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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 |
|
|
|
x
|
QUARTERLY 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
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(State of Incorporation)
|
|
(I.R.S. Employer Identification No.)
|
|
|
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100 Clark Street, St. Charles, Missouri
|
|
63301
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
|
|
|
|
Non-accelerated filer
|
¨
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Smaller Reporting Company
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¨
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|
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Emerging Growth Company
|
¨
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Item Number
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Page
Number
|
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|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
74,459
|
|
|
$
|
100,244
|
|
Restricted cash
|
16,565
|
|
|
16,640
|
|
||
Accounts receivable, net
|
40,408
|
|
|
43,804
|
|
||
Accounts receivable, due from related parties
|
2,956
|
|
|
778
|
|
||
Income taxes receivable
|
18,690
|
|
|
19,115
|
|
||
Inventories, net
|
79,655
|
|
|
54,147
|
|
||
Prepaid expenses and other current assets
|
5,808
|
|
|
6,464
|
|
||
Total current assets
|
238,541
|
|
|
241,192
|
|
||
Property, plant and equipment, net
|
153,130
|
|
|
162,535
|
|
||
Railcars on lease, net
|
1,077,768
|
|
|
1,036,414
|
|
||
Goodwill
|
7,169
|
|
|
7,169
|
|
||
Investments in and loans to joint ventures
|
20,326
|
|
|
22,571
|
|
||
Other assets
|
902
|
|
|
3,545
|
|
||
Total assets
|
$
|
1,497,836
|
|
|
$
|
1,473,426
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
33,189
|
|
|
$
|
21,275
|
|
Accounts payable, due to related parties
|
52
|
|
|
41
|
|
||
Accrued expenses, including loss contingency of $6,408 and $6,548 at September 30, 2018 and December 31, 2017, respectively
|
18,213
|
|
|
12,787
|
|
||
Accrued compensation
|
14,679
|
|
|
12,874
|
|
||
Short-term debt, including current portion of long-term debt
|
25,404
|
|
|
25,590
|
|
||
Total current liabilities
|
91,537
|
|
|
72,567
|
|
||
Long-term debt, net of unamortized debt issuance costs of $4,485 and $4,647 at September 30, 2018 and December 31, 2017, respectively
|
501,213
|
|
|
520,024
|
|
||
Deferred tax liability
|
206,772
|
|
|
194,084
|
|
||
Pension and post-retirement liabilities
|
7,683
|
|
|
8,099
|
|
||
Other liabilities, including loss contingency of $2,228 and $2,283 at September 30, 2018 and December 31, 2017, respectively
|
14,554
|
|
|
15,118
|
|
||
Total liabilities
|
821,759
|
|
|
809,892
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value, 50,000,000 shares authorized, 19,083,878 shares outstanding as of both September 30, 2018 and December 31, 2017
|
213
|
|
|
213
|
|
||
Additional paid-in capital
|
239,609
|
|
|
239,609
|
|
||
Retained Earnings
|
527,476
|
|
|
514,453
|
|
||
Accumulated other comprehensive loss
|
(5,190
|
)
|
|
(4,710
|
)
|
||
Treasury Stock
|
(86,031
|
)
|
|
(86,031
|
)
|
||
Total stockholders’ equity
|
676,077
|
|
|
663,534
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,497,836
|
|
|
$
|
1,473,426
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing (including revenues from affiliates of $2,564 for both the three and nine months ended September 30, 2018 and $188 and $325 for the same periods in 2017)
|
$
|
40,766
|
|
|
$
|
68,442
|
|
|
$
|
194,347
|
|
|
$
|
184,255
|
|
Railcar leasing (including revenues from affiliates of $404 and $1,219 for the three and nine months ended September 30, 2018, respectively, and $231 and $678 for the same periods in 2017)
|
32,427
|
|
|
33,440
|
|
|
101,352
|
|
|
100,992
|
|
||||
Railcar services (including revenues from affiliates of zero and $17 for the three and nine months ended September 30, 2018, respectively, and $1,156 and $11,729 for the same periods in 2017)
|
26,791
|
|
|
18,864
|
|
|
67,051
|
|
|
59,200
|
|
||||
Total revenues
|
99,984
|
|
|
120,746
|
|
|
362,750
|
|
|
344,447
|
|
||||
Cost of revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
(42,117
|
)
|
|
(64,235
|
)
|
|
(184,507
|
)
|
|
(169,915
|
)
|
||||
Other operating income (loss)
|
(15
|
)
|
|
(924
|
)
|
|
29
|
|
|
140
|
|
||||
Railcar leasing
|
(12,491
|
)
|
|
(10,856
|
)
|
|
(38,871
|
)
|
|
(34,532
|
)
|
||||
Railcar services
|
(22,892
|
)
|
|
(16,023
|
)
|
|
(56,897
|
)
|
|
(49,559
|
)
|
||||
Total cost of revenues
|
(77,515
|
)
|
|
(92,038
|
)
|
|
(280,246
|
)
|
|
(253,866
|
)
|
||||
Gross profit
|
22,469
|
|
|
28,708
|
|
|
82,504
|
|
|
90,581
|
|
||||
Selling, general and administrative
|
(10,993
|
)
|
|
(9,263
|
)
|
|
(29,349
|
)
|
|
(27,084
|
)
|
||||
Net gains on disposition of leased railcars
|
272
|
|
|
102
|
|
|
549
|
|
|
115
|
|
||||
Loss on asset impairment
|
—
|
|
|
—
|
|
|
(3,554
|
)
|
|
—
|
|
||||
Gain on early lease termination
|
10,146
|
|
|
—
|
|
|
10,146
|
|
|
—
|
|
||||
Earnings from operations
|
21,894
|
|
|
19,547
|
|
|
60,296
|
|
|
63,612
|
|
||||
Interest income (including income from related parties of $166 and $578 for the three and nine months ended September 30, 2018, respectively, and $280 and $922 for the same periods in 2017)
|
470
|
|
|
405
|
|
|
1,385
|
|
|
1,146
|
|
||||
Interest expense
|
(5,250
|
)
|
|
(5,441
|
)
|
|
(15,886
|
)
|
|
(16,460
|
)
|
||||
Other income
|
—
|
|
|
393
|
|
|
1
|
|
|
2,314
|
|
||||
Earnings from joint ventures
|
368
|
|
|
232
|
|
|
2,246
|
|
|
1,578
|
|
||||
Earnings before income taxes
|
17,482
|
|
|
15,136
|
|
|
48,042
|
|
|
52,190
|
|
||||
Income tax expense
|
(4,409
|
)
|
|
(6,278
|
)
|
|
(12,786
|
)
|
|
(21,865
|
)
|
||||
Net earnings
|
$
|
13,073
|
|
|
$
|
8,858
|
|
|
$
|
35,256
|
|
|
$
|
30,325
|
|
Net earnings per common share—basic and diluted
|
$
|
0.69
|
|
|
$
|
0.46
|
|
|
$
|
1.85
|
|
|
$
|
1.59
|
|
Weighted average common shares outstanding—basic and diluted
|
19,084
|
|
|
19,084
|
|
|
19,084
|
|
|
19,084
|
|
||||
Cash dividends declared per common share
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net earnings
|
$
|
13,073
|
|
|
$
|
8,858
|
|
|
$
|
35,256
|
|
|
$
|
30,325
|
|
Currency translation
|
309
|
|
|
689
|
|
|
(564
|
)
|
|
1,270
|
|
||||
Pension plans (1)
|
32
|
|
|
107
|
|
|
84
|
|
|
323
|
|
||||
Short-term investments (2)
|
—
|
|
|
(248
|
)
|
|
—
|
|
|
(415
|
)
|
||||
Comprehensive income
|
$
|
13,414
|
|
|
$
|
9,406
|
|
|
$
|
34,776
|
|
|
$
|
31,503
|
|
(1)
|
Net of tax effect of less than
$0.1 million
for both the three and nine months ended
September 30, 2018
and
$0.1 million
and
$0.2 million
for the same periods in 2017.
|
(2)
|
Net of tax effect of
zero
for both the three and nine months ended
September 30, 2018
and
$(0.1) million
and
$(0.2) million
for the same periods in
2017
.
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
||||
Net earnings
|
$
|
35,256
|
|
|
$
|
30,325
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
46,333
|
|
|
42,746
|
|
||
Amortization of deferred costs
|
377
|
|
|
377
|
|
||
Net gain on disposal of property, plant, equipment and leased railcars
|
(519
|
)
|
|
(113
|
)
|
||
Non-cash impairment on leased railcars
|
3,554
|
|
|
—
|
|
||
Earnings from joint ventures
|
(2,246
|
)
|
|
(1,578
|
)
|
||
Provision for deferred income taxes
|
12,443
|
|
|
34,862
|
|
||
Items related to investing activities:
|
|
|
|
||||
Realized gain on short-term investments - available for sale securities
|
—
|
|
|
(2,216
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
7,056
|
|
|
5,741
|
|
||
Accounts receivable, due from related parties
|
(2,196
|
)
|
|
3,542
|
|
||
Income taxes receivable
|
419
|
|
|
(14,194
|
)
|
||
Inventories, net
|
(28,358
|
)
|
|
2,444
|
|
||
Prepaid expenses and other current assets
|
(28
|
)
|
|
519
|
|
||
Accounts payable
|
11,925
|
|
|
(3,933
|
)
|
||
Accounts payable, due to related parties
|
11
|
|
|
(3,233
|
)
|
||
Accrued expenses and taxes
|
7,238
|
|
|
(7,432
|
)
|
||
Other
|
(368
|
)
|
|
3,239
|
|
||
Net cash provided by operating activities
|
90,897
|
|
|
91,096
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(7,386
|
)
|
|
(4,812
|
)
|
||
Capital expenditures - leased railcars
|
(73,682
|
)
|
|
(132,388
|
)
|
||
Proceeds from the disposal of property, plant, equipment and leased railcars
|
2,030
|
|
|
417
|
|
||
Proceeds from sale of short-term investments - available for sale securities
|
—
|
|
|
10,535
|
|
||
Proceeds from repayments of loans by joint ventures
|
4,430
|
|
|
4,430
|
|
||
Net cash used in investing activities
|
(74,608
|
)
|
|
(121,818
|
)
|
||
Financing activities:
|
|
|
|
||||
Repayments of debt
|
(19,162
|
)
|
|
(19,101
|
)
|
||
Payment of common stock dividends
|
(22,901
|
)
|
|
(22,901
|
)
|
||
Net cash used in financing activities
|
(42,063
|
)
|
|
(42,002
|
)
|
||
Effect of exchange rate changes on cash
|
(86
|
)
|
|
156
|
|
||
Net decrease in cash, cash equivalents, and restricted cash
|
(25,860
|
)
|
|
(72,568
|
)
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
116,884
|
|
|
195,285
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
91,024
|
|
|
$
|
122,717
|
|
|
|
|
|
||||
Balance Sheet Reconciliation:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
74,459
|
|
|
$
|
106,176
|
|
Restricted cash, refer to Note 9 for discussion of the nature of this balance
|
16,565
|
|
|
16,541
|
|
||
Total cash, cash equivalents and restricted cash as presented above
|
$
|
91,024
|
|
|
$
|
122,717
|
|
|
December 31, 2017
|
|
Adjustments due to ASC 606
|
|
January 1, 2018
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
43,804
|
|
|
$
|
3,717
|
|
|
$
|
47,521
|
|
Inventories
|
54,147
|
|
|
(2,821
|
)
|
|
$
|
51,326
|
|
||
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Deferred tax liability, net
|
194,084
|
|
|
(226
|
)
|
|
193,858
|
|
|||
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
||||||
Retained earnings
|
514,453
|
|
|
669
|
|
|
515,122
|
|
|||
Accumulated other comprehensive loss
|
(4,710
|
)
|
|
(3
|
)
|
|
(4,713
|
)
|
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change
Higher / (Lower)
|
||||||
|
As of September 30, 2018
|
||||||||||
Balance Sheet
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
40,408
|
|
|
$
|
33,496
|
|
|
$
|
6,912
|
|
Inventories
|
79,655
|
|
|
85,007
|
|
|
(5,352
|
)
|
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change
Higher / (Lower)
|
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change
Higher / (Lower)
|
||||||||||||
|
For the three months ended
September 30, 2018
|
|
For the nine months ended
September 30, 2018
|
||||||||||||||||||||
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Railcar services
|
$
|
26,791
|
|
|
$
|
26,369
|
|
|
$
|
422
|
|
|
$
|
67,051
|
|
|
$
|
63,839
|
|
|
$
|
3,212
|
|
Total revenues
|
99,984
|
|
|
99,562
|
|
|
422
|
|
|
362,750
|
|
|
359,538
|
|
|
3,212
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Railcar services
|
(22,892
|
)
|
|
(22,526
|
)
|
|
(366
|
)
|
|
(56,897
|
)
|
|
(54,105
|
)
|
|
(2,792
|
)
|
||||||
Total cost of revenues
|
(77,515
|
)
|
|
(77,149
|
)
|
|
(366
|
)
|
|
(280,246
|
)
|
|
(277,454
|
)
|
|
(2,792
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit
|
22,469
|
|
|
22,413
|
|
|
56
|
|
|
82,504
|
|
|
82,084
|
|
|
420
|
|
||||||
Earnings from operations
|
21,894
|
|
|
21,838
|
|
|
56
|
|
|
60,296
|
|
|
59,876
|
|
|
420
|
|
||||||
Earnings before income taxes
|
17,482
|
|
|
17,426
|
|
|
56
|
|
|
48,042
|
|
|
47,622
|
|
|
420
|
|
||||||
Income tax expense
|
(4,409
|
)
|
|
(4,395
|
)
|
|
(14
|
)
|
|
(12,786
|
)
|
|
(12,678
|
)
|
|
(108
|
)
|
||||||
Net earnings
|
13,073
|
|
|
13,031
|
|
|
42
|
|
|
35,256
|
|
|
34,944
|
|
|
312
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Revenues from contracts with customers (manufacturing and railcar services)
|
$
|
67,557
|
|
|
$
|
87,306
|
|
|
$
|
261,398
|
|
|
$
|
243,455
|
|
Railcar leasing segment revenues
|
32,427
|
|
|
33,440
|
|
|
101,352
|
|
|
100,992
|
|
||||
Total revenue (consolidated)
|
$
|
99,984
|
|
|
$
|
120,746
|
|
|
$
|
362,750
|
|
|
$
|
344,447
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Railcar manufacturing
|
$
|
28,857
|
|
|
$
|
61,165
|
|
|
$
|
164,291
|
|
|
$
|
162,808
|
|
Railcar and industrial components manufacturing
|
11,909
|
|
|
7,277
|
|
|
30,056
|
|
|
21,447
|
|
||||
Total manufacturing (1)
|
40,766
|
|
|
68,442
|
|
|
194,347
|
|
|
184,255
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Railcar leasing (2)
|
32,427
|
|
|
33,440
|
|
|
101,352
|
|
|
100,992
|
|
||||
Railcar services (3)
|
26,791
|
|
|
18,864
|
|
|
67,051
|
|
|
59,200
|
|
||||
Total revenue (consolidated)
|
$
|
99,984
|
|
|
$
|
120,746
|
|
|
$
|
362,750
|
|
|
$
|
344,447
|
|
(1)—
|
Revenue recognized at a point in time
|
(2)—
|
Revenue recognition not in scope of ASC 606
|
(3)—
|
Revenue recognized over time
|
|
2018
|
|
|
||||||||
|
January 1
|
|
September 30
|
|
$ Change
|
||||||
Contract assets
|
$
|
3,717
|
|
|
$
|
6,912
|
|
|
$
|
3,195
|
|
Contract liabilities
|
1,600
|
|
|
1,500
|
|
|
(100
|
)
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(in thousands)
|
||||||
Accounts receivable, gross
|
$
|
41,742
|
|
|
$
|
45,041
|
|
Less allowance for doubtful accounts
|
(1,334
|
)
|
|
(1,237
|
)
|
||
Total accounts receivable, net
|
$
|
40,408
|
|
|
$
|
43,804
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
57,306
|
|
|
$
|
33,498
|
|
Work-in-process
|
23,691
|
|
|
22,040
|
|
||
Finished products
|
1,956
|
|
|
1,813
|
|
||
Total inventories
|
82,953
|
|
|
57,351
|
|
||
Less reserves
|
(3,298
|
)
|
|
(3,204
|
)
|
||
Total inventories, net
|
$
|
79,655
|
|
|
$
|
54,147
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(in thousands)
|
||||||
Operations / Corporate:
|
|
|
|
||||
Buildings
|
$
|
189,009
|
|
|
$
|
186,664
|
|
Machinery and equipment
|
231,849
|
|
|
233,025
|
|
||
Land
|
5,372
|
|
|
5,285
|
|
||
Construction in process
|
3,437
|
|
|
1,818
|
|
||
|
429,667
|
|
|
426,792
|
|
||
Less accumulated depreciation
|
(276,537
|
)
|
|
(264,257
|
)
|
||
Property, plant and equipment, net
|
$
|
153,130
|
|
|
$
|
162,535
|
|
Railcar Leasing:
|
|
|
|
||||
Railcars on lease
|
$
|
1,231,158
|
|
|
$
|
1,159,868
|
|
Less accumulated depreciation
|
(153,390
|
)
|
|
(123,454
|
)
|
||
Railcars on lease, net
|
$
|
1,077,768
|
|
|
$
|
1,036,414
|
|
Remaining 3 months of 2018
|
$
|
31,994
|
|
2019
|
113,586
|
|
|
2020
|
79,997
|
|
|
2021
|
61,449
|
|
|
2022
|
41,729
|
|
|
2023 and thereafter
|
95,799
|
|
|
Total
|
424,554
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Total depreciation expense
|
$
|
15,760
|
|
|
$
|
14,572
|
|
|
$
|
46,333
|
|
|
$
|
42,746
|
|
Depreciation expense on leased railcars
|
$
|
10,377
|
|
|
$
|
8,964
|
|
|
$
|
29,966
|
|
|
$
|
25,859
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(in thousands)
|
||||||
Carrying amount of investments in and loans to joint ventures
|
|
|
|
||||
Ohio Castings
|
$
|
5,680
|
|
|
$
|
6,202
|
|
Axis
|
14,646
|
|
|
16,369
|
|
||
Total investments in and loans to joint ventures
|
$
|
20,326
|
|
|
$
|
22,571
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Results of operations
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
4,469
|
|
Gross loss
|
$
|
(387
|
)
|
|
$
|
(396
|
)
|
|
$
|
(1,299
|
)
|
|
$
|
(2,795
|
)
|
Net loss
|
$
|
(618
|
)
|
|
$
|
(712
|
)
|
|
$
|
(1,569
|
)
|
|
$
|
(3,179
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Results of operations
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
13,391
|
|
|
$
|
10,432
|
|
|
$
|
39,532
|
|
|
$
|
35,887
|
|
Gross profit
|
$
|
1,928
|
|
|
$
|
1,448
|
|
|
$
|
8,082
|
|
|
$
|
8,644
|
|
Net earnings
|
$
|
1,369
|
|
|
$
|
688
|
|
|
$
|
6,274
|
|
|
$
|
6,180
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Liability, beginning of period
|
$
|
8,388
|
|
|
$
|
3,006
|
|
|
$
|
8,838
|
|
|
$
|
2,439
|
|
Provision for warranties issued during the period, net of adjustments
|
506
|
|
|
120
|
|
|
869
|
|
|
354
|
|
||||
Adjustments to warranties issued during previous periods
|
91
|
|
|
658
|
|
|
(332
|
)
|
|
1,578
|
|
||||
Warranty claims
|
(63
|
)
|
|
(113
|
)
|
|
(453
|
)
|
|
(700
|
)
|
||||
Liability, end of period
|
$
|
8,922
|
|
|
$
|
3,671
|
|
|
$
|
8,922
|
|
|
$
|
3,671
|
|
Remaining 3 months of 2018
|
$
|
15,403
|
|
2019
|
50,783
|
|
|
2020
|
30,607
|
|
|
2021
|
20,037
|
|
|
2022
|
11,384
|
|
|
2023 and thereafter
|
10,852
|
|
|
Total
|
$
|
139,066
|
|
Remaining 3 months of 2018
|
$
|
6,427
|
|
2019
|
25,507
|
|
|
2020
|
26,355
|
|
|
2021
|
26,358
|
|
|
2022
|
25,852
|
|
|
2023 and thereafter
|
420,764
|
|
|
Total
|
$
|
531,263
|
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Service cost
|
$
|
85
|
|
|
$
|
88
|
|
|
$
|
254
|
|
|
$
|
265
|
|
Interest cost
|
210
|
|
|
235
|
|
|
631
|
|
|
706
|
|
||||
Expected return on plan assets
|
(281
|
)
|
|
(283
|
)
|
|
(843
|
)
|
|
(848
|
)
|
||||
Amortization of net actuarial loss/prior service cost
|
46
|
|
|
184
|
|
|
137
|
|
|
552
|
|
||||
Net periodic cost recognized
|
$
|
60
|
|
|
$
|
224
|
|
|
$
|
179
|
|
|
$
|
675
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Share-based compensation expense (income)
|
|
|
|
|
|
|
|
||||||||
Cost of revenues: Manufacturing
|
$
|
165
|
|
|
$
|
23
|
|
|
$
|
168
|
|
|
$
|
(12
|
)
|
Cost of revenues: Railcar services
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Selling, general and administrative
|
1,298
|
|
|
223
|
|
|
1,249
|
|
|
(211
|
)
|
||||
Total share-based compensation expense (income)
|
$
|
1,463
|
|
|
$
|
246
|
|
|
$
|
1,417
|
|
|
$
|
(226
|
)
|
|
Accumulated
Currency
Translation
|
|
Accumulated
Postretirement
Transactions
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||
|
(in thousands)
|
||||||||||
Balance December 31, 2017
|
$
|
(838
|
)
|
|
$
|
(3,872
|
)
|
|
$
|
(4,710
|
)
|
Currency translation
|
(564
|
)
|
|
—
|
|
|
(564
|
)
|
|||
Reclassifications related to pension plans, net of tax effect of $28 (1)
|
—
|
|
|
84
|
|
|
84
|
|
|||
Balance September 30, 2018
|
$
|
(1,402
|
)
|
|
$
|
(3,788
|
)
|
|
$
|
(5,190
|
)
|
(1)—
|
These accumulated other comprehensive income components relate to amortization of actuarial loss/(gain) and prior period service costs/(benefits) and are included in the computation of net periodic costs for our pension plans. See Note 11 for further details and pre-tax amounts.
|
|
Three Months Ended September 30, 2018
|
||||||||||||||
|
Revenues
|
|
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Earnings (Loss) from Operations
|
||||||||
|
(in thousands)
|
||||||||||||||
Manufacturing
|
$
|
40,766
|
|
|
$
|
39,783
|
|
|
$
|
80,549
|
|
|
$
|
(1,894
|
)
|
Railcar leasing (1)
|
32,427
|
|
|
—
|
|
|
32,427
|
|
|
26,640
|
|
||||
Railcar services
|
26,791
|
|
|
852
|
|
|
27,643
|
|
|
2,731
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,705
|
)
|
||||
Eliminations
|
—
|
|
|
(40,635
|
)
|
|
(40,635
|
)
|
|
122
|
|
||||
Total Consolidated
|
$
|
99,984
|
|
|
$
|
—
|
|
|
$
|
99,984
|
|
|
$
|
21,894
|
|
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended September 30, 2017
|
||||||||||||||
|
Revenues
|
|
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Earnings (Loss) from Operations
|
||||||||
|
(in thousands)
|
||||||||||||||
Manufacturing
|
$
|
68,442
|
|
|
$
|
33,625
|
|
|
$
|
102,067
|
|
|
$
|
3,733
|
|
Railcar leasing
|
33,440
|
|
|
—
|
|
|
33,440
|
|
|
19,029
|
|
||||
Railcar services
|
18,864
|
|
|
976
|
|
|
19,840
|
|
|
1,941
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,603
|
)
|
||||
Eliminations
|
—
|
|
|
(34,601
|
)
|
|
(34,601
|
)
|
|
(553
|
)
|
||||
Total Consolidated
|
$
|
120,746
|
|
|
$
|
—
|
|
|
$
|
120,746
|
|
|
$
|
19,547
|
|
|
|
|
|
|
|
|
|
||||||||
|
Nine Months Ended September 30, 2018
|
||||||||||||||
|
Revenues
|
|
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Earnings (Loss) from Operations
|
||||||||
|
(in thousands)
|
||||||||||||||
Manufacturing
|
$
|
194,347
|
|
|
$
|
62,837
|
|
|
$
|
257,184
|
|
|
$
|
4,784
|
|
Railcar leasing (1)
|
101,352
|
|
|
—
|
|
|
101,352
|
|
|
58,054
|
|
||||
Railcar services
|
67,051
|
|
|
5,063
|
|
|
72,114
|
|
|
7,412
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,016
|
)
|
||||
Eliminations
|
—
|
|
|
(67,900
|
)
|
|
(67,900
|
)
|
|
4,062
|
|
||||
Total Consolidated
|
$
|
362,750
|
|
|
$
|
—
|
|
|
$
|
362,750
|
|
|
$
|
60,296
|
|
|
|
|
|
|
|
|
|
||||||||
|
Nine Months Ended September 30, 2017
|
||||||||||||||
|
Revenues
|
|
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Earnings (Loss) from Operations
|
||||||||
|
(in thousands)
|
||||||||||||||
Manufacturing
|
$
|
184,255
|
|
|
$
|
149,171
|
|
|
$
|
333,426
|
|
|
$
|
20,183
|
|
Railcar leasing
|
100,992
|
|
|
—
|
|
|
100,992
|
|
|
56,529
|
|
||||
Railcar services
|
59,200
|
|
|
3,191
|
|
|
62,391
|
|
|
6,986
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,828
|
)
|
||||
Eliminations
|
—
|
|
|
(152,362
|
)
|
|
(152,362
|
)
|
|
(6,258
|
)
|
||||
Total Consolidated
|
$
|
344,447
|
|
|
$
|
—
|
|
|
$
|
344,447
|
|
|
$
|
63,612
|
|
(1)—
|
The earnings from operations for the leasing segment include the impact of a gain recorded for a customer's early lease termination payment. The impact of this gain on the leasing segment operating earnings was $10.1 million for the three and nine months ended September 30, 2018, respectively, and zero for the same periods in 2017.
The earnings from operations for the leasing segment also include the impact of an impairment loss recognized on certain railcars within the Company's lease fleet. The impact of the impairment loss was zero and $(3.6) million, net of an intercompany elimination of $8.0 million, for the three and nine months ended September 30, 2018, respectively, and zero for the same periods in 2017.
|
Total Assets
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(in thousands)
|
||||||
Manufacturing
|
$
|
223,949
|
|
|
$
|
212,508
|
|
Railcar leasing
|
1,415,264
|
|
|
1,375,315
|
|
||
Railcar services
|
69,032
|
|
|
59,814
|
|
||
Corporate/Eliminations
|
(210,409
|
)
|
|
(174,211
|
)
|
||
Total Consolidated
|
$
|
1,497,836
|
|
|
$
|
1,473,426
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Manufacturing
|
2.6
|
%
|
|
0.2
|
%
|
|
0.7
|
%
|
|
0.1
|
%
|
Railcar leasing
|
0.4
|
%
|
|
0.2
|
%
|
|
0.3
|
%
|
|
0.2
|
%
|
Railcar services
|
—
|
%
|
|
1.0
|
%
|
|
—
|
%
|
|
3.4
|
%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Manufacturing revenues from significant customers
|
—
|
%
|
|
34.7
|
%
|
|
26.9
|
%
|
|
13.9
|
%
|
•
|
risks relating to our recently announced merger including, but not limited to, risks related to the satisfaction of the conditions to closing the transaction (including the expiration of the waiting period under the HSR Act) in the anticipated timeframe or at all; the ability to realize the anticipated benefits of the transaction; potential negative effects of this announcement on the market price of our common stock; the outcome of any regulatory actions or legal proceedings that may be instituted against the Company or others related to the proposed transaction; and the ability to retain certain key employees of the Company;
|
•
|
the health of and prospects for the overall railcar industry;
|
•
|
our prospects in light of the cyclical nature of our business;
|
•
|
our ability to recruit, retain and train qualified personnel;
|
•
|
the risk of being unable to market or re-market railcars for sale or lease at favorable prices or on favorable terms or at all;
|
•
|
the highly competitive nature of the manufacturing, railcar leasing and railcar services industries;
|
•
|
the risks associated with ongoing compliance with transportation, environmental, health, safety, and regulatory laws and regulations, which may be subject to change;
|
•
|
the impact, costs and expenses of any warranty claims to which we may be subject now or in the future;
|
•
|
risks relating to our compliance with, and any developments related to, the FRA Directive and the settlement agreement related thereto;
|
•
|
the impact of policies and priorities of certain governments, or other issues, that may cause trade and market conditions that result in fluctuations in the supply and costs of raw materials, including steel and railcar components, or delays in the delivery of such raw materials and components, and their impact on customer demand, our ability to deliver products and services, and our margin;
|
•
|
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;
|
•
|
our ability to manage overhead and variations in production rates;
|
•
|
our reliance upon a small number of customers that represent a large percentage of our revenues and backlog;
|
•
|
the conversion of our railcar backlog into revenues equal to our reported estimated backlog value;
|
•
|
fluctuations in commodity prices, including oil and gas;
|
•
|
the risks associated with our current operations and joint ventures, including anticipated capital needs and production capabilities;
|
•
|
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 impact, costs and expenses of any litigation to which we may be subject now or in the future;
|
•
|
risks relating to the transition of the management of our railcar leasing business from ARL to in-house following the ARL Sale;
|
•
|
risks related to the loss of executive officers;
|
•
|
the sufficiency of our liquidity and capital resources, including long-term capital needs to support the growth of our lease fleet and the conversion of our backlog into shipments;
|
•
|
the risks related to our and our subsidiaries' indebtedness and compliance with covenants contained in our and our subsidiaries' financing arrangements;
|
•
|
uncertainties regarding the 2017 Tax Act or other changes in our tax provisions or positions;
|
•
|
the integration with other systems and ongoing management of our enterprise resource planning system
|
|
Three Months Ended
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||
|
September 30,
|
|
$
|
|
%
|
|
September 30,
|
|
$
|
|
%
|
||||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
|
Change
|
||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Manufacturing
|
$
|
40,766
|
|
|
$
|
68,442
|
|
|
$
|
(27,676
|
)
|
|
(40.4
|
)
|
|
$
|
194,347
|
|
|
$
|
184,255
|
|
|
$
|
10,092
|
|
|
5.5
|
|
Railcar leasing
|
32,427
|
|
|
33,440
|
|
|
(1,013
|
)
|
|
(3.0
|
)
|
|
101,352
|
|
|
100,992
|
|
|
360
|
|
|
0.4
|
|
||||||
Railcar services
|
26,791
|
|
|
18,864
|
|
|
7,927
|
|
|
42.0
|
|
|
67,051
|
|
|
59,200
|
|
|
7,851
|
|
|
13.3
|
|
||||||
Total revenues
|
$
|
99,984
|
|
|
$
|
120,746
|
|
|
$
|
(20,762
|
)
|
|
(17.2
|
)
|
|
$
|
362,750
|
|
|
$
|
344,447
|
|
|
$
|
18,303
|
|
|
5.3
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Manufacturing
|
$
|
(42,117
|
)
|
|
$
|
(64,235
|
)
|
|
$
|
22,118
|
|
|
(34.4
|
)
|
|
$
|
(184,507
|
)
|
|
$
|
(169,915
|
)
|
|
$
|
(14,592
|
)
|
|
8.6
|
|
Other operating income (loss)
|
(15
|
)
|
|
(924
|
)
|
|
909
|
|
|
*
|
|
|
29
|
|
|
140
|
|
|
(111
|
)
|
|
*
|
|
||||||
Railcar leasing
|
(12,491
|
)
|
|
(10,856
|
)
|
|
(1,635
|
)
|
|
15.1
|
|
|
(38,871
|
)
|
|
(34,532
|
)
|
|
(4,339
|
)
|
|
12.6
|
|
||||||
Railcar services
|
(22,892
|
)
|
|
(16,023
|
)
|
|
(6,869
|
)
|
|
42.9
|
|
|
(56,897
|
)
|
|
(49,559
|
)
|
|
(7,338
|
)
|
|
14.8
|
|
||||||
Total cost of revenues
|
$
|
(77,515
|
)
|
|
$
|
(92,038
|
)
|
|
$
|
14,523
|
|
|
(15.8
|
)
|
|
$
|
(280,246
|
)
|
|
$
|
(253,866
|
)
|
|
$
|
(26,380
|
)
|
|
10.4
|
|
Selling, general and administrative
|
(10,993
|
)
|
|
(9,263
|
)
|
|
(1,730
|
)
|
|
18.7
|
|
|
(29,349
|
)
|
|
(27,084
|
)
|
|
(2,265
|
)
|
|
8.4
|
|
||||||
Net gains on disposition of leased railcars
|
272
|
|
|
102
|
|
|
170
|
|
|
*
|
|
|
549
|
|
|
115
|
|
|
434
|
|
|
*
|
|
||||||
Loss on asset impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
(3,554
|
)
|
|
—
|
|
|
(3,554
|
)
|
|
*
|
|
||||||
Gain on early lease termination
|
$
|
10,146
|
|
|
$
|
—
|
|
|
10,146
|
|
|
*
|
|
|
$
|
10,146
|
|
|
$
|
—
|
|
|
10,146
|
|
|
*
|
|
||
Earnings from operations
|
$
|
21,894
|
|
|
$
|
19,547
|
|
|
$
|
2,347
|
|
|
12.0
|
|
|
$
|
60,296
|
|
|
$
|
63,612
|
|
|
$
|
(3,316
|
)
|
|
(5.2
|
)
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||
Ohio Castings
|
$
|
(206
|
)
|
|
$
|
(237
|
)
|
|
$
|
31
|
|
|
$
|
(523
|
)
|
|
$
|
(1,059
|
)
|
|
$
|
536
|
|
Axis
|
574
|
|
|
469
|
|
|
105
|
|
|
2,769
|
|
|
2,637
|
|
|
132
|
|
||||||
Total Earnings from Joint Ventures
|
$
|
368
|
|
|
$
|
232
|
|
|
$
|
136
|
|
|
$
|
2,246
|
|
|
$
|
1,578
|
|
|
$
|
668
|
|
|
Three Months Ended September 30,
|
|
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
|
||||||||||||||||||||||
|
(in thousands)
|
|
|
||||||||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
External
|
|
Intersegment
|
|
Total
|
|
Change
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Manufacturing
|
$
|
40,766
|
|
|
$
|
39,783
|
|
|
$
|
80,549
|
|
|
$
|
68,442
|
|
|
$
|
33,625
|
|
|
$
|
102,067
|
|
|
$
|
(21,518
|
)
|
Railcar leasing
|
32,427
|
|
|
—
|
|
|
32,427
|
|
|
33,440
|
|
|
—
|
|
|
33,440
|
|
|
(1,013
|
)
|
|||||||
Railcar services
|
26,791
|
|
|
852
|
|
|
27,643
|
|
|
18,864
|
|
|
976
|
|
|
19,840
|
|
|
7,803
|
|
|||||||
Eliminations
|
—
|
|
|
(40,635
|
)
|
|
(40,635
|
)
|
|
—
|
|
|
(34,601
|
)
|
|
(34,601
|
)
|
|
(6,034
|
)
|
|||||||
Total Consolidated
|
$
|
99,984
|
|
|
$
|
—
|
|
|
$
|
99,984
|
|
|
$
|
120,746
|
|
|
$
|
—
|
|
|
$
|
120,746
|
|
|
$
|
(20,762
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Nine Months Ended September 30,
|
|
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
|
||||||||||||||||||||||
|
(in thousands)
|
|
|
||||||||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
External
|
|
Intersegment
|
|
Total
|
|
Change
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Manufacturing
|
$
|
194,347
|
|
|
$
|
62,837
|
|
|
257,184
|
|
|
$
|
184,255
|
|
|
$
|
149,171
|
|
|
$
|
333,426
|
|
|
$
|
(76,242
|
)
|
|
Railcar leasing
|
101,352
|
|
|
—
|
|
|
101,352
|
|
|
100,992
|
|
|
—
|
|
|
100,992
|
|
|
360
|
|
|||||||
Railcar services
|
67,051
|
|
|
5,063
|
|
|
72,114
|
|
|
59,200
|
|
|
3,191
|
|
|
62,391
|
|
|
9,723
|
|
|||||||
Eliminations
|
—
|
|
|
(67,900
|
)
|
|
(67,900
|
)
|
|
—
|
|
|
(152,362
|
)
|
|
(152,362
|
)
|
|
84,462
|
|
|||||||
Total Consolidated
|
$
|
362,750
|
|
|
$
|
—
|
|
|
$
|
362,750
|
|
|
$
|
344,447
|
|
|
$
|
—
|
|
|
$
|
344,447
|
|
|
$
|
18,303
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
||||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||
Earnings (Loss) from Operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Manufacturing
|
$
|
(1,894
|
)
|
|
$
|
3,733
|
|
|
$
|
(5,627
|
)
|
|
$
|
4,784
|
|
|
$
|
20,183
|
|
|
$
|
(15,399
|
)
|
Railcar leasing (1)
|
26,640
|
|
|
19,029
|
|
|
7,611
|
|
|
58,054
|
|
|
56,529
|
|
|
1,525
|
|
||||||
Railcar services
|
2,731
|
|
|
1,941
|
|
|
790
|
|
|
7,412
|
|
|
6,986
|
|
|
426
|
|
||||||
Corporate
|
(5,705
|
)
|
|
(4,603
|
)
|
|
(1,102
|
)
|
|
(14,016
|
)
|
|
(13,828
|
)
|
|
(188
|
)
|
||||||
Eliminations
|
122
|
|
|
(553
|
)
|
|
675
|
|
|
4,062
|
|
|
(6,258
|
)
|
|
10,320
|
|
||||||
Total Consolidated
|
$
|
21,894
|
|
|
$
|
19,547
|
|
|
$
|
2,347
|
|
|
$
|
60,296
|
|
|
$
|
63,612
|
|
|
$
|
(3,316
|
)
|
(1)—
|
The earnings from operations for the leasing segment include the impact of a gain recorded for a customer's early lease termination payment. The impact of this gain on the leasing segment operating earnings was $10.1 million for the three and nine months ended September 30, 2018, respectively, and zero for the same periods in 2017.
The earnings from operations for the leasing segment also include the impact of an impairment loss recognized on certain railcars within the Company's lease fleet. The impact of the impairment loss was zero and $(3.6) million, net of an intercompany elimination of $8.0 million, for the three and nine months ended September 30, 2018, respectively, and zero for the same periods in 2017.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Segment Operating Margins
|
|
|
|
|
|
|
|
||||
Manufacturing
|
(2.4
|
)%
|
|
3.7
|
%
|
|
1.9
|
%
|
|
6.1
|
%
|
Railcar leasing (1)
|
82.2
|
%
|
|
56.9
|
%
|
|
57.3
|
%
|
|
56.0
|
%
|
Railcar services
|
9.9
|
%
|
|
9.8
|
%
|
|
10.3
|
%
|
|
11.2
|
%
|
(1)—
|
The leasing segment operating margins include the impact of a gain recorded for a customer's early lease termination payment. The impact of this gain on the leasing segment operating margins was 31.3% and 10.0% for the three and nine months ended September 30, 2018, respectively, and zero for the same periods in 2017.
The leasing segment operating margins include the impact of an impairment loss recognized on certain railcars within the Company's lease fleet. The impact of the impairment loss on the leasing segment operating margins was zero and (3.5)% for the three and nine months ended September 30, 2018, respectively, and zero for the same periods in 2017.
|
|
Nine Months Ended
September 30, |
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
|
(in thousands)
|
|
|
||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
90,897
|
|
|
$
|
91,096
|
|
|
$
|
(199
|
)
|
Investing activities
|
(74,608
|
)
|
|
(121,818
|
)
|
|
47,210
|
|
|||
Financing activities
|
(42,063
|
)
|
|
(42,002
|
)
|
|
(61
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(86
|
)
|
|
156
|
|
|
(242
|
)
|
|||
Net decrease in cash, cash equivalents, and restricted cash
|
$
|
(25,860
|
)
|
|
$
|
(72,568
|
)
|
|
$
|
46,708
|
|
•
|
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 following 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.
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
|
Agreement and Plan of Merger, dated as of October 22, 2018, by and between STL Parent Corp. and American Railcar Industries, Inc. (incorporated by reference to exhibit 2.1 of the Company's Current Report on Form 8-K dated October 22, 2018).
|
|
|
|
|
|
Long-term Supply Agreement by and between American Railcar Industries, Inc. and GATX Corporation, dated July 30, 2018. †
|
|
|
|
|
|
Rule 13a-14(a), 15d-14(a) Certification of the Chief Executive Officer*
|
|
|
|
|
|
Rule 13a-14(a), 15d-14(a) Certification of the Chief Financial Officer*
|
|
|
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
|
|
|
|
101.INS
|
|
XBRL Instance Document*
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document*
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document*
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document*
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document*
|
*
|
Filed herewith
|
**
|
Furnished 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.
|
|
|
AMERICAN RAILCAR INDUSTRIES, INC.
|
||
|
|
|
|
|
Date:
|
October 30, 2018
|
By:
|
|
/s/ John O'Bryan
|
|
|
|
|
John O'Bryan, President and Chief Executive Officer
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke M. Williams
|
|
|
|
|
Luke M. Williams, Senior Vice President, Chief Financial Officer and Treasurer
|
1 Year American Railcar Chart |
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