369,465
|
|
|||||
Consolidated cash flow data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
180,503
|
|
|
$
|
264,503
|
|
|
$
|
136,799
|
|
|
$
|
164,766
|
|
|
$
|
121,378
|
|
Net cash used in investing activities
|
(114,738
|
)
|
|
(240,638
|
)
|
|
(323,200
|
)
|
|
(166,376
|
)
|
|
(214,397
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(185,206
|
)
|
|
186,399
|
|
|
177,479
|
|
|
(106,045
|
)
|
|
(9,130
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
(52
|
)
|
|
(309
|
)
|
|
(221
|
)
|
|
(138
|
)
|
|
22
|
|
(1)
|
Financial data for 2012-2015 has been adjusted to reflect our change in accounting for debt issuance costs with the adoption of ASU 2015-03. See Note 3 of our consolidated financial statements.
|
(2)
|
Includes revenues from affiliates of
$0.8 million
, $269.6 million, $245.9 million, $250.5 million and $103.7 million in
2016
,
2015
,
2014
,
2013
and
2012
, respectively.
|
(3)
|
Includes revenues from affiliates of
$26.8 million
, $24.9 million, $19.3 million, $17.2 million and $21.4 million in
2016
,
2015
,
2014
,
2013
and
2012
, respectively.
|
(4)
|
Includes income from related parties of
$1.7 million
, $2.1 million, $2.4 million, $2.7 million and $2.9 million in
2016
,
2015
,
2014
,
2013
and
2012
, respectively.
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
|||||||||||
|
(in thousands)
|
|
(in %'s)
|
|||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Manufacturing
|
$
|
429,774
|
|
|
$
|
700,061
|
|
|
$
|
600,326
|
|
|
$
|
(270,287
|
)
|
|
$
|
99,735
|
|
|
(38.6
|
)
|
|
16.6
|
Railcar leasing
|
132,245
|
|
|
116,714
|
|
|
65,108
|
|
|
15,531
|
|
|
51,606
|
|
|
13.3
|
|
|
79.3
|
|||||
Railcar services
|
77,114
|
|
|
72,561
|
|
|
67,572
|
|
|
4,553
|
|
|
4,989
|
|
|
6.3
|
|
|
7.4
|
|||||
Total revenues
|
639,133
|
|
|
889,336
|
|
|
733,006
|
|
|
(250,203
|
)
|
|
156,330
|
|
|
(28.1
|
)
|
|
21.3
|
|||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Manufacturing
|
(360,755
|
)
|
|
(539,136
|
)
|
|
(455,547
|
)
|
|
178,381
|
|
|
(83,589
|
)
|
|
(33.1
|
)
|
|
18.3
|
|||||
Other operating loss
|
(12,288
|
)
|
|
—
|
|
|
—
|
|
|
(12,288
|
)
|
|
—
|
|
|
*
|
|
|
*
|
|||||
Railcar leasing
|
(41,732
|
)
|
|
(36,161
|
)
|
|
(23,733
|
)
|
|
(5,571
|
)
|
|
(12,428
|
)
|
|
15.4
|
|
|
52.4
|
|||||
Railcar services
|
(62,178
|
)
|
|
(56,492
|
)
|
|
(54,386
|
)
|
|
(5,686
|
)
|
|
(2,106
|
)
|
|
10.1
|
|
|
3.9
|
|||||
Total cost of revenues
|
(476,953
|
)
|
|
(631,789
|
)
|
|
(533,666
|
)
|
|
154,836
|
|
|
(98,123
|
)
|
|
(24.5
|
)
|
|
18.4
|
|||||
Selling, general and administrative
|
(32,343
|
)
|
|
(30,866
|
)
|
|
(29,420
|
)
|
|
(1,477
|
)
|
|
(1,446
|
)
|
|
4.8
|
|
|
4.9
|
|||||
Net gains on disposition of leased railcars
|
272
|
|
|
25
|
|
|
138
|
|
|
247
|
|
|
(113
|
)
|
|
*
|
|
|
*
|
|||||
Earnings from operations
|
130,109
|
|
|
226,706
|
|
|
170,058
|
|
|
(96,597
|
)
|
|
56,648
|
|
|
(42.6
|
)
|
|
33.3
|
*-
|
Not meaningful
|
|
|
|
|
|
|
|
$ Increase (Decrease)
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Ohio Castings
|
$
|
(299
|
)
|
|
$
|
582
|
|
|
$
|
1,815
|
|
|
$
|
(881
|
)
|
|
$
|
(1,233
|
)
|
Axis
|
5,223
|
|
|
5,230
|
|
|
(245
|
)
|
|
$
|
(7
|
)
|
|
$
|
5,475
|
|
|||
Total Earnings from Joint Ventures
|
$
|
4,924
|
|
|
$
|
5,812
|
|
|
$
|
1,570
|
|
|
$
|
(888
|
)
|
|
$
|
4,242
|
|
|
Revenues
|
|||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
$ Change
|
|
% Change
|
|||||||||
|
(in thousands)
|
|
|
|||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|||||||||
Manufacturing
|
$
|
429,774
|
|
|
$
|
95,159
|
|
|
$
|
524,933
|
|
|
$
|
(494,527
|
)
|
|
(48.5
|
)
|
Railcar leasing
|
132,245
|
|
|
—
|
|
|
132,245
|
|
|
15,531
|
|
|
13.3
|
|
||||
Railcar services
|
77,114
|
|
|
1,807
|
|
|
78,921
|
|
|
4,424
|
|
|
5.9
|
|
||||
Eliminations
|
|
|
|
(96,966
|
)
|
|
(96,966
|
)
|
|
224,369
|
|
|
(69.8
|
)
|
||||
Total Consolidated
|
$
|
639,133
|
|
|
$
|
—
|
|
|
$
|
639,133
|
|
|
$
|
(250,203
|
)
|
|
(28.1
|
)
|
2015
|
|
|
|
|
|
|
|
|
|
|||||||||
Manufacturing
|
$
|
700,061
|
|
|
$
|
319,399
|
|
|
$
|
1,019,460
|
|
|
$
|
(161
|
)
|
|
—
|
|
Railcar leasing
|
116,714
|
|
|
—
|
|
|
116,714
|
|
|
51,606
|
|
|
79.3
|
|
||||
Railcar services
|
72,561
|
|
|
1,936
|
|
|
74,497
|
|
|
6,655
|
|
|
9.8
|
|
||||
Eliminations
|
—
|
|
|
(321,335
|
)
|
|
(321,335
|
)
|
|
98,230
|
|
|
(23.4
|
)
|
||||
Total Consolidated
|
$
|
889,336
|
|
|
$
|
—
|
|
|
$
|
889,336
|
|
|
$
|
156,330
|
|
|
21.3
|
|
2014
|
|
|
|
|
|
|
|
|
|
|||||||||
Manufacturing
|
$
|
600,326
|
|
|
$
|
419,295
|
|
|
$
|
1,019,621
|
|
|
|
|
|
|||
Railcar leasing
|
65,108
|
|
|
—
|
|
|
65,108
|
|
|
|
|
|
||||||
Railcar services
|
67,572
|
|
|
270
|
|
|
67,842
|
|
|
|
|
|
||||||
Eliminations
|
—
|
|
|
(419,565
|
)
|
|
(419,565
|
)
|
|
|
|
|
||||||
Total Consolidated
|
$
|
733,006
|
|
|
$
|
—
|
|
|
$
|
733,006
|
|
|
|
|
|
|
Earnings (Loss) from Operations
|
|
|
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||||||
|
(in thousands)
|
(in %'s)
|
||||||||||||||||||||||
Manufacturing
|
$
|
56,736
|
|
|
$
|
240,891
|
|
|
$
|
262,937
|
|
|
$
|
(184,155
|
)
|
|
$
|
(22,046
|
)
|
(76.4
|
)
|
|
(8.4
|
)
|
Railcar leasing
|
79,084
|
|
|
70,344
|
|
|
36,090
|
|
|
8,740
|
|
|
34,254
|
|
12.4
|
|
|
94.9
|
|
|||||
Railcar services
|
11,421
|
|
|
13,898
|
|
|
10,366
|
|
|
(2,477
|
)
|
|
3,532
|
|
(17.8
|
)
|
|
34.1
|
|
|||||
Corporate
|
(18,249
|
)
|
|
(18,779
|
)
|
|
(18,339
|
)
|
|
530
|
|
|
(440
|
)
|
(2.8
|
)
|
|
2.4
|
|
|||||
Eliminations
|
1,117
|
|
|
(79,648
|
)
|
|
(120,996
|
)
|
|
80,765
|
|
|
41,348
|
|
(101.4
|
)
|
|
(34.2
|
)
|
|||||
Total Consolidated
|
$
|
130,109
|
|
|
$
|
226,706
|
|
|
$
|
170,058
|
|
|
$
|
(96,597
|
)
|
|
$
|
56,648
|
|
(42.6
|
)
|
|
33.3
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Manufacturing
|
10.8
|
%
|
|
23.6
|
%
|
|
25.8
|
%
|
Railcar leasing
|
59.8
|
%
|
|
60.3
|
%
|
|
55.4
|
%
|
Railcar services
|
14.5
|
%
|
|
18.7
|
%
|
|
15.3
|
%
|
Total Consolidated
|
20.4
|
%
|
|
25.5
|
%
|
|
23.2
|
%
|
|
Year Ended
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
180,503
|
|
|
264,503
|
|
|
136,799
|
|
|||
Investing activities
|
(114,738
|
)
|
|
(240,638
|
)
|
|
(323,200
|
)
|
|||
Financing activities
|
(185,206
|
)
|
|
186,399
|
|
|
177,479
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(52
|
)
|
|
(309
|
)
|
|
(221
|
)
|
|||
(Decrease) Increase in cash and cash equivalents
|
$
|
(119,493
|
)
|
|
$
|
209,955
|
|
|
$
|
(9,143
|
)
|
|
Payments due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
1 year or
less
|
|
1-3 years
|
|
3-5 years
|
|
After 5
years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating Lease Obligations
1
|
$
|
7,067
|
|
|
$
|
1,278
|
|
|
$
|
2,266
|
|
|
$
|
2,220
|
|
|
$
|
1,303
|
|
Notes
|
576,013
|
|
|
25,588
|
|
|
51,097
|
|
|
52,712
|
|
|
446,616
|
|
|||||
Interest Payments on Notes
2
|
451,770
|
|
|
20,873
|
|
|
39,460
|
|
|
36,370
|
|
|
355,067
|
|
|||||
Pension Funding
3
|
4,963
|
|
|
179
|
|
|
1,496
|
|
|
2,040
|
|
|
1,248
|
|
|||||
Capital Project Related
4
|
1,803
|
|
|
1,803
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,041,616
|
|
|
$
|
49,721
|
|
|
$
|
94,319
|
|
|
$
|
93,342
|
|
|
$
|
804,234
|
|
(1)
|
The operating lease commitment includes the future minimum rental payments required under non-cancelable operating leases for property and equipment leased by us.
|
(2)
|
The weighted average interest rate on the Notes is
3.6%
and is payable monthly.
|
(3)
|
Our pension funding commitments include minimum funding contributions required by law for our two funded pension plans as well as expected benefit payments for our one unfunded pension plan.
|
(4)
|
Represents the costs for materials and for services provided by third parties related to various capital projects.
|
Change in Assumption
|
Effect on 2017 Pre-Tax
Pension Expense
|
|
Effect on December 31,
2016 Projected Benefit Obligation
|
||||
|
(in thousands)
|
||||||
1% decrease in discount rate
|
$
|
213
|
|
|
$
|
3,027
|
|
1% increase in discount rate
|
$
|
(257
|
)
|
|
$
|
(2,805
|
)
|
1% decrease in expected return on assets
|
$
|
161
|
|
|
N/A
|
|
|
1% increase in expected return on assets
|
$
|
(161
|
)
|
|
N/A
|
|
|
Page
|
Audited Consolidated Financial Statements of American Railcar Industries, Inc.
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
178,571
|
|
|
$
|
298,064
|
|
Restricted cash
|
16,714
|
|
|
16,917
|
|
||
Short-term investments—available for sale securities
|
8,958
|
|
|
—
|
|
||
Accounts receivable, net
|
39,727
|
|
|
29,018
|
|
||
Accounts receivable, due from related parties
|
4,790
|
|
|
9,401
|
|
||
Inventories, net
|
75,028
|
|
|
96,965
|
|
||
Prepaid expenses and other current assets
|
8,623
|
|
|
7,116
|
|
||
Total current assets
|
332,411
|
|
|
457,481
|
|
||
Property, plant and equipment, net
|
177,051
|
|
|
176,311
|
|
||
Railcars on leases, net
|
908,010
|
|
|
848,717
|
|
||
Goodwill
|
7,169
|
|
|
7,169
|
|
||
Investment in and loans to joint ventures
|
26,332
|
|
|
27,397
|
|
||
Other assets
|
5,277
|
|
|
7,999
|
|
||
Total assets
|
$
|
1,456,250
|
|
|
$
|
1,525,074
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
29,314
|
|
|
$
|
36,080
|
|
Accounts payable, due to related parties
|
3,252
|
|
|
4,477
|
|
||
Accrued expenses, including loss contingency of $10,127 and $0 at December 31, 2016 and 2015, respectively
|
15,411
|
|
|
5,880
|
|
||
Accrued income taxes payable
|
7,660
|
|
|
464
|
|
||
Accrued compensation
|
11,628
|
|
|
11,459
|
|
||
Short-term debt, including current portion of long-term debt
|
25,588
|
|
|
125,784
|
|
||
Total current liabilities
|
92,853
|
|
|
184,144
|
|
||
Long-term debt, net of unamortized debt issuance costs of $4,863 and $5,081 as of December 31, 2016 and 2015, respectively
|
545,392
|
|
|
570,756
|
|
||
Deferred tax liability, net
|
252,943
|
|
|
222,338
|
|
||
Pension and post-retirement liabilities
|
8,648
|
|
|
8,484
|
|
||
Other liabilities, including loss contingency of $2,161 and $0 at December 31, 2016 and 2015, respectively
|
6,144
|
|
|
3,055
|
|
||
Total liabilities
|
905,980
|
|
|
988,777
|
|
||
Stockholders' equity:
|
|
|
|
||||
Common stock, $0.01 par value, 50,000,000 shares authorized, 19,083,878 and 19,844,531 shares outstanding at December 31, 2016 and 2015, respectively
|
213
|
|
|
213
|
|
||
Additional paid-in capital
|
239,609
|
|
|
239,609
|
|
||
Retained earnings
|
402,810
|
|
|
361,153
|
|
||
Accumulated other comprehensive loss
|
(6,331
|
)
|
|
(7,255
|
)
|
||
Treasury stock
|
(86,031
|
)
|
|
(57,423
|
)
|
||
Total stockholders’ equity
|
550,270
|
|
|
536,297
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,456,250
|
|
|
$
|
1,525,074
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Manufacturing (including revenues from affiliates of $837, $269,563 and $245,891 in 2016, 2015 and 2014, respectively)
|
$
|
429,774
|
|
|
$
|
700,061
|
|
|
$
|
600,326
|
|
Railcar leasing
|
132,245
|
|
|
116,714
|
|
|
65,108
|
|
|||
Railcar services (including revenues from affiliates of $26,781, $24,880 and $19,304 in 2016, 2015 and 2014, respectively)
|
77,114
|
|
|
72,561
|
|
|
67,572
|
|
|||
Total revenues
|
639,133
|
|
|
889,336
|
|
|
733,006
|
|
|||
Cost of revenues:
|
|
|
|
|
|
||||||
Manufacturing
|
(360,755
|
)
|
|
(539,136
|
)
|
|
(455,547
|
)
|
|||
Other operating loss (refer to Note 14, Commitments and Contingencies)
|
(12,288
|
)
|
|
—
|
|
|
—
|
|
|||
Railcar leasing
|
(41,732
|
)
|
|
(36,161
|
)
|
|
(23,733
|
)
|
|||
Railcar services
|
(62,178
|
)
|
|
(56,492
|
)
|
|
(54,386
|
)
|
|||
Total cost of revenues
|
(476,953
|
)
|
|
(631,789
|
)
|
|
(533,666
|
)
|
|||
Gross profit
|
162,180
|
|
|
257,547
|
|
|
199,340
|
|
|||
Selling, general and administrative
|
(32,343
|
)
|
|
(30,866
|
)
|
|
(29,420
|
)
|
|||
Net gains on disposition of leased railcars
|
272
|
|
|
25
|
|
|
138
|
|
|||
Earnings from operations
|
130,109
|
|
|
226,706
|
|
|
170,058
|
|
|||
Interest income (including income from related parties of $1,663, $2,105 and $2,429 in 2016, 2015 and 2014, respectively)
|
1,785
|
|
|
2,164
|
|
|
2,517
|
|
|||
Interest expense
|
(22,803
|
)
|
|
(21,801
|
)
|
|
(7,622
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
|
(2,126
|
)
|
|
(1,896
|
)
|
|||
Other income (loss)
|
185
|
|
|
(11
|
)
|
|
(20
|
)
|
|||
Earnings from joint ventures
|
4,924
|
|
|
5,812
|
|
|
1,570
|
|
|||
Earnings before income taxes
|
114,200
|
|
|
210,744
|
|
|
164,607
|
|
|||
Income tax expense
|
(41,537
|
)
|
|
(77,291
|
)
|
|
(65,074
|
)
|
|||
Net earnings
|
$
|
72,663
|
|
|
$
|
133,453
|
|
|
$
|
99,533
|
|
Net earnings per common share—basic and diluted
|
$
|
3.74
|
|
|
$
|
6.39
|
|
|
$
|
4.66
|
|
Weighted average common shares outstanding—basic and diluted
|
19,439
|
|
|
20,883
|
|
|
21,352
|
|
|||
Cash dividends declared per common share
|
$
|
1.60
|
|
|
$
|
1.60
|
|
|
$
|
1.60
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings
|
$
|
72,663
|
|
|
$
|
133,453
|
|
|
$
|
99,533
|
|
Currency translation
|
215
|
|
|
(1,955
|
)
|
|
(1,035
|
)
|
|||
Postretirement plans
(1)
|
294
|
|
|
49
|
|
|
(2,820
|
)
|
|||
Short-term investments
(2)
|
415
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
$
|
73,587
|
|
|
$
|
131,547
|
|
|
$
|
95,678
|
|
(1)
|
Net of tax effect of
$0.3 million
, less than
$0.1 million
and
$1.8 million
for
2016
,
2015
and
2013
, respectively.
|
(2)
|
Net of tax effect of
$0.2 million
for 2016.
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
72,663
|
|
|
$
|
133,453
|
|
|
$
|
99,533
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
52,216
|
|
|
45,729
|
|
|
34,212
|
|
|||
Amortization of deferred costs
|
506
|
|
|
393
|
|
|
549
|
|
|||
(Gain) loss on disposal of property, plant, equipment and leased railcars
|
(63
|
)
|
|
154
|
|
|
(71
|
)
|
|||
Earnings from joint ventures
|
(4,924
|
)
|
|
(5,812
|
)
|
|
(1,570
|
)
|
|||
Provision for deferred income taxes
|
30,139
|
|
|
61,644
|
|
|
72,369
|
|
|||
Item related to investing activities:
|
|
|
|
|
|
||||||
Dividends received from short-term investments
|
(107
|
)
|
|
—
|
|
|
—
|
|
|||
Realized gains on short-term investments—available for sale securities
|
(73
|
)
|
|
—
|
|
|
—
|
|
|||
Item related to financing activities:
|
|
|
|
|
|
||||||
Loss on debt extinguishment
|
—
|
|
|
2,126
|
|
|
1,896
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(10,290
|
)
|
|
4,465
|
|
|
(11,715
|
)
|
|||
Accounts receivable, due from affiliates
|
4,629
|
|
|
23,518
|
|
|
(16,703
|
)
|
|||
Income taxes receivable
|
1,244
|
|
|
30,899
|
|
|
(31,576
|
)
|
|||
Inventories, net
|
21,974
|
|
|
19,812
|
|
|
(26,935
|
)
|
|||
Prepaid expenses and other current assets
|
(2,553
|
)
|
|
1,206
|
|
|
(4,244
|
)
|
|||
Accounts payable
|
(6,760
|
)
|
|
(32,630
|
)
|
|
16,034
|
|
|||
Accounts payable, due to related parties
|
(1,225
|
)
|
|
1,683
|
|
|
1,383
|
|
|||
Accrued expenses and taxes
|
16,887
|
|
|
(19,105
|
)
|
|
639
|
|
|||
Other
|
6,240
|
|
|
(3,032
|
)
|
|
2,998
|
|
|||
Net cash provided by operating activities
|
180,503
|
|
|
264,503
|
|
|
136,799
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(23,068
|
)
|
|
(36,614
|
)
|
|
(20,070
|
)
|
|||
Grant Proceeds
|
75
|
|
|
—
|
|
|
—
|
|
|||
Capital expenditures—leased railcars
|
(90,332
|
)
|
|
(211,646
|
)
|
|
(307,680
|
)
|
|||
Proceeds from the sale of property, plant, equipment and leased railcars
|
926
|
|
|
122
|
|
|
800
|
|
|||
Purchase of short-term investments—available for sale securities
|
(8,750
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of short-term investments—available for sale securities
|
504
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from repayments of loans and distributions from joint ventures
|
5,907
|
|
|
7,500
|
|
|
3,750
|
|
|||
Net cash used in investing activities
|
(114,738
|
)
|
|
(240,638
|
)
|
|
(323,200
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Repayments of short-term and long-term debt
|
(125,783
|
)
|
|
(432,645
|
)
|
|
(204,486
|
)
|
|||
Proceeds from short-term and long-term debt
|
—
|
|
|
725,306
|
|
|
418,682
|
|
|||
Change in interest reserve related to long-term debt
|
204
|
|
|
(9,739
|
)
|
|
13
|
|
|||
Stock repurchases
|
(28,608
|
)
|
|
(57,423
|
)
|
|
—
|
|
|||
Payment of common stock dividends
|
(31,006
|
)
|
|
(33,243
|
)
|
|
(34,164
|
)
|
|||
Debt issuance costs
|
(13
|
)
|
|
(5,857
|
)
|
|
(2,566
|
)
|
|||
Net cash (used in) provided by financing activities
|
(185,206
|
)
|
|
186,399
|
|
|
177,479
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(52
|
)
|
|
(309
|
)
|
|
(221
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(119,493
|
)
|
|
209,955
|
|
|
(9,143
|
)
|
|||
Cash and cash equivalents at beginning of year
|
298,064
|
|
|
88,109
|
|
|
97,252
|
|
|||
Cash and cash equivalents at end of year
|
$
|
178,571
|
|
|
$
|
298,064
|
|
|
$
|
88,109
|
|
|
|
Common
Stock-
Shares
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Retained
earnings
|
|
Accumulated
other
comprehensive
(loss) income
|
|
Treasury Stock
|
|
Total
stockholders' equity |
|||||||||||||
Balance December 31, 2013
|
|
21,352
|
|
|
$
|
213
|
|
|
$
|
239,609
|
|
|
$
|
195,574
|
|
|
$
|
(1,494
|
)
|
|
$
|
—
|
|
|
$
|
433,902
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,533
|
|
|
—
|
|
|
—
|
|
|
99,533
|
|
||||||
Currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,035
|
)
|
|
—
|
|
|
(1,035
|
)
|
||||||
Postretirement plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,820
|
)
|
|
—
|
|
|
(2,820
|
)
|
||||||
Cash dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,164
|
)
|
|
—
|
|
|
—
|
|
|
(34,164
|
)
|
||||||
Balance December 31, 2014
|
|
21,352
|
|
|
$
|
213
|
|
|
$
|
239,609
|
|
|
$
|
260,943
|
|
|
$
|
(5,349
|
)
|
|
$
|
—
|
|
|
$
|
495,416
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133,453
|
|
|
—
|
|
|
—
|
|
|
133,453
|
|
||||||
Currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,955
|
)
|
|
—
|
|
|
(1,955
|
)
|
||||||
Postretirement plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
||||||
Cash dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,243
|
)
|
|
—
|
|
|
—
|
|
|
(33,243
|
)
|
||||||
Stock repurchases
|
|
(1,508
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,423
|
)
|
|
(57,423
|
)
|
||||||
Balance December 31, 2015
|
|
19,844
|
|
|
$
|
213
|
|
|
$
|
239,609
|
|
|
$
|
361,153
|
|
|
$
|
(7,255
|
)
|
|
$
|
(57,423
|
)
|
|
$
|
536,297
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,663
|
|
|
—
|
|
|
—
|
|
|
72,663
|
|
||||||
Currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
—
|
|
|
215
|
|
||||||
Postretirement plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294
|
|
|
—
|
|
|
294
|
|
||||||
Short-term investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
415
|
|
|
—
|
|
|
415
|
|
||||||
Cash dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,006
|
)
|
|
—
|
|
|
—
|
|
|
(31,006
|
)
|
||||||
Stock repurchases
|
|
(761
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,608
|
)
|
|
(28,608
|
)
|
||||||
Balance December 31, 2016
|
|
19,083
|
|
|
$
|
213
|
|
|
$
|
239,609
|
|
|
$
|
402,810
|
|
|
$
|
(6,331
|
)
|
|
$
|
(86,031
|
)
|
|
$
|
550,270
|
|
•
|
Level 1 — Quoted prices are available in active markets for identical assets and/or liabilities as of the reporting date. The type of assets and/or liabilities included in Level 1 include listed equities and listed derivatives. The Company does not adjust the quoted price for these assets and/or liabilities, even in situations where they hold a large position and a sale could reasonably impact the quoted price.
|
•
|
Level 2 — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Assets and/or liabilities that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives.
|
•
|
Level 3 — Pricing inputs are unobservable for the assets and/or liabilities and include situations where there is little, if any, market activity for the assets and/or liabilities. The inputs into the determination of fair value require significant management judgment or estimation.
|
•
|
Cash and cash equivalents, restricted cash, accounts receivable, amounts due to/from affiliates, accounts payable and accrued expenses approximate fair values because of the short maturity or the liquid nature of these instruments.
|
•
|
Available for sale securities fair value estimates are based on quoted prices with an active trading market (Level 1).
|
•
|
The carrying value of the December 2015 revolving credit facility, at December 31, 2015, approximated fair value because the interest rate adjusts to the market interest rate (Level 3 input). There was no outstanding debt under this facility as of
December 31, 2016
.
|
•
|
The fair value of the private placement notes are calculated by taking the net present value of future principal and interest payments using a discount rate that is based on the Company's most recent fixed debt transaction. The inputs used in the calculation are classified within Level 2 of the fair value hierarchy. The fair value of the Notes outstanding was
$582.4 million
and
$608.4 million
as of
December 31, 2016
and 2015, respectively.
|
•
|
The Company's pension plans' investments in equity securities, exchange traded funds and U.S. government treasury instruments are valued based on quoted prices in active markets (Level 1) and short-term investments, collective funds and asset backed securities are valued based on derived prices in active markets (Level 2).
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Accounts receivable, gross
|
$
|
39,869
|
|
|
$
|
30,422
|
|
Less allowance for doubtful accounts
|
(142
|
)
|
|
(1,404
|
)
|
||
Total accounts receivable, net
|
$
|
39,727
|
|
|
$
|
29,018
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Beginning balance
|
$
|
1,404
|
|
|
$
|
1,172
|
|
|
$
|
109
|
|
(Adjustment) Provision
|
(1,248
|
)
|
|
234
|
|
|
1,065
|
|
|||
Write-offs
|
(14
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Ending balance
|
$
|
142
|
|
|
$
|
1,404
|
|
|
$
|
1,172
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
46,789
|
|
|
$
|
65,575
|
|
Work-in-process
|
28,386
|
|
|
31,184
|
|
||
Finished products
|
3,332
|
|
|
3,393
|
|
||
Total inventories
|
78,507
|
|
|
100,152
|
|
||
Less reserves
|
(3,479
|
)
|
|
(3,187
|
)
|
||
Total inventories, net
|
$
|
75,028
|
|
|
$
|
96,965
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Operations / Corporate:
|
|
|
|
||||
Buildings
|
$
|
182,970
|
|
|
$
|
167,537
|
|
Machinery and equipment
|
232,171
|
|
|
219,488
|
|
||
Land
|
4,328
|
|
|
3,687
|
|
||
Construction in process
|
1,966
|
|
|
16,784
|
|
||
|
421,435
|
|
|
407,496
|
|
||
Less accumulated depreciation
|
(244,384
|
)
|
|
(231,185
|
)
|
||
Property, plant and equipment, net
|
$
|
177,051
|
|
|
$
|
176,311
|
|
Railcar Leasing:
|
|
|
|
||||
Railcars on leases
|
$
|
996,422
|
|
|
$
|
906,786
|
|
Less accumulated depreciation
|
(88,412
|
)
|
|
(58,069
|
)
|
||
Railcars on leases, net
|
$
|
908,010
|
|
|
$
|
848,717
|
|
2017
|
$
|
121,931
|
|
2018
|
109,343
|
|
|
2019
|
91,566
|
|
|
2020
|
56,615
|
|
|
2021
|
40,097
|
|
|
2022 and thereafter
|
57,138
|
|
|
Total
|
$
|
476,690
|
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Total depreciation expense
|
$
|
52,216
|
|
|
$
|
45,729
|
|
|
$
|
34,212
|
|
Depreciation expense on leased railcars
|
$
|
30,395
|
|
|
$
|
26,163
|
|
|
$
|
16,454
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Carrying amount of investments in and loans to joint ventures
|
|
|
|
||||
Ohio Castings
|
$
|
7,477
|
|
|
$
|
7,776
|
|
Axis
|
18,855
|
|
|
19,621
|
|
||
Total investments in and loans to joint ventures
|
$
|
26,332
|
|
|
$
|
27,397
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Financial position:
|
|
|
|
||||
Current assets
|
$
|
13,267
|
|
|
$
|
14,589
|
|
Non-current assets
|
9,751
|
|
|
9,921
|
|
||
Total assets
|
23,018
|
|
|
24,510
|
|
||
Current liabilities
|
3,667
|
|
|
4,261
|
|
||
Members’ equity
|
19,351
|
|
|
20,249
|
|
||
Total liabilities and members’ equity
|
$
|
23,018
|
|
|
$
|
24,510
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Results of operations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
49,103
|
|
|
$
|
74,113
|
|
|
$
|
83,872
|
|
Gross profit
|
$
|
2,230
|
|
|
$
|
4,787
|
|
|
$
|
8,277
|
|
Net (loss) earnings
|
$
|
(897
|
)
|
|
$
|
1,230
|
|
|
$
|
5,906
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Financial position:
|
|
|
|
||||
Current assets
|
$
|
13,017
|
|
|
$
|
8,009
|
|
Non-current assets
|
26,271
|
|
|
31,494
|
|
||
Total assets
|
39,288
|
|
|
39,503
|
|
||
Current liabilities
|
14,076
|
|
|
14,544
|
|
||
Non-current liabilities
|
23,626
|
|
|
35,439
|
|
||
Total liabilities
|
37,702
|
|
|
49,983
|
|
||
Members’ equity (deficit)
|
1,586
|
|
|
(10,480
|
)
|
||
Total liabilities and members’ deficit
|
$
|
39,288
|
|
|
$
|
39,503
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Results of operations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
60,358
|
|
|
$
|
70,289
|
|
|
$
|
69,667
|
|
Gross profit
|
$
|
16,467
|
|
|
$
|
17,961
|
|
|
$
|
5,496
|
|
Earnings before interest
|
$
|
15,397
|
|
|
$
|
16,972
|
|
|
$
|
4,496
|
|
Net earnings (loss)
|
$
|
12,066
|
|
|
$
|
12,782
|
|
|
$
|
(390
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Liability, beginning of year
|
$
|
1,415
|
|
|
$
|
953
|
|
|
$
|
1,385
|
|
Provision for warranties issued during the year, net of adjustments
|
1,505
|
|
|
1,235
|
|
|
1,263
|
|
|||
Adjustments to warranties issued during previous years
|
(24
|
)
|
|
(16
|
)
|
|
(261
|
)
|
|||
Warranty claims
|
(457
|
)
|
|
(757
|
)
|
|
(1,434
|
)
|
|||
Liability, end of year
|
$
|
2,439
|
|
|
$
|
1,415
|
|
|
$
|
953
|
|
|
Payments due by Period
|
||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Notes
|
$
|
25,588
|
|
|
$
|
25,590
|
|
|
$
|
25,507
|
|
|
$
|
26,354
|
|
|
$
|
26,358
|
|
|
$
|
446,616
|
|
2017
|
$
|
69,128
|
|
2018
|
56,678
|
|
|
2019
|
41,941
|
|
|
2020
|
23,291
|
|
|
2021
|
13,961
|
|
|
2022 and thereafter
|
10,378
|
|
|
Total
|
$
|
215,377
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
10,262
|
|
|
$
|
11,322
|
|
|
$
|
(10,569
|
)
|
State and local
|
642
|
|
|
3,587
|
|
|
3,100
|
|
|||
Foreign
|
494
|
|
|
738
|
|
|
174
|
|
|||
Total current
|
11,398
|
|
|
15,647
|
|
|
(7,295
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
26,955
|
|
|
56,431
|
|
|
63,577
|
|
|||
State and local
|
3,148
|
|
|
5,221
|
|
|
8,804
|
|
|||
Foreign
|
36
|
|
|
(8
|
)
|
|
(12
|
)
|
|||
Total deferred
|
30,139
|
|
|
61,644
|
|
|
72,369
|
|
|||
Total income tax expense
|
$
|
41,537
|
|
|
$
|
77,291
|
|
|
$
|
65,074
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Computed income tax expense
|
$
|
39,970
|
|
|
$
|
73,760
|
|
|
$
|
57,612
|
|
State and local tax expense
|
2,221
|
|
|
4,207
|
|
|
6,709
|
|
|||
Permanent differences, including domestic production activities deduction
|
(623
|
)
|
|
(724
|
)
|
|
523
|
|
|||
Adjustments for uncertain tax positions
|
110
|
|
|
204
|
|
|
206
|
|
|||
Other, net
|
(141
|
)
|
|
(156
|
)
|
|
24
|
|
|||
Total income tax expense
|
$
|
41,537
|
|
|
$
|
77,291
|
|
|
$
|
65,074
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Non-current deferred tax assets
|
|
|
|
||||
Provisions not currently deductible
|
$
|
12,421
|
|
|
$
|
8,192
|
|
Stock based compensation
|
842
|
|
|
110
|
|
||
Net operating loss carryforwards—federal and state
|
189
|
|
|
173
|
|
||
Net capital loss carryforwards—federal and state
|
1,833
|
|
|
1,859
|
|
||
Tax credits and other
|
327
|
|
|
519
|
|
||
Pensions and post retirement
|
3,231
|
|
|
3,223
|
|
||
Total deferred tax asset
|
$
|
18,843
|
|
|
$
|
14,076
|
|
Non-current deferred tax liabilities
|
|
|
|
||||
Investment in joint ventures/partnerships
|
$
|
(2,084
|
)
|
|
$
|
(2,056
|
)
|
Property, plant and equipment
|
(269,478
|
)
|
|
(234,358
|
)
|
||
Unrealized gain on financial instruments
|
(224
|
)
|
|
—
|
|
||
Total deferred tax liability
|
$
|
(271,786
|
)
|
|
$
|
(236,414
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Deferred tax assets
|
$
|
18,843
|
|
|
$
|
14,076
|
|
Deferred tax liability
|
(271,786
|
)
|
|
(236,414
|
)
|
||
Deferred tax liability, net
|
(252,943
|
)
|
|
(222,338
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Beginning balance
|
$
|
1,684
|
|
|
$
|
1,422
|
|
|
$
|
1,142
|
|
Increases in tax positions for prior years
|
253
|
|
|
30
|
|
|
91
|
|
|||
Increases in tax positions for current year
|
86
|
|
|
298
|
|
|
189
|
|
|||
Settlements and decreases in tax positions
|
—
|
|
|
(66
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
2,023
|
|
|
$
|
1,684
|
|
|
$
|
1,422
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Change in benefit obligation
|
|
|
|
||||
Benefit obligation at January 1
|
$
|
24,737
|
|
|
$
|
25,863
|
|
Service cost
|
208
|
|
|
177
|
|
||
Interest cost
|
984
|
|
|
947
|
|
||
Actuarial loss (gain)
|
198
|
|
|
(998
|
)
|
||
Assumed administrative expenses
|
(208
|
)
|
|
(177
|
)
|
||
Benefits paid
|
(1,086
|
)
|
|
(1,075
|
)
|
||
Benefit obligation at December 31
|
$
|
24,833
|
|
|
$
|
24,737
|
|
Change in plan assets
|
|
|
|
||||
Plan assets at January 1
|
$
|
16,212
|
|
|
$
|
17,281
|
|
Actual return on plan assets
|
1,119
|
|
|
(358
|
)
|
||
Administrative expenses
|
(208
|
)
|
|
(177
|
)
|
||
Employer contributions
|
111
|
|
|
541
|
|
||
Benefits paid
|
(1,086
|
)
|
|
(1,075
|
)
|
||
Plan assets at fair value at December 31
|
$
|
16,148
|
|
|
$
|
16,212
|
|
Funded status
|
|
|
|
||||
Benefit obligation in excess of plan assets at December 31
|
$
|
(8,685
|
)
|
|
$
|
(8,525
|
)
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Accrued benefit liability—short term
|
$
|
(112
|
)
|
|
$
|
(112
|
)
|
Accrued benefit liability—long term
|
(8,573
|
)
|
|
(8,413
|
)
|
||
Net liability recognized at December 31
|
$
|
(8,685
|
)
|
|
$
|
(8,525
|
)
|
Net actuarial loss
|
$
|
(8,144
|
)
|
|
$
|
(8,747
|
)
|
Net prior service cost
|
(9
|
)
|
|
(17
|
)
|
||
Accumulated other comprehensive loss pre-tax at December 31
|
$
|
(8,153
|
)
|
|
$
|
(8,764
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
||||||
Service cost
|
$
|
208
|
|
|
$
|
177
|
|
|
$
|
227
|
|
Interest cost
|
984
|
|
|
947
|
|
|
970
|
|
|||
Expected return on plan assets
|
(1,134
|
)
|
|
(1,282
|
)
|
|
(1,251
|
)
|
|||
Recognized actuarial loss
|
816
|
|
|
798
|
|
|
269
|
|
|||
Amortization of prior service cost
|
8
|
|
|
8
|
|
|
8
|
|
|||
Total net periodic benefit cost
|
$
|
882
|
|
|
$
|
648
|
|
|
$
|
223
|
|
2017
|
$
|
1,173
|
|
2018
|
1,225
|
|
|
2019
|
1,269
|
|
|
2020
|
1,306
|
|
|
2021
|
1,345
|
|
|
2022 and thereafter
|
7,216
|
|
|
Years Ended December 31,
|
||||
|
2016
|
|
2015
|
||
Discount rate
|
3.89
|
%
|
|
4.08
|
%
|
|
Years Ended December 31
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
4.08
|
%
|
|
3.75
|
%
|
|
4.64
|
%
|
Expected return on plan assets
|
7.25
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
$
|
—
|
|
|
$
|
612
|
|
|
$
|
—
|
|
|
$
|
612
|
|
Corporate stocks - common
|
3,808
|
|
|
—
|
|
|
—
|
|
|
3,808
|
|
||||
Mutual funds - equity
|
5,725
|
|
|
—
|
|
|
—
|
|
|
5,725
|
|
||||
Debt securities
|
|
|
|
|
|
|
|
||||||||
Exchange traded funds
|
5,003
|
|
|
—
|
|
|
—
|
|
|
5,003
|
|
||||
Government
|
545
|
|
|
—
|
|
|
—
|
|
|
545
|
|
||||
Asset backed
|
—
|
|
|
455
|
|
|
—
|
|
|
455
|
|
||||
Total assets at fair value
|
$
|
15,081
|
|
|
$
|
1,067
|
|
|
$
|
—
|
|
|
$
|
16,148
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
$
|
—
|
|
|
$
|
607
|
|
|
$
|
—
|
|
|
$
|
607
|
|
Corporate stocks - common
|
3,831
|
|
|
—
|
|
|
—
|
|
|
3,831
|
|
||||
Mutual funds - equity
|
5,775
|
|
|
—
|
|
|
—
|
|
|
5,775
|
|
||||
Debt securities
|
|
|
|
|
|
|
|
||||||||
Exchange traded funds
|
4,938
|
|
|
—
|
|
|
—
|
|
|
4,938
|
|
||||
Government
|
608
|
|
|
—
|
|
|
—
|
|
|
608
|
|
||||
Asset backed
|
—
|
|
|
453
|
|
|
—
|
|
|
453
|
|
||||
Total assets at fair value
|
$
|
15,152
|
|
|
$
|
1,060
|
|
|
$
|
—
|
|
|
$
|
16,212
|
|
2017
|
$
|
1,278
|
|
2018
|
1,145
|
|
|
2019
|
1,121
|
|
|
2020
|
1,161
|
|
|
2021
|
1,059
|
|
|
2022 and thereafter
|
1,303
|
|
|
Total
|
$
|
7,067
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Share-based compensation expense (income):
|
|
|
|
|
|
||||||
Cost of revenues: Manufacturing
|
$
|
(87
|
)
|
|
$
|
89
|
|
|
$
|
697
|
|
Cost of revenues: Railcar services
|
(11
|
)
|
|
7
|
|
|
186
|
|
|||
Selling, general and administrative
|
849
|
|
|
550
|
|
|
2,309
|
|
|||
Total share-based compensation expense
|
$
|
751
|
|
|
$
|
646
|
|
|
$
|
3,192
|
|
|
Grant Year
|
||||||||
|
2016
|
|
2015
|
|
2014
|
|
2012
|
|
2011
|
SARs outstanding
|
139,581
|
|
97,977
|
|
59,072
|
|
11,230
|
|
3,185
|
Weighted average exercise price
|
$44.83
|
|
$50.27
|
|
$50.51
|
|
$29.31
|
|
$24.45
|
Weighted average expected volatility
|
43.0%
|
|
43.5%
|
|
43.5%
|
|
38.6%
|
|
29.2%
|
Weighted average risk-free interest rate
|
1.6%
|
|
1.5%
|
|
1.5%
|
|
0.9%
|
|
0.9%
|
Expected Dividend yield
|
3.5%
|
|
3.5%
|
|
3.5%
|
|
3.5%
|
|
3.5%
|
|
Stock
Appreciation
Rights
(SARs)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Fair
Value of
SARs
|
|
Aggregate
Intrinsic
Value
($000)
|
|
Outstanding at January 1, 2014
|
207,234
|
|
|
$25.85
|
|
|
|
|
|
|
Granted
|
119,342
|
|
|
$49.31
|
|
|
|
|
|
|
Cancelled/Forfeited
|
(50,550
|
)
|
|
|
|
|
|
|
|
|
Exercised
|
(136,915
|
)
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2014
|
139,111
|
|
|
$41.02
|
|
|
|
|
|
|
Granted
|
134,037
|
|
|
$50.27
|
|
|
|
|
|
|
Cancelled/Forfeited
|
(29,817
|
)
|
|
|
|
|
|
|
|
|
Exercised
|
(39,288
|
)
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015
|
204,043
|
|
|
$47.93
|
|
|
|
|
|
|
Granted
|
139,581
|
|
|
$44.83
|
|
|
|
|
|
|
Cancelled/Forfeited
|
(27,288
|
)
|
|
|
|
|
|
|
|
|
Exercised
|
(5,291
|
)
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2016
|
311,045
|
|
|
$46.85
|
|
66 months
|
|
$10.56
|
|
$310
|
Exercisable at December 31, 2016
|
77,024
|
|
|
$46.30
|
|
56 months
|
|
$10.03
|
|
$246
|
|
Accumulated
Short-term
Investment
Transactions
|
|
Accumulated
Currency
Translation
|
|
Accumulated
Postretirement
Transactions
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance December 31, 2013
|
$
|
—
|
|
|
$
|
760
|
|
|
$
|
(2,254
|
)
|
|
$
|
(1,494
|
)
|
Currency translation
|
—
|
|
|
(1,035
|
)
|
|
—
|
|
|
(1,035
|
)
|
||||
Minimum pension liability re-valuation, net of tax effect of $1,755
|
—
|
|
|
—
|
|
|
(2,784
|
)
|
|
(2,784
|
)
|
||||
Amortization of net actuarial gain, net of tax effect of $24
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
(36
|
)
|
||||
Balance December 31, 2014
|
$
|
—
|
|
|
$
|
(275
|
)
|
|
$
|
(5,074
|
)
|
|
$
|
(5,349
|
)
|
Currency translation
|
—
|
|
|
(1,955
|
)
|
|
—
|
|
|
(1,955
|
)
|
||||
Minimum pension liability re-valuation, net of tax effect of $228
|
—
|
|
|
—
|
|
|
(414
|
)
|
|
(414
|
)
|
||||
Amortization of net actuarial gain, net of tax effect of $293
|
—
|
|
|
—
|
|
|
463
|
|
|
463
|
|
||||
Balance December 31, 2015
|
$
|
—
|
|
|
$
|
(2,230
|
)
|
|
$
|
(5,025
|
)
|
|
$
|
(7,255
|
)
|
Currency translation
|
—
|
|
|
215
|
|
|
—
|
|
|
215
|
|
||||
Minimum pension liability re-valuation, net of tax effect of $34
|
—
|
|
|
—
|
|
|
(184
|
)
|
|
(184
|
)
|
||||
Amortization of net actuarial loss, net of tax effect of $300
|
—
|
|
|
—
|
|
|
478
|
|
|
478
|
|
||||
Unrealized gain on Available for Sale Securities, net of tax effect of $224
|
415
|
|
|
—
|
|
|
—
|
|
|
415
|
|
||||
Balance December 31, 2016
|
$
|
415
|
|
|
$
|
(2,015
|
)
|
|
$
|
(4,731
|
)
|
|
$
|
(6,331
|
)
|
|
Revenues
|
|
|
|
Capital
Expenditures
|
|
Depreciation &
Amortization
|
||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Earnings (Loss) from Operations
|
|
|
|
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
For the Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|||||||||||||||
Manufacturing
|
$
|
429,774
|
|
|
$
|
95,159
|
|
|
$
|
524,933
|
|
|
$
|
56,736
|
|
|
$
|
14,808
|
|
|
$
|
15,911
|
|
Railcar leasing
|
132,245
|
|
|
—
|
|
|
132,245
|
|
|
79,084
|
|
|
90,332
|
|
|
30,395
|
|
||||||
Railcar services
|
77,114
|
|
|
1,807
|
|
|
78,921
|
|
|
11,421
|
|
|
6,646
|
|
|
3,262
|
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,249
|
)
|
|
1,539
|
|
|
2,648
|
|
||||||
Eliminations
|
—
|
|
|
(96,966
|
)
|
|
(96,966
|
)
|
|
1,117
|
|
|
—
|
|
|
—
|
|
||||||
Total Consolidated
|
$
|
639,133
|
|
|
$
|
—
|
|
|
$
|
639,133
|
|
|
$
|
130,109
|
|
|
$
|
113,325
|
|
|
$
|
52,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
For the Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|||||||||||||||
Manufacturing
|
$
|
700,061
|
|
|
$
|
319,399
|
|
|
$
|
1,019,460
|
|
|
$
|
240,891
|
|
|
$
|
21,589
|
|
|
$
|
15,024
|
|
Railcar leasing
|
116,714
|
|
|
—
|
|
|
116,714
|
|
|
70,344
|
|
|
211,646
|
|
|
26,163
|
|
||||||
Railcar services
|
72,561
|
|
|
1,936
|
|
|
74,497
|
|
|
13,898
|
|
|
8,865
|
|
|
2,818
|
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,779
|
)
|
|
6,160
|
|
|
1,724
|
|
||||||
Eliminations
|
—
|
|
|
(321,335
|
)
|
|
(321,335
|
)
|
|
(79,648
|
)
|
|
—
|
|
|
—
|
|
||||||
Total Consolidated
|
$
|
889,336
|
|
|
$
|
—
|
|
|
$
|
889,336
|
|
|
$
|
226,706
|
|
|
$
|
248,260
|
|
|
$
|
45,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
For the Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|||||||||||||||
Manufacturing
|
$
|
600,326
|
|
|
$
|
419,295
|
|
|
$
|
1,019,621
|
|
|
$
|
262,937
|
|
|
$
|
13,298
|
|
|
$
|
14,472
|
|
Railcar leasing
|
65,108
|
|
|
—
|
|
|
65,108
|
|
|
36,090
|
|
|
307,820
|
|
|
16,454
|
|
||||||
Railcar services
|
67,572
|
|
|
270
|
|
|
67,842
|
|
|
10,366
|
|
|
4,672
|
|
|
2,609
|
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,339
|
)
|
|
1,960
|
|
|
677
|
|
||||||
Eliminations
|
—
|
|
|
(419,565
|
)
|
|
(419,565
|
)
|
|
(120,996
|
)
|
|
—
|
|
|
—
|
|
||||||
Total Consolidated
|
$
|
733,006
|
|
|
$
|
—
|
|
|
$
|
733,006
|
|
|
$
|
170,058
|
|
|
$
|
327,750
|
|
|
$
|
34,212
|
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Manufacturing
|
$
|
256,622
|
|
|
$
|
272,721
|
|
|
$
|
318,157
|
|
Railcar leasing
|
1,254,824
|
|
|
1,190,180
|
|
|
905,862
|
|
|||
Railcar services
|
57,061
|
|
|
56,880
|
|
|
52,639
|
|
|||
Corporate/Eliminations
|
(112,257
|
)
|
|
5,293
|
|
|
(86,397
|
)
|
|||
Total Consolidated
|
$
|
1,456,250
|
|
|
$
|
1,525,074
|
|
|
$
|
1,190,261
|
|
|
December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Chevron Phillips Chemical
|
17.9
|
%
|
|
*
|
|
|
*
|
|
Equistar Chemicals, LP
|
12.1
|
%
|
|
*
|
|
|
*
|
|
IELP Entities
|
*
|
|
|
29.2
|
%
|
|
31.0
|
%
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
Manufacturing receivables from significant customers
|
53.4
|
%
|
|
20.9
|
%
|
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
176,180
|
|
|
$
|
150,484
|
|
|
$
|
144,962
|
|
|
$
|
167,507
|
|
Gross profit
|
48,487
|
|
|
43,271
|
|
|
22,610
|
|
|
47,812
|
|
||||
Net earnings
|
22,792
|
|
|
19,896
|
|
|
7,689
|
|
|
22,286
|
|
||||
Net earnings per common share-basic and diluted
|
$
|
1.16
|
|
|
$
|
1.02
|
|
|
$
|
0.40
|
|
|
$
|
1.16
|
|
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
263,776
|
|
|
$
|
191,998
|
|
|
$
|
172,667
|
|
|
$
|
260,895
|
|
Gross profit
|
67,696
|
|
|
60,554
|
|
|
57,552
|
|
|
71,745
|
|
||||
Net earnings
|
34,976
|
|
|
32,969
|
|
|
29,357
|
|
|
36,151
|
|
||||
Net earnings per common share-basic and diluted
|
$
|
1.64
|
|
|
$
|
1.54
|
|
|
$
|
1.39
|
|
|
$
|
1.82
|
|
(a)
|
(1) Financial Statements.
|
|
American Railcar Industries, Inc.
|
||
Date: February 24, 2017
|
By:
|
|
/s/ Jeffrey S. Hollister
|
|
Name:
|
|
Jeffrey S. Hollister
|
|
Title:
|
|
President and Chief Executive Officer
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Jeffrey S. Hollister
|
|
President and Chief Executive Officer (principal executive officer)
|
|
February 24, 2017
|
Jeffrey S. Hollister
|
|
|
|
|
|
|
|
||
/s/ Luke M. Williams
|
|
Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)
|
|
February 24, 2017
|
Luke M. Williams
|
|
|
|
|
|
|
|
||
/s/ SungHwan Cho
|
|
Director
|
|
February 24, 2017
|
SungHwan Cho
|
|
|
|
|
|
|
|
|
|
/s/ Harold First
|
|
Director
|
|
February 24, 2017
|
Harold First
|
|
|
|
|
|
|
|
|
|
/s/ James C. Pontious
|
|
Director
|
|
February 24, 2017
|
James C. Pontious
|
|
|
|
|
|
|
|
||
/s/ J. Mike Laisure
|
|
Director
|
|
February 24, 2017
|
J. Mike Laisure
|
|
|
|
|
|
|
|
||
/s/ Michael Nevin
|
|
Director
|
|
February 24, 2017
|
Michael Nevin
|
|
|
|
|
|
|
|
|
|
/s/ Jonathan Frates
|
|
Director
|
|
February 24, 2017
|
Jonathan Frates
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
2.1
|
|
Agreement and Plan of Merger between American Railcar Industries, Inc., a Missouri corporation, and American Railcar Industries, Inc., a Delaware corporation, (incorporated by reference to Exhibit 2.1 to ARI's Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the SEC on March 28, 2006).
|
|
|
|
2.2
|
|
Stock Purchase Agreement dated March 24, 2006 between Steel Technologies, Inc. and ARI Acquisition Sub joined in by American Railcar Industries (incorporated by reference to Exhibit 2.2 to ARI's Current Report on Form 8-K, filed with the SEC on March 28, 2006).
|
|
|
|
2.3
|
|
Agreement and Plan of Merger between American Railcar Industries, Inc., a Delaware corporation, and American Railcar Industries, Inc., a North Dakota corporation, (incorporated by reference to Exhibit 2.1 to ARI's Current Report on Form 8-K, filed with the SEC on June 30, 2009).
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation of American Railcar Industries, Inc., a North Dakota corporation (incorporated by reference to Exhibit 3.1 to ARI's Current Report on Form 8-K, filed with the SEC on June 30, 2009).
|
|
|
|
3.2
|
|
Bylaws of American Railcar Industries, Inc., a North Dakota corporation (incorporated by reference to Exhibit 3.2 to ARI's Current Report on Form 8-K, filed with the SEC on June 30, 2009).
|
|
|
|
4.1
|
|
Specimen Common Stock Certificate of American Railcar Industries, Inc., a North Dakota corporation (incorporated by reference to Exhibit 4.2 to ARI's Current Report on Form 8-K, filed with the SEC on June 30, 2009).
|
|
|
|
4.2
|
|
Indenture by and between Longtrain Leasing III, LLC, as Issuer and U.S. Bank National Association, as Indenture Trustee, dated January 29, 2015 (incorporated by reference to Exhibit 4.1 to ARI’s Current Report on Form 8-K, filed with the SEC on February 4, 2015).†
|
|
|
|
10.1
|
|
Asset Transfer Agreement dated as of October 1, 1994 by and among ACF Industries, Incorporated, American Railcar Industries, Inc. and Carl Icahn (incorporated by reference to Exhibit 10.1 to ARI's Registration Statement on Form S-1, filed with the SEC on December 13, 2005).
|
|
|
|
10.2
|
|
License Agreement dated as of October 1, 1994 by and between ACF Industries, Incorporated and American Railcar Industries, Inc. as Licensee (incorporated by reference to Exhibit 10.2 to ARI's Registration Statement on Form S-1, filed with the SEC on December 13, 2005).
|
|
|
|
10.3
|
|
License Agreement dated as of October 1, 1994 by and between American Railcar Industries, Inc. and ACF Industries, Incorporated as Licensee (incorporated by reference to Exhibit 10.3 to ARI's Registration Statement on Form S-1, filed with the SEC on December 13, 2005).
|
|
|
|
10.4
|
|
Manufacturing Services Agreement dated as of October 1, 1994 between ACF Industries, Incorporated and American Railcar Industries, Inc., as ratified and amended on June 30, 2005 (incorporated by reference to Exhibit 10.4 to ARI's Registration Statement on Form S-1, filed with the SEC on December 13, 2005).
|
|
|
|
10.5
|
|
Assignment and Assumption, Novation and Release dated as of June 30, 2005 by and between ACF Industries Holding, Inc., American Railcar Industries, Inc., Gunderson Specialty Products, Inc., Gunderson, Inc., Castings, LLC, ASF-Keystone, Inc., Amsted Industries Incorporation and Ohio Castings Company, LLC (incorporated by reference to Exhibit 10.22 to ARI's Registration Statement on Form S-1, filed with the SEC on December 13, 2005).
|
|
|
|
10.6
|
|
Ohio Castings Company, LLC Amended and Restated Limited Liability Company Agreement, dated as of June 20, 2003 (incorporated by reference to Exhibit 10.25 to ARI's Registration Statement on Form S-1, filed with the SEC on December 13, 2005).
|
|
|
|
10.7
|
|
Employee Benefit Plan Agreement dated as of December 1, 2005 between American Railcar Industries, Inc. and ACF Industries LLC (incorporated by reference to Exhibit 10.31 to ARI's Registration Statement on Form S-1, Amendment No. 1, filed with the SEC on January 4, 2006). #
|
|
|
|
10.8
|
|
Supplemental Executive Retirement Plan of American Railcar Industries, Inc. (incorporated by reference to Exhibit 10.34 to ARI's Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the SEC on March 28, 2006). #
|
|
|
|
10.9
|
|
American Railcar, Inc. 2005 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.36 to ARI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 15, 2006). #
|
|
|
|
10.10
|
|
Registration Rights Agreement, dated February 28, 2007 (incorporated by reference to Exhibit 10.44 to ARI's Current Report on Form 8-K, filed with the SEC on March 1, 2007).
|
|
|
|
10.11
|
|
Axis, LLC Amended and Restated Limited Liability Company Agreement, dated as of January 25, 2008 (incorporated by reference to Exhibit 10.51 to ARI's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on February 22, 2008).
|
|
|
|
10.12
|
|
Form of 2009 Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.58 to ARI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 8, 2009). #
|
|
|
|
10.13
|
|
Axis Credit Agreement dated as of December 28, 2007, as amended January 28, 2008, February 29, 2008, March 31, 2008 and August 5, 2009 (incorporated by reference to Exhibit 10.60 to ARI's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC on November 6, 2009). †
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10.14
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Master Assignment Agreement dated as of August 5, 2009 (incorporated by reference to Exhibit 10.61 to ARI's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC on November 6, 2009). †
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10.15
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Form of 2010 Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.62 to ARI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on May 5, 2010). #
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10.16
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Lease Agreement, dated as of October 29, 2010 (incorporated by reference to Exhibit 10.63 to ARI's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed with the SEC on November 2, 2010). †
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10.17
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Fifth Amendment to the Axis Credit Agreement dated as of March 31, 2011. (incorporated by reference to Exhibit 10.64 to ARI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May 3, 2011).
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10.18
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Railcar Services Agreement dated as of April 15, 2011 between American Railcar Industries, Inc. and American Railcar Leasing LLC (incorporated by reference to Exhibit 10.65 to ARI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May 3, 2011). †
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10.19
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Form of 2011 Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.66 to ARI's Current Report on Form 8-K, filed with the SEC on May 13, 2011). #
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10.20
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Railcar Management Agreement dated as of February 29, 2012 between American Railcar Industries, Inc. and American Railcar Leasing LLC, together with the related Letter Agreement (incorporated by reference to Exhibit 10.39 to ARI's Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 2, 2012). †
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10.21
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Sixth Amendment to the Axis Credit Agreement dated as of March 30, 2012 (incorporated by reference to Exhibit 10.2 to ARI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 1, 2012). #
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10.22
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Form of 2012 Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.1 to ARI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 1, 2012). #
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10.23
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Seventh Amendment to the Axis Credit Agreement dated as of December 18, 2012 by and among ARI Component Venture LLC, Amsted Rail Company, Inc., and Axis Operating Company LLC (incorporated by reference to Exhibit 10.44 to ARI's Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 12, 2013).
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10.24
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Purchasing and Engineering Services Agreement and License dated as of January 7, 2013 by and between American Railcar Industries, Inc. and ACF Industries, LLC (incorporated by reference to Exhibit 10.48 to ARI's Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 12, 2013). †
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10.25
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Amendment No. 1 to the Longtrain Credit Agreement dated as of February 15, 2013 by and among Longtrain Leasing I, LLC and Fifth Third Bank, as Administrative Agent for the lenders (incorporated by reference to Exhibit 10.49 to ARI's Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 12, 2013).
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10.26
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Purchase Agreement dated as of December 27, 2013 by and between American Railcar Industries, Inc. and Cresta Fund Ltd (incorporated by reference to Exhibit 10.1 to ARI's Current Report on Form 8-K, filed with the SEC on January 6, 2014).
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10.27
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Amended and Restated Credit Agreement dated as of January 15, 2014 by and among Longtrain Leasing I, LLC, American Railcar Industries, Inc., Key Equipment Finance, a division of KeyBank National Association, as administrative agent, and the lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to ARI's Current Report on Form 8-K, filed with the SEC on January 15, 2014).
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10.28
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Amendment No. 1 to the Longtrain Railcar Management Agreement dated as of January 15, 2014 by and between Longtrain Leasing I, LLC and American Railcar Leasing LLC (incorporated by reference to Exhibit 10.2 to ARI's Current Report on Form 8-K, filed with the SEC on January 15, 2014).
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10.29
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American Railcar Industries, Inc. 2014 Management Incentive Plan (incorporated by reference to Exhibit 10.1 to ARI's Current Report on Form 8-K, filed with the SEC on July 14, 2014). #
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10.30
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Credit Agreement dated as of October 16, 2014 by and among Longtrain Leasing II, LLC, American Railcar Industries, Inc., Credit Suisse AG, New York Branch, and the lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to ARI's Current Report on Form 8-K, filed with the SEC on October 22, 2014).
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10.31
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Railcar Management Agreement dated as of October 16, 2014 by and between Longtrain Leasing II, LLC and American Railcar Leasing LLC. (incorporated by reference to Exhibit 10.39 to ARI's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 20, 2015). †
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10.32
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First Amendment to the Purchasing and Engineering Services Agreement and License dated as of January 7, 2013 by and between American Railcar Industries, Inc. and ACF Industries, LLC, dated as of August 22, 2014 (incorporated by reference to Exhibit 10.1 to ARI's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on October 30, 2014). †
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10.33
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Eighth Amendment to the Axis Credit Agreement dated as of December 31, 2013 by and among ARI Component Venture LLC, Amsted Rail Company, Inc., and Axis Operating Company LLC (incorporated by reference to Exhibit 10.40 to ARI's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 20, 2015).
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10.34
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Ninth Amendment to the Axis Credit Agreement dated as of December 22, 2014 by and among ARI Component Venture LLC, Amsted Rail Company, Inc., and Axis Operating Company LLC (incorporated by reference to Exhibit 10.41 to ARI's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 20, 2015).
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10.35
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Railcar Management Agreement dated as of January 29, 2015 by and between Longtrain Leasing III, LLC and American Railcar Leasing LLC (incorporated by reference to Exhibit 10.1 to ARI’s Current Report on Form 8-K, filed with the SEC on February 4, 2015).†
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10.36
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Form of 2014 Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.1 to ARI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 5, 2014). #
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10.37
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Offer Letter between American Railcar Industries, Inc. and Yevgeny Fundler, dated as of February 26, 2014 (incorporated by reference to Exhibit 10.2 to ARI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 5, 2014). #
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10.38
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Employment Agreement between American Railcar Industries, Inc. and Jeffrey S. Hollister, dated as of September 24, 2014 (incorporated by reference to Exhibit 10.1 to ARI's Current Report on Form 8-K, filed with the SEC on September 24, 2014). #
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10.39
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Offer Letter between American Railcar Industries, Inc. and Umesh Choksi, dated as of September 24, 2014 (incorporated by reference to Exhibit 10.2 to ARI's Current Report on Form 8-K, filed with the SEC on September 24, 2014). #
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10.40
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First Amendment to the Railcar Management Agreement, dated as of December 31, 2015, between American Railcar Leasing LLC and American Railcar Industries, Inc. together with the related First Amendment to Letter Agreement(incorporated by reference to Exhibit 10.1 to ARI's Current Report on Form 8-K, filed with the SEC on December 15, 2015).†
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10.41
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|
Credit Agreement, Chattel Mortgage and Security Agreement, dated as of December 10, 2015, among American Railcar Industries, Inc. as debtor, the lenders that are signatories thereto, as the lenders, and Crédit Agricole Corporate and Investment Bank, as sole lead arranger and administrative agent (incorporated by reference to Exhibit 10.1 to ARI's Current Report on Form 8-K, filed with the SEC on December 15, 2015).
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10.42
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Second Amendment to the Purchasing and Engineering Services Agreement and License dated as of January 11, 2013 by and between American Railcar Industries, Inc. and ACF Industries, LLC, dated as of November 5, 2015 (incorporated by reference to Exhibit 10.44 to ARI's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 23, 2016).
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10.43
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|
Amended and Restated American Railcar, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to ARI's Current Report on Form 8-K, filed with the SEC on June 11, 2015). #
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10.44
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|
American Railcar Industries, Inc. 2015 Management Incentive Plan (incorporated by reference to Exhibit 10.1 to ARI's Current Report on Form 8-K, filed with the SEC on June 5, 2015). #
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10.45
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|
Repair Services and Support Agreement dated as of April 24, 2015 by and between American Railcar Industries, Inc. and ACF Industries, LLC (incorporated by reference to Exhibit 10.2 to ARI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 6, 2015).†
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10.46
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Parts Purchasing and Sale Agreement dated as of April 24, 2015 by and between American Railcar Industries, Inc. and ACF Industries, LLC (incorporated by reference to Exhibit 10.2 to ARI's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 6, 2015).†
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10.47
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Consulting Services Agreement dated as of March 1, 2016 by and between American Railcar Industries, Inc. and American Railcar Leasing LLC (incorporated by reference to Exhibit 10.49 to ARI's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 23, 2016). #
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10.48
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|
American Railcar Industries, Inc. 2016 Management Incentive Plan (incorporated by reference to Exhibit 10.1 to ARI's Quarterly Report on Form 10-Q, filed with the SEC on April 29, 2016). #
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10.49
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|
Railcar Management Transition Agreement dated as of December 16, 2016 by and among American Railcar Industries, Inc., American Railcar Leasing LLC, American Entertainment Properties Corp., SMRSH LLC and SMBC Rail Services LLC (incorporated by reference to Exhibit 10.1 to ARI's Current Report on Form 8-K, filed with the SEC on December 19, 2016).
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10.50
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|
Third Amendment to the Purchasing and Engineering Services Agreement and License dated as of January 11, 2013 by and between American Railcar Industries, Inc. and ACF Industries, LLC, dated as of December 20, 2016.*
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10.51
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|
Consulting Services Agreement dated as of February 15, 2017 by and between American Railcar Industries, Inc. and American Railcar Leasing LLC (incorporated by reference to Exhibit 10.1 to ARI's Current Report on Form 8-K, filed with the SEC on February 21, 2017).
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21.1
|
|
Subsidiaries of American Railcar Industries, Inc.*
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23.1
|
|
Consent of Grant Thornton LLP.*
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31.1
|
|
Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer.*
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31.2
|
|
Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer.*
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32.1
|
|
Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * *
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101.INS
|
|
XBRL Instance Document (filed electronically herewith)*
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101.SCH
|
|
XBRL Taxonomy Extension Schema Document (filed electronically herewith)*
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101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)*
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101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)*
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101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document (filed electronically herewith)*
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101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document (filed electronically herewith)*
|
*
|
Filed herewith
|
†
|
Confidential treatment has been requested and/or granted with respect to the redacted portions of this agreement. A complete copy of this agreement, including the redacted portions has been filed separately with the SEC.
|
* *
|
Furnished herewith
|
#
|
Indicates management contract or compensatory plan or arrangement.
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