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;
|
•
|
fluctuations in commodity prices, including oil and gas;
|
•
|
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;
|
•
|
our ability to manage overhead and variations in production rates;
|
•
|
our ability to recruit, retain and train adequate numbers of qualified personnel;
|
•
|
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 impact of an economic downturn, adverse market conditions and restricted credit markets;
|
•
|
the ongoing benefits and 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 risk of being unable to market or remarket railcars for sale or lease at favorable prices or on favorable terms or at all;
|
•
|
the sufficiency of our liquidity and capital resources, including long-term capital needs to further support the growth of our lease fleet;
|
•
|
the impact, costs and expenses of any litigation we may be subject to now or in the future;
|
•
|
the risks associated with ongoing compliance with environmental, health, safety, and regulatory laws and regulations, which may be subject to change;
|
•
|
the conversion of our railcar backlog into revenues;
|
•
|
the risks associated with our current joint ventures and anticipated capital needs of, and production at our joint ventures;
|
•
|
the risks, impact and anticipated benefits associated with potential joint ventures, acquisitions or new business endeavors;
|
•
|
the implementation, 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.
|
||
|
|
|
SIGNATURES
|
|
2014
|
|
2013
|
||||
Railcar backlog at January 1
|
8,560
|
|
|
7,060
|
|
||
New railcars delivered
|
(8,018
|
)
|
|
(6,900
|
)
|
||
New railcar orders
|
11,190
|
|
|
8,400
|
|
||
Railcar backlog at December 31
|
11,732
|
|
|
8,560
|
|
||
Estimated railcar backlog value at end of period (in thousands)
(1)
|
$
|
1,223,133
|
|
|
$
|
1,040,067
|
|
(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.
|
•
|
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;
|
•
|
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, even if possible.
|
Location
|
|
Leased or Owned
|
|
Lease Expiration Date
|
Paragould, Arkansas
|
|
Owned
|
|
N/A
|
|
|
|
|
|
Marmaduke, Arkansas
|
|
Owned
|
|
N/A
|
|
|
|
|
|
Jackson, Missouri
|
|
Owned
|
|
N/A
|
|
|
|
|
|
Kennett, Missouri
|
|
Owned
|
|
N/A
|
|
|
|
|
|
Longview, Texas
|
|
Owned
|
|
N/A
|
|
|
|
|
|
St. Charles, Missouri
|
|
Leased
|
|
12/31/2015
|
|
Prices
|
||||||
|
High
|
|
Low
|
||||
Year Ended December 31, 2014
|
|
|
|
||||
Quarter ended March 31, 2014
|
$
|
74.93
|
|
|
$
|
42.85
|
|
Quarter ended June 30, 2014
|
70.48
|
|
|
55.73
|
|
||
Quarter ended September 30, 2014
|
82.22
|
|
|
65.49
|
|
||
Quarter ended December 31, 2014
|
73.24
|
|
|
48.11
|
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2013
|
|
|
|
||||
Quarter ended March 31, 2013
|
$
|
46.74
|
|
|
$
|
32.18
|
|
Quarter ended June 30, 2013
|
44.25
|
|
|
30.39
|
|
||
Quarter ended September 30, 2013
|
39.23
|
|
|
31.39
|
|
||
Quarter ended December 31, 2013
|
47.87
|
|
|
38.88
|
|
|
Years ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated statement of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Manufacturing (1)
|
$
|
600,326
|
|
|
$
|
646,100
|
|
|
$
|
633,547
|
|
|
$
|
453,092
|
|
|
$
|
205,331
|
|
Railcar leasing
|
65,108
|
|
|
31,871
|
|
|
13,444
|
|
|
1,075
|
|
|
763
|
|
|||||
Railcar services (2)
|
67,572
|
|
|
72,621
|
|
|
64,732
|
|
|
65,218
|
|
|
67,469
|
|
|||||
Total revenues
|
733,006
|
|
|
750,592
|
|
|
711,723
|
|
|
519,385
|
|
|
273,563
|
|
|||||
Cost of revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Manufacturing
|
(455,547
|
)
|
|
(503,178
|
)
|
|
(506,083
|
)
|
|
(410,308
|
)
|
|
(209,889
|
)
|
|||||
Railcar leasing
|
(23,733
|
)
|
|
(13,394
|
)
|
|
(5,906
|
)
|
|
(682
|
)
|
|
(380
|
)
|
|||||
Railcar services
|
(54,386
|
)
|
|
(55,408
|
)
|
|
(51,383
|
)
|
|
(50,599
|
)
|
|
(54,353
|
)
|
|||||
Total cost of revenues
|
(533,666
|
)
|
|
(571,980
|
)
|
|
(563,372
|
)
|
|
(461,589
|
)
|
|
(264,622
|
)
|
|||||
Gross profit
|
199,340
|
|
|
178,612
|
|
|
148,351
|
|
|
57,796
|
|
|
8,941
|
|
|||||
Selling, general and administrative
|
(29,420
|
)
|
|
(27,705
|
)
|
|
(26,931
|
)
|
|
(25,047
|
)
|
|
(25,591
|
)
|
|||||
Net gains on disposition of leased railcars
|
138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Earnings (loss) from operations
|
170,058
|
|
|
150,907
|
|
|
121,420
|
|
|
32,749
|
|
|
(16,650
|
)
|
|||||
Interest income (3)
|
2,517
|
|
|
2,716
|
|
|
3,003
|
|
|
3,654
|
|
|
3,519
|
|
|||||
Interest expense
|
(7,622
|
)
|
|
(7,337
|
)
|
|
(17,765
|
)
|
|
(20,291
|
)
|
|
(21,275
|
)
|
|||||
Loss on debt extinguishment
|
(1,896
|
)
|
|
(392
|
)
|
|
(2,267
|
)
|
|
—
|
|
|
—
|
|
|||||
Other (loss) income
|
(20
|
)
|
|
2,037
|
|
|
1,905
|
|
|
(10
|
)
|
|
394
|
|
|||||
Earnings (loss) from joint ventures
|
1,570
|
|
|
(8,595
|
)
|
|
(451
|
)
|
|
(7,900
|
)
|
|
(7,789
|
)
|
|||||
Earnings (loss) before income taxes
|
164,607
|
|
|
139,336
|
|
|
105,845
|
|
|
8,202
|
|
|
(41,801
|
)
|
|||||
Income tax (expense) benefit
|
(65,074
|
)
|
|
(52,440
|
)
|
|
(42,022
|
)
|
|
(3,866
|
)
|
|
14,795
|
|
|||||
Net earnings (loss)
|
$
|
99,533
|
|
|
$
|
86,896
|
|
|
$
|
63,823
|
|
|
$
|
4,336
|
|
|
$
|
(27,006
|
)
|
Net earnings (loss) per common share—basic & diluted
|
$
|
4.66
|
|
|
$
|
4.07
|
|
|
$
|
2.99
|
|
|
$
|
0.20
|
|
|
$
|
(1.27
|
)
|
Weighted average common shares outstanding—basic & diluted
|
21,352
|
|
|
21,352
|
|
|
21,352
|
|
|
21,352
|
|
|
21,302
|
|
|||||
Dividends declared per common share
|
$
|
1.60
|
|
|
$
|
1.00
|
|
|
$
|
0.25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Consolidated balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
88,109
|
|
|
$
|
97,252
|
|
|
$
|
205,045
|
|
|
$
|
307,172
|
|
|
$
|
318,758
|
|
Net working capital
|
106,688
|
|
|
148,122
|
|
|
273,953
|
|
|
364,229
|
|
|
362,763
|
|
|||||
Property, plant and equipment, net
|
160,787
|
|
|
159,375
|
|
|
155,893
|
|
|
155,643
|
|
|
171,614
|
|
|||||
Railcars on leases, net
|
663,315
|
|
|
372,551
|
|
|
220,282
|
|
|
38,599
|
|
|
9,641
|
|
|||||
Total assets
|
1,192,409
|
|
|
825,609
|
|
|
809,758
|
|
|
703,770
|
|
|
654,367
|
|
|||||
Total liabilities
|
696,993
|
|
|
391,707
|
|
|
440,293
|
|
|
393,601
|
|
|
346,591
|
|
|||||
Total stockholders' equity
|
495,416
|
|
|
433,902
|
|
|
369,465
|
|
|
310,169
|
|
|
307,776
|
|
|||||
Consolidated cash flow data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
136,799
|
|
|
$
|
164,766
|
|
|
$
|
121,378
|
|
|
$
|
28,123
|
|
|
$
|
(12,141
|
)
|
Net cash used in investing activities
|
(323,200
|
)
|
|
(166,376
|
)
|
|
(214,397
|
)
|
|
(40,460
|
)
|
|
(16,692
|
)
|
|||||
Net cash provided by (used in) financing activities
|
177,479
|
|
|
(106,045
|
)
|
|
(9,130
|
)
|
|
756
|
|
|
294
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
(221
|
)
|
|
(138
|
)
|
|
22
|
|
|
(5
|
)
|
|
7
|
|
(1)
|
Includes revenues from affiliates of
$245.9 million
, $250.5 million, $103.7 million, $1.2 million and $81.9 million in 2014, 2013, 2012, 2011 and 2010, respectively.
|
(2)
|
Includes revenues from affiliates of
$19.3 million
, $17.2 million, $21.4 million, $24.7 million and $15.0 million in 2014, 2013, 2012, 2011 and 2010, respectively.
|
(3)
|
Includes income from related parties of
$2.4 million
, $2.7 million, $2.9 million, $2.8 million and $2.6 million in 2014, 2013, 2012, 2011 and 2010, respectively.
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs 2013
|
|
2013 vs 2012
|
|
2014 vs 2013
|
|
2013 vs 2012
|
||||||||||||
|
(in thousands)
|
|
(in %'s)
|
||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Manufacturing
|
$
|
600,326
|
|
|
$
|
646,100
|
|
|
$
|
633,547
|
|
|
$
|
(45,774
|
)
|
|
$
|
12,553
|
|
|
(7.1
|
)
|
|
2.0
|
|
Railcar leasing
|
65,108
|
|
|
31,871
|
|
|
13,444
|
|
|
33,237
|
|
|
18,427
|
|
|
104.3
|
|
|
137.1
|
|
|||||
Railcar services
|
67,572
|
|
|
72,621
|
|
|
64,732
|
|
|
(5,049
|
)
|
|
7,889
|
|
|
(7.0
|
)
|
|
12.2
|
|
|||||
Total revenues
|
733,006
|
|
|
750,592
|
|
|
711,723
|
|
|
(17,586
|
)
|
|
38,869
|
|
|
|
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Manufacturing
|
(455,547
|
)
|
|
(503,178
|
)
|
|
(506,083
|
)
|
|
47,631
|
|
|
2,905
|
|
|
(9.5
|
)
|
|
(0.6
|
)
|
|||||
Railcar leasing
|
(23,733
|
)
|
|
(13,394
|
)
|
|
(5,906
|
)
|
|
(10,339
|
)
|
|
(7,488
|
)
|
|
77.2
|
|
|
126.8
|
|
|||||
Railcar services
|
(54,386
|
)
|
|
(55,408
|
)
|
|
(51,383
|
)
|
|
1,022
|
|
|
(4,025
|
)
|
|
(1.8
|
)
|
|
7.8
|
|
|||||
Total cost of revenues
|
(533,666
|
)
|
|
(571,980
|
)
|
|
(563,372
|
)
|
|
38,314
|
|
|
(8,608
|
)
|
|
|
|
|
|||||||
Selling, general and administrative
|
(29,420
|
)
|
|
(27,705
|
)
|
|
(26,931
|
)
|
|
(1,715
|
)
|
|
(774
|
)
|
|
6.2
|
|
|
2.9
|
|
|||||
Net gains on disposition of leased railcars
|
138
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||||
Earnings from operations
|
170,058
|
|
|
150,907
|
|
|
121,420
|
|
|
19,151
|
|
|
29,487
|
|
|
|
|
|
|
|
*-
|
Not meaningful
|
|
|
|
|
|
|
|
$ Increase (Decrease)
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 vs 2013
|
|
2013 vs 2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Ohio Castings
|
$
|
1,815
|
|
|
$
|
357
|
|
|
$
|
1,280
|
|
|
$
|
1,458
|
|
|
$
|
(923
|
)
|
Axis
|
(245
|
)
|
|
(247
|
)
|
|
(685
|
)
|
|
$
|
2
|
|
|
$
|
438
|
|
|||
Amtek Railcar—India
|
—
|
|
|
(8,705
|
)
|
|
(1,046
|
)
|
|
$
|
8,705
|
|
|
$
|
(7,659
|
)
|
|||
Total Earnings (loss) from Joint Ventures
|
$
|
1,570
|
|
|
$
|
(8,595
|
)
|
|
$
|
(451
|
)
|
|
$
|
10,165
|
|
|
$
|
(8,144
|
)
|
|
Revenues
|
|
Earnings (Loss) from Operations
|
||||||||||||||||||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
$ Change
|
|
% Change
|
|
External
|
|
Intersegment
|
|
Total
|
|
$ Change
|
|
%
Change
|
||||||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Manufacturing
|
$
|
600,326
|
|
|
$
|
419,295
|
|
|
$
|
1,019,621
|
|
|
$
|
155,599
|
|
|
18.0
|
|
|
$
|
136,918
|
|
|
$
|
126,019
|
|
|
$
|
262,937
|
|
|
$
|
72,862
|
|
|
38.3
|
|
Railcar leasing
|
65,108
|
|
|
—
|
|
|
65,108
|
|
|
33,237
|
|
|
104.3
|
|
|
36,140
|
|
|
(50
|
)
|
|
36,090
|
|
|
21,214
|
|
|
142.6
|
|
||||||||
Railcar services
|
67,572
|
|
|
270
|
|
|
67,842
|
|
|
(5,012
|
)
|
|
(6.9
|
)
|
|
10,299
|
|
|
67
|
|
|
10,366
|
|
|
(3,959
|
)
|
|
(27.6
|
)
|
||||||||
Corporate/Eliminations
|
—
|
|
|
(419,565
|
)
|
|
(419,565
|
)
|
|
(201,410
|
)
|
|
92.3
|
|
|
(13,299
|
)
|
|
(126,036
|
)
|
|
(139,335
|
)
|
|
(70,966
|
)
|
|
103.8
|
|
||||||||
Total Consolidated
|
$
|
733,006
|
|
|
$
|
—
|
|
|
$
|
733,006
|
|
|
|
|
|
|
$
|
170,058
|
|
|
$
|
—
|
|
|
$
|
170,058
|
|
|
|
|
|
||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Manufacturing
|
$
|
646,100
|
|
|
$
|
217,922
|
|
|
$
|
864,022
|
|
|
$
|
10,976
|
|
|
1.3
|
|
|
$
|
135,454
|
|
|
$
|
54,621
|
|
|
$
|
190,075
|
|
|
$
|
34,090
|
|
|
21.9
|
|
Railcar leasing
|
31,871
|
|
|
—
|
|
|
31,871
|
|
|
18,427
|
|
|
137.1
|
|
|
14,836
|
|
|
40
|
|
|
14,876
|
|
|
7,476
|
|
|
101.0
|
|
||||||||
Railcar services
|
72,621
|
|
|
233
|
|
|
72,854
|
|
|
7,627
|
|
|
11.7
|
|
|
14,372
|
|
|
(47
|
)
|
|
14,325
|
|
|
3,706
|
|
|
34.9
|
|
||||||||
Corporate/Eliminations
|
—
|
|
|
(218,155
|
)
|
|
(218,155
|
)
|
|
1,839
|
|
|
(0.8
|
)
|
|
(13,755
|
)
|
|
(54,614
|
)
|
|
(68,369
|
)
|
|
(15,785
|
)
|
|
30.0
|
|
||||||||
Total Consolidated
|
$
|
750,592
|
|
|
$
|
—
|
|
|
$
|
750,592
|
|
|
|
|
|
|
$
|
150,907
|
|
|
$
|
—
|
|
|
$
|
150,907
|
|
|
|
|
|
||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Manufacturing
|
$
|
633,547
|
|
|
$
|
219,499
|
|
|
$
|
853,046
|
|
|
|
|
|
|
$
|
120,623
|
|
|
$
|
35,362
|
|
|
$
|
155,985
|
|
|
|
|
|
||||||
Railcar leasing
|
13,444
|
|
|
—
|
|
|
13,444
|
|
|
|
|
|
|
7,371
|
|
|
29
|
|
|
7,400
|
|
|
|
|
|
||||||||||||
Railcar services
|
64,732
|
|
|
495
|
|
|
65,227
|
|
|
|
|
|
|
10,718
|
|
|
(99
|
)
|
|
10,619
|
|
|
|
|
|
||||||||||||
Corporate/Eliminations
|
—
|
|
|
(219,994
|
)
|
|
(219,994
|
)
|
|
|
|
|
|
(17,292
|
)
|
|
(35,292
|
)
|
|
(52,584
|
)
|
|
|
|
|
||||||||||||
Total Consolidated
|
$
|
711,723
|
|
|
$
|
—
|
|
|
$
|
711,723
|
|
|
|
|
|
|
$
|
121,420
|
|
|
$
|
—
|
|
|
$
|
121,420
|
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Manufacturing
|
25.8
|
%
|
|
22.0
|
%
|
|
18.3
|
%
|
Railcar leasing
|
55.4
|
%
|
|
46.7
|
%
|
|
55.0
|
%
|
Railcar services
|
15.3
|
%
|
|
19.7
|
%
|
|
16.3
|
%
|
Total Consolidated
|
23.2
|
%
|
|
20.1
|
%
|
|
17.1
|
%
|
|
Year Ended
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Net cash (used in) provided by:
|
|
|
|
|
|
||||||
Operating activities
|
136,799
|
|
|
164,766
|
|
|
121,378
|
|
|||
Investing activities
|
(323,200
|
)
|
|
(166,376
|
)
|
|
(214,397
|
)
|
|||
Financing activities
|
177,479
|
|
|
(106,045
|
)
|
|
(9,130
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(221
|
)
|
|
(138
|
)
|
|
22
|
|
|||
Decrease in cash and cash equivalents
|
$
|
(9,143
|
)
|
|
$
|
(107,793
|
)
|
|
$
|
(102,127
|
)
|
|
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
|
$
|
8,865
|
|
|
$
|
1,641
|
|
|
$
|
2,138
|
|
|
$
|
1,849
|
|
|
$
|
3,237
|
|
LLI and LLII lease fleet financings
2
|
408,954
|
|
|
110,612
|
|
|
21,224
|
|
|
30,593
|
|
|
246,525
|
|
|||||
Interest Payments on LLI and LLII lease fleet financings
2, 3
|
31,923
|
|
|
7,186
|
|
|
12,695
|
|
|
11,596
|
|
|
446
|
|
|||||
Pension and Postretirement Funding
4
|
3,859
|
|
|
842
|
|
|
766
|
|
|
1,246
|
|
|
1,005
|
|
|||||
Capital Project Related
5
|
7,879
|
|
|
7,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
461,480
|
|
|
$
|
128,160
|
|
|
$
|
36,823
|
|
|
$
|
45,284
|
|
|
$
|
251,213
|
|
(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)
|
See Note 12 of the consolidated financial statements for further detail regarding the LLI and LLII lease fleet financings. In January 2015, we refinanced these facilities to, among other things, increase the aggregate principal amount thereunder to
$625.5 million
. The Notes have a legal final maturity date of January 17, 2045 and an expected principal repayment date of January 15, 2025.
|
(3)
|
The interest rate on the LLI and LLII lease fleet financings were LIBOR plus 2.0% and LIBOR plus 1.45%, respectively, as of December 31, 2014 and were payable monthly. At December 31, 2014 LIBOR was
0.17%
and was used to project interest payments into the future. The weighted average interest rate on the Notes entered into in January 2015 is
3.63%
and is payable monthly.
|
(4)
|
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.
|
(5)
|
Represents the costs for materials and to third parties related to various capital projects.
|
Change in Assumption
|
Effect on 2014 Pre-Tax
Pension Expense
|
|
Effect on December 31,
2014 Projected Benefit Obligation
|
||||
|
(in thousands)
|
||||||
1% decrease in discount rate
|
$
|
189
|
|
|
$
|
3,252
|
|
1% increase in discount rate
|
$
|
(253
|
)
|
|
$
|
(3,083
|
)
|
1% decrease in expected return on assets
|
$
|
173
|
|
|
N/A
|
|
|
1% increase in expected return on assets
|
$
|
(173
|
)
|
|
N/A
|
|
|
Page
|
Audited Consolidated Financial Statements of American Railcar Industries, Inc.
|
|
|
As of December 31,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
88,109
|
|
|
$
|
97,252
|
|
Restricted cash
|
7,178
|
|
|
3,908
|
|
||
Accounts receivable, net
|
33,618
|
|
|
21,939
|
|
||
Accounts receivable, due from related parties
|
33,027
|
|
|
16,402
|
|
||
Income taxes receivable
|
33,879
|
|
|
2,187
|
|
||
Inventories, net
|
117,007
|
|
|
90,185
|
|
||
Deferred tax assets
|
7,688
|
|
|
9,060
|
|
||
Prepaid expenses and other current assets
|
5,353
|
|
|
4,313
|
|
||
Total current assets
|
325,859
|
|
|
245,246
|
|
||
Property, plant and equipment, net
|
160,787
|
|
|
159,375
|
|
||
Railcars on leases, net
|
663,315
|
|
|
372,551
|
|
||
Deferred debt issuance costs, net
|
2,148
|
|
|
2,026
|
|
||
Goodwill
|
7,169
|
|
|
7,169
|
|
||
Investment in and loans to joint ventures
|
29,168
|
|
|
31,430
|
|
||
Other assets
|
3,963
|
|
|
7,812
|
|
||
Total assets
|
$
|
1,192,409
|
|
|
$
|
825,609
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
68,789
|
|
|
$
|
52,772
|
|
Accounts payable, due to related parties
|
2,793
|
|
|
1,410
|
|
||
Accrued expenses and taxes
|
5,208
|
|
|
7,231
|
|
||
Accrued compensation
|
15,046
|
|
|
16,071
|
|
||
Deferred revenue
|
16,723
|
|
|
12,985
|
|
||
Short-term debt, including current portion of long-term debt
|
110,612
|
|
|
6,655
|
|
||
Total current liabilities
|
219,171
|
|
|
97,124
|
|
||
Long-term debt, net of current portion
|
298,342
|
|
|
188,103
|
|
||
Deferred tax liability
|
168,349
|
|
|
99,212
|
|
||
Pension and post-retirement liabilities
|
8,544
|
|
|
4,718
|
|
||
Other liabilities
|
2,587
|
|
|
2,550
|
|
||
Total liabilities
|
696,993
|
|
|
391,707
|
|
||
Stockholders' equity:
|
|
|
|
||||
Common stock, $0.01 par value, 50,000,000 shares authorized, 21,352,297 shares issued and outstanding at both December 31, 2014 and 2013
|
213
|
|
|
213
|
|
||
Additional paid-in capital
|
239,609
|
|
|
239,609
|
|
||
Retained earnings
|
260,943
|
|
|
195,574
|
|
||
Accumulated other comprehensive loss
|
(5,349
|
)
|
|
(1,494
|
)
|
||
Total stockholders’ equity
|
495,416
|
|
|
433,902
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,192,409
|
|
|
$
|
825,609
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Manufacturing (including revenues from affiliates of $245,891, $250,455 and $103,679 in 2014, 2013 and 2012, respectively)
|
$
|
600,326
|
|
|
$
|
646,100
|
|
|
$
|
633,547
|
|
Railcar leasing
|
65,108
|
|
|
31,871
|
|
|
13,444
|
|
|||
Railcar services (including revenues from affiliates of $19,304, $17,167 and $21,442 in 2014, 2013 and 2012, respectively)
|
67,572
|
|
|
72,621
|
|
|
64,732
|
|
|||
Total revenues
|
733,006
|
|
|
750,592
|
|
|
711,723
|
|
|||
Cost of revenues:
|
|
|
|
|
|
||||||
Manufacturing
|
(455,547
|
)
|
|
(503,178
|
)
|
|
(506,083
|
)
|
|||
Railcar leasing
|
(23,733
|
)
|
|
(13,394
|
)
|
|
(5,906
|
)
|
|||
Railcar services
|
(54,386
|
)
|
|
(55,408
|
)
|
|
(51,383
|
)
|
|||
Total cost of revenues
|
(533,666
|
)
|
|
(571,980
|
)
|
|
(563,372
|
)
|
|||
Gross profit
|
199,340
|
|
|
178,612
|
|
|
148,351
|
|
|||
Selling, general and administrative
|
(29,420
|
)
|
|
(27,705
|
)
|
|
(26,931
|
)
|
|||
Net gains on disposition of leased railcars
|
138
|
|
|
—
|
|
|
—
|
|
|||
Earnings from operations
|
170,058
|
|
|
150,907
|
|
|
121,420
|
|
|||
Interest income (including income from related parties of $2,429, $2,678 and $2,902 in 2014, 2013 and 2012, respectively)
|
2,517
|
|
|
2,716
|
|
|
3,003
|
|
|||
Interest expense
|
(7,622
|
)
|
|
(7,337
|
)
|
|
(17,765
|
)
|
|||
Loss on debt extinguishment
|
(1,896
|
)
|
|
(392
|
)
|
|
(2,267
|
)
|
|||
Other (loss) income
|
(20
|
)
|
|
2,037
|
|
|
1,905
|
|
|||
Earnings (loss) from joint ventures
|
1,570
|
|
|
(8,595
|
)
|
|
(451
|
)
|
|||
Earnings before income taxes
|
164,607
|
|
|
139,336
|
|
|
105,845
|
|
|||
Income tax expense
|
(65,074
|
)
|
|
(52,440
|
)
|
|
(42,022
|
)
|
|||
Net earnings
|
$
|
99,533
|
|
|
$
|
86,896
|
|
|
$
|
63,823
|
|
Net earnings per common share—basic and diluted
|
$
|
4.66
|
|
|
$
|
4.07
|
|
|
$
|
2.99
|
|
Weighted average common shares outstanding—basic and diluted
|
21,352
|
|
|
21,352
|
|
|
21,352
|
|
|||
Cash dividends declared per common share
|
$
|
1.60
|
|
|
$
|
1.00
|
|
|
$
|
0.25
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net earnings
|
$
|
99,533
|
|
|
$
|
86,896
|
|
|
$
|
63,823
|
|
Currency translation
|
(1,035
|
)
|
|
(802
|
)
|
|
279
|
|
|||
Postretirement plans
|
(2,820
|
)
|
|
908
|
|
|
(681
|
)
|
|||
Short-term investments
|
—
|
|
|
(1,213
|
)
|
|
1,213
|
|
|||
Comprehensive income
|
$
|
95,678
|
|
|
$
|
85,789
|
|
|
$
|
64,634
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
99,533
|
|
|
$
|
86,896
|
|
|
$
|
63,823
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
34,212
|
|
|
27,712
|
|
|
23,850
|
|
|||
Amortization of deferred costs
|
549
|
|
|
633
|
|
|
605
|
|
|||
(Gain) loss on disposal of property, plant, equipment and leased railcars
|
(71
|
)
|
|
24
|
|
|
37
|
|
|||
Change in interest receivable, due from affiliates
|
—
|
|
|
—
|
|
|
292
|
|
|||
(Earnings) loss from joint ventures
|
(1,570
|
)
|
|
8,595
|
|
|
451
|
|
|||
Provision for deferred income taxes
|
72,369
|
|
|
39,707
|
|
|
37,113
|
|
|||
Provision for allowance for doubtful accounts receivable
|
1,064
|
|
|
48
|
|
|
90
|
|
|||
Item related to investing activities:
|
|
|
|
|
|
||||||
Realized and unrealized gains on short-term investments—available for sale securities
|
—
|
|
|
(141
|
)
|
|
(3,730
|
)
|
|||
Item related to financing activities:
|
|
|
|
|
|
||||||
Loss on debt extinguishment
|
1,896
|
|
|
392
|
|
|
2,267
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(12,779
|
)
|
|
14,077
|
|
|
(2,568
|
)
|
|||
Accounts receivable, due from affiliates
|
(16,703
|
)
|
|
(12,904
|
)
|
|
2,588
|
|
|||
Income taxes receivable
|
(31,576
|
)
|
|
(2,316
|
)
|
|
4,057
|
|
|||
Inventories, net
|
(26,935
|
)
|
|
19,819
|
|
|
(14,224
|
)
|
|||
Prepaid expenses and other current assets
|
(4,244
|
)
|
|
(398
|
)
|
|
621
|
|
|||
Accounts payable
|
16,034
|
|
|
(12,184
|
)
|
|
2,653
|
|
|||
Accounts payable, due to related parties
|
1,383
|
|
|
(1,421
|
)
|
|
2,031
|
|
|||
Accrued expenses and taxes
|
639
|
|
|
5,468
|
|
|
3,633
|
|
|||
Other
|
2,998
|
|
|
(9,241
|
)
|
|
(2,211
|
)
|
|||
Net cash provided by operating activities
|
136,799
|
|
|
164,766
|
|
|
121,378
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(20,070
|
)
|
|
(22,025
|
)
|
|
(19,962
|
)
|
|||
Capital expenditures—leased railcars
|
(307,680
|
)
|
|
(162,068
|
)
|
|
(185,918
|
)
|
|||
Proceeds from the sale of property, plant, equipment and leased railcars
|
800
|
|
|
54
|
|
|
259
|
|
|||
Purchase of short-term investments—available for sale securities
|
—
|
|
|
—
|
|
|
(40,334
|
)
|
|||
Proceeds from the sale of short-term investments—available for sale securities
|
—
|
|
|
12,699
|
|
|
31,506
|
|
|||
Proceeds from repayments of loans by joint ventures and sale of investment in joint venture
|
3,750
|
|
|
5,100
|
|
|
1,908
|
|
|||
Investments in and loans to joint ventures
|
—
|
|
|
(136
|
)
|
|
(1,856
|
)
|
|||
Net cash used in investing activities
|
(323,200
|
)
|
|
(166,376
|
)
|
|
(214,397
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Repayments of short-term and long-term debt
|
(204,486
|
)
|
|
(180,083
|
)
|
|
(100,000
|
)
|
|||
Proceeds from short-term and long-term debt
|
418,682
|
|
|
99,841
|
|
|
$
|
100,000
|
|
||
Change in interest reserve related to long-term debt
|
13
|
|
|
(3,908
|
)
|
|
—
|
|
|||
Premium paid on debt redemption
|
—
|
|
|
—
|
|
|
(1,875
|
)
|
|||
Payment of common stock dividends
|
(34,164
|
)
|
|
(21,352
|
)
|
|
(5,338
|
)
|
|||
Debt issuance costs
|
(2,566
|
)
|
|
(543
|
)
|
|
(1,917
|
)
|
|||
Net cash provided by (used in) financing activities
|
177,479
|
|
|
(106,045
|
)
|
|
(9,130
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(221
|
)
|
|
(138
|
)
|
|
22
|
|
|||
Decrease in cash and cash equivalents
|
(9,143
|
)
|
|
(107,793
|
)
|
|
(102,127
|
)
|
|||
Cash and cash equivalents at beginning of year
|
97,252
|
|
|
205,045
|
|
|
307,172
|
|
|||
Cash and cash equivalents at end of year
|
$
|
88,109
|
|
|
$
|
97,252
|
|
|
$
|
205,045
|
|
|
Retained
earnings
|
|
Common
Stock-
Shares
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
other
comprehensive
(loss) income
|
|
Total
stockholders' equity |
|||||||||||
Balance December 31, 2011
|
$
|
71,545
|
|
|
21,352
|
|
|
$
|
213
|
|
|
$
|
239,609
|
|
|
$
|
(1,198
|
)
|
|
$
|
310,169
|
|
Net earnings
|
63,823
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,823
|
|
|||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
279
|
|
|
279
|
|
|||||
Postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(681
|
)
|
|
(681
|
)
|
|||||
Short-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,213
|
|
|
1,213
|
|
|||||
Cash dividends declared
|
(5,338
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,338
|
)
|
|||||
Balance December 31, 2012
|
$
|
130,030
|
|
|
21,352
|
|
|
$
|
213
|
|
|
$
|
239,609
|
|
|
$
|
(387
|
)
|
|
$
|
369,465
|
|
Net earnings
|
86,896
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,896
|
|
|||||
Currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(802
|
)
|
|
(802
|
)
|
|||||
Postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
908
|
|
|
908
|
|
|||||
Short-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,213
|
)
|
|
(1,213
|
)
|
|||||
Cash dividends declared
|
(21,352
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,352
|
)
|
|||||
Balance December 31, 2013
|
$
|
195,574
|
|
|
21,352
|
|
|
$
|
213
|
|
|
$
|
239,609
|
|
|
$
|
(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
|
$
|
260,943
|
|
|
21,352
|
|
|
$
|
213
|
|
|
$
|
239,609
|
|
|
$
|
(5,349
|
)
|
|
$
|
495,416
|
|
•
|
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.
|
•
|
Term Loan fair value estimates are based upon estimates by various banks determined by trading levels on the date of measurement using a Level 2 fair value measurement as defined by U.S. GAAP under the fair value hierarchy. The fair value of the Term Loans outstanding was
$409.0 million
and
$194.8 million
as of
December 31, 2014
and
December 31, 2013
, 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,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Accounts receivable, gross
|
$
|
34,790
|
|
|
$
|
22,048
|
|
Less allowance for doubtful accounts
|
(1,172
|
)
|
|
(109
|
)
|
||
Total accounts receivable, net
|
$
|
33,618
|
|
|
$
|
21,939
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
78,924
|
|
|
$
|
63,319
|
|
Work-in-process
|
16,195
|
|
|
19,975
|
|
||
Finished products
|
24,441
|
|
|
9,205
|
|
||
Total inventories
|
119,560
|
|
|
92,499
|
|
||
Less reserves
|
(2,553
|
)
|
|
(2,314
|
)
|
||
Total inventories, net
|
$
|
117,007
|
|
|
$
|
90,185
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Operations / Corporate:
|
|
|
|
||||
Buildings
|
$
|
164,087
|
|
|
$
|
155,937
|
|
Machinery and equipment
|
196,768
|
|
|
186,844
|
|
||
Land
|
3,537
|
|
|
3,335
|
|
||
Construction in process
|
11,612
|
|
|
14,487
|
|
||
|
376,004
|
|
|
360,603
|
|
||
Less accumulated depreciation
|
(215,217
|
)
|
|
(201,228
|
)
|
||
Property, plant and equipment, net
|
$
|
160,787
|
|
|
$
|
159,375
|
|
Railcar Leasing:
|
|
|
|
||||
Railcars on leases
|
$
|
695,226
|
|
|
$
|
388,060
|
|
Less accumulated depreciation
|
(31,911
|
)
|
|
(15,509
|
)
|
||
Railcars on leases, net
|
$
|
663,315
|
|
|
$
|
372,551
|
|
2015
|
$
|
96,813
|
|
2016
|
95,096
|
|
|
2017
|
80,174
|
|
|
2018
|
66,736
|
|
|
2019
|
45,782
|
|
|
2020 and thereafter
|
41,353
|
|
|
Total
|
$
|
425,954
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Total depreciation expense
|
$
|
34,212
|
|
|
$
|
27,712
|
|
|
$
|
23,850
|
|
Depreciation expense on leased railcars
|
$
|
16,454
|
|
|
$
|
9,799
|
|
|
$
|
4,424
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Carrying amount of investments in and loans to joint ventures
|
|
|
|
||||
Ohio Castings
|
$
|
9,194
|
|
|
$
|
7,378
|
|
Axis
|
19,974
|
|
|
24,052
|
|
||
Total investments in and loans to joint ventures
|
$
|
29,168
|
|
|
$
|
31,430
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Financial position:
|
|
|
|
||||
Current assets
|
$
|
21,607
|
|
|
$
|
15,214
|
|
Non-current assets
|
9,085
|
|
|
8,651
|
|
||
Total assets
|
30,692
|
|
|
23,865
|
|
||
Current liabilities
|
5,673
|
|
|
4,752
|
|
||
Members’ equity
|
25,019
|
|
|
19,113
|
|
||
Total liabilities and members’ equity
|
$
|
30,692
|
|
|
$
|
23,865
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Results of operations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
83,872
|
|
|
$
|
55,497
|
|
|
$
|
74,687
|
|
Gross profit
|
$
|
8,277
|
|
|
$
|
2,993
|
|
|
$
|
6,522
|
|
Net earnings
|
$
|
5,906
|
|
|
$
|
1,115
|
|
|
$
|
3,627
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Financial position:
|
|
|
|
||||
Current assets
|
$
|
7,510
|
|
|
$
|
8,124
|
|
Non-current assets
|
33,838
|
|
|
38,655
|
|
||
Total assets
|
41,348
|
|
|
46,779
|
|
||
Current liabilities
|
17,356
|
|
|
12,398
|
|
||
Non-current liabilities
|
47,253
|
|
|
57,253
|
|
||
Total liabilities
|
64,609
|
|
|
69,651
|
|
||
Members’ deficit
|
(23,261
|
)
|
|
(22,872
|
)
|
||
Total liabilities and members’ deficit
|
$
|
41,348
|
|
|
$
|
46,779
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Results of operations:
|
|
|
|
|
|
||||||
Revenues
|
$
|
69,667
|
|
|
$
|
53,944
|
|
|
$
|
59,303
|
|
Gross profit
|
$
|
5,496
|
|
|
$
|
5,645
|
|
|
$
|
5,390
|
|
Earnings before interest
|
$
|
4,496
|
|
|
$
|
4,724
|
|
|
$
|
4,465
|
|
Net loss
|
$
|
(390
|
)
|
|
$
|
(652
|
)
|
|
$
|
(1,345
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Liability, beginning of year
|
$
|
1,385
|
|
|
$
|
1,374
|
|
|
$
|
930
|
|
Provision for warranties issued during the year, net of adjustments
|
1,263
|
|
|
1,453
|
|
|
1,318
|
|
|||
Adjustments to warranties issued during previous years
|
(261
|
)
|
|
(788
|
)
|
|
199
|
|
|||
Warranty claims
|
(1,434
|
)
|
|
(654
|
)
|
|
(1,073
|
)
|
|||
Liability, end of year
|
$
|
953
|
|
|
$
|
1,385
|
|
|
$
|
1,374
|
|
2015
|
$
|
50,479
|
|
2016
|
49,248
|
|
|
2017
|
38,093
|
|
|
2018
|
26,462
|
|
|
2019
|
17,682
|
|
|
2020 and thereafter
|
24,892
|
|
|
Total
|
$
|
206,856
|
|
|
Payments due by Period
|
||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Refinanced Term Loan
|
$
|
10,612
|
|
|
$
|
10,612
|
|
|
$
|
10,612
|
|
|
$
|
13,703
|
|
|
$
|
16,890
|
|
|
$
|
246,525
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(10,569
|
)
|
|
$
|
9,379
|
|
|
$
|
1,217
|
|
State and local
|
3,100
|
|
|
3,134
|
|
|
3,551
|
|
|||
Foreign
|
174
|
|
|
353
|
|
|
137
|
|
|||
Total current
|
(7,295
|
)
|
|
12,866
|
|
|
4,905
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
63,577
|
|
|
33,842
|
|
|
32,458
|
|
|||
State and local
|
8,804
|
|
|
5,725
|
|
|
4,643
|
|
|||
Foreign
|
(12
|
)
|
|
7
|
|
|
16
|
|
|||
Total deferred
|
72,369
|
|
|
39,574
|
|
|
37,117
|
|
|||
Total income tax expense
|
$
|
65,074
|
|
|
$
|
52,440
|
|
|
$
|
42,022
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Computed income tax expense
|
$
|
57,612
|
|
|
$
|
48,768
|
|
|
$
|
37,046
|
|
State and local tax expense
|
6,709
|
|
|
5,544
|
|
|
4,351
|
|
|||
Excludable loss from foreign joint venture
|
—
|
|
|
—
|
|
|
366
|
|
|||
Non-deductible items
|
523
|
|
|
(626
|
)
|
|
127
|
|
|||
Adjustments for uncertain tax positions
|
206
|
|
|
(166
|
)
|
|
(14
|
)
|
|||
Other, net
|
24
|
|
|
(1,080
|
)
|
|
146
|
|
|||
Total income tax expense
|
$
|
65,074
|
|
|
$
|
52,440
|
|
|
$
|
42,022
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Current deferred tax assets
|
|
|
|
||||
Provisions not currently deductible
|
$
|
7,234
|
|
|
$
|
8,962
|
|
Tax credits and deferred revenues
|
246
|
|
|
74
|
|
||
Net operating loss —state
|
208
|
|
|
24
|
|
||
Total current deferred tax asset
|
7,688
|
|
|
9,060
|
|
||
Non-current deferred tax assets
|
|
|
|
||||
Provisions not currently deductible
|
392
|
|
|
308
|
|
||
Stock based compensation
|
136
|
|
|
270
|
|
||
Net operating loss carryforwards—federal and state
|
—
|
|
|
189
|
|
||
Net capital loss carryforwards—federal and state
|
1,859
|
|
|
1,988
|
|
||
Pensions and post retirement
|
3,095
|
|
|
1,603
|
|
||
Total non-current deferred tax asset
|
5,482
|
|
|
4,358
|
|
||
Total deferred tax asset
|
$
|
13,170
|
|
|
$
|
13,418
|
|
Non-current deferred tax liabilities
|
|
|
|
||||
Investment in joint ventures/partnerships
|
$
|
(2,269
|
)
|
|
$
|
(2,294
|
)
|
Property, plant and equipment
|
(171,562
|
)
|
|
(101,276
|
)
|
||
Total deferred tax liability
|
$
|
(173,831
|
)
|
|
$
|
(103,570
|
)
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Current deferred tax assets
|
$
|
7,688
|
|
|
$
|
9,060
|
|
|
|
|
|
||||
Non-current deferred tax assets
|
5,482
|
|
|
4,358
|
|
||
Non-current deferred tax liability
|
(173,831
|
)
|
|
(103,570
|
)
|
||
Non-current deferred tax liability, net
|
(168,349
|
)
|
|
(99,212
|
)
|
||
|
|
|
|
||||
Current deferred tax asset
|
7,688
|
|
|
9,060
|
|
||
Non-current deferred tax liability, net
|
(168,349
|
)
|
|
(99,212
|
)
|
||
Net deferred tax liability
|
$
|
(160,661
|
)
|
|
$
|
(90,152
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Beginning balance
|
$
|
1,142
|
|
|
$
|
1,744
|
|
|
$
|
1,813
|
|
Increases in tax positions for prior years
|
91
|
|
|
53
|
|
|
34
|
|
|||
Increases in tax positions for current year
|
189
|
|
|
103
|
|
|
611
|
|
|||
Settlements
|
—
|
|
|
(716
|
)
|
|
(704
|
)
|
|||
Expirations of statutes
|
—
|
|
|
(42
|
)
|
|
(10
|
)
|
|||
Ending balance
|
$
|
1,422
|
|
|
$
|
1,142
|
|
|
$
|
1,744
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at January 1
|
$
|
21,491
|
|
|
$
|
24,417
|
|
|
$
|
75
|
|
|
$
|
111
|
|
Service cost
|
227
|
|
|
198
|
|
|
—
|
|
|
1
|
|
||||
Interest cost
|
970
|
|
|
882
|
|
|
3
|
|
|
4
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
||||
Actuarial (gain) loss
|
4,451
|
|
|
(2,795
|
)
|
|
(1
|
)
|
|
(6
|
)
|
||||
Assumed administrative expenses
|
(227
|
)
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(1,049
|
)
|
|
(1,013
|
)
|
|
—
|
|
|
(4
|
)
|
||||
Benefit obligation at December 31
|
$
|
25,863
|
|
|
$
|
21,491
|
|
|
$
|
77
|
|
|
$
|
75
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Plan assets at January 1
|
$
|
16,731
|
|
|
$
|
14,894
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
888
|
|
|
2,313
|
|
|
—
|
|
|
—
|
|
||||
Administrative expenses
|
(227
|
)
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
938
|
|
|
735
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(1,049
|
)
|
|
(1,013
|
)
|
|
—
|
|
|
—
|
|
||||
Plan assets at fair value at December 31
|
$
|
17,281
|
|
|
$
|
16,731
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
|
|
|
|
|
|
|
||||||||
Benefit obligation in excess of plan assets at December 31
|
$
|
(8,582
|
)
|
|
$
|
(4,760
|
)
|
|
$
|
(77
|
)
|
|
$
|
(75
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in thousands)
|
||||||||||||||
Accrued benefit liability—short term
|
$
|
(112
|
)
|
|
$
|
(113
|
)
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
Accrued benefit liability—long term
|
(8,470
|
)
|
|
(4,647
|
)
|
|
(73
|
)
|
|
(71
|
)
|
||||
Net liability recognized at December 31
|
$
|
(8,582
|
)
|
|
$
|
(4,760
|
)
|
|
$
|
(77
|
)
|
|
$
|
(75
|
)
|
Net actuarial (loss) gain
|
$
|
(8,902
|
)
|
|
$
|
(4,356
|
)
|
|
$
|
681
|
|
|
$
|
735
|
|
Net prior service (cost) credit
|
(25
|
)
|
|
(34
|
)
|
|
29
|
|
|
31
|
|
||||
Accumulated other comprehensive (loss) income pre-tax at December 31
|
$
|
(8,927
|
)
|
|
$
|
(4,390
|
)
|
|
$
|
710
|
|
|
$
|
766
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
227
|
|
|
$
|
198
|
|
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
970
|
|
|
882
|
|
|
934
|
|
|
3
|
|
|
4
|
|
|
4
|
|
||||||
Expected return on plan assets
|
(1,251
|
)
|
|
(1,114
|
)
|
|
(1,010
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss (gain)
|
269
|
|
|
767
|
|
|
705
|
|
|
(55
|
)
|
|
(76
|
)
|
|
(80
|
)
|
||||||
Amortization of prior service cost (gain)
|
8
|
|
|
8
|
|
|
8
|
|
|
(3
|
)
|
|
(391
|
)
|
|
(391
|
)
|
||||||
Curtailment gain recognized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,698
|
)
|
|
—
|
|
||||||
Total net periodic benefit cost
|
$
|
223
|
|
|
$
|
741
|
|
|
$
|
828
|
|
|
$
|
(55
|
)
|
|
$
|
(2,160
|
)
|
|
$
|
(466
|
)
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
||||
|
(in thousands)
|
||||||
2015
|
$
|
1,119
|
|
|
$
|
4
|
|
2016
|
1,136
|
|
|
4
|
|
||
2017
|
1,178
|
|
|
4
|
|
||
2018
|
1,238
|
|
|
4
|
|
||
2019
|
1,276
|
|
|
4
|
|
||
2020 and thereafter
|
6,956
|
|
|
23
|
|
||
Total
|
$
|
12,903
|
|
|
$
|
43
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Discount rate
|
3.75
|
%
|
|
4.64
|
%
|
|
3.60
|
%
|
|
4.39
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
$
|
—
|
|
|
$
|
753
|
|
|
$
|
—
|
|
|
$
|
753
|
|
Corporate stocks - common
|
4,092
|
|
|
—
|
|
|
—
|
|
|
4,092
|
|
||||
Mutual funds - equity
|
6,084
|
|
|
—
|
|
|
—
|
|
|
6,084
|
|
||||
Debt securities
|
|
|
|
|
|
|
|
||||||||
Exchange traded funds
|
5,698
|
|
|
—
|
|
|
—
|
|
|
5,698
|
|
||||
Government
|
526
|
|
|
—
|
|
|
—
|
|
|
526
|
|
||||
Asset backed
|
—
|
|
|
128
|
|
|
—
|
|
|
128
|
|
||||
|
$
|
16,400
|
|
|
$
|
881
|
|
|
$
|
—
|
|
|
$
|
17,281
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
$
|
—
|
|
|
$
|
574
|
|
|
$
|
—
|
|
|
$
|
574
|
|
Corporate stocks - common
|
4,054
|
|
|
—
|
|
|
—
|
|
|
4,054
|
|
||||
Mutual funds - equity
|
5,918
|
|
|
—
|
|
|
—
|
|
|
5,918
|
|
||||
Debt securities
|
|
|
|
|
|
|
|
||||||||
Exchange traded funds
|
5,458
|
|
|
—
|
|
|
—
|
|
|
5,458
|
|
||||
Government
|
454
|
|
|
—
|
|
|
—
|
|
|
454
|
|
||||
Asset backed
|
—
|
|
|
273
|
|
|
—
|
|
|
273
|
|
||||
|
$
|
15,884
|
|
|
$
|
847
|
|
|
$
|
—
|
|
|
$
|
16,731
|
|
2015
|
$
|
1,641
|
|
2016
|
1,164
|
|
|
2017
|
974
|
|
|
2018
|
925
|
|
|
2019
|
924
|
|
|
2020 and thereafter
|
3,237
|
|
|
Total
|
$
|
8,865
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Share-based compensation expense:
|
|
|
|
|
|
||||||
Cost of revenues: Manufacturing
|
$
|
697
|
|
|
$
|
909
|
|
|
$
|
899
|
|
Cost of revenues: Railcar Services
|
186
|
|
|
234
|
|
|
171
|
|
|||
Selling, general and administrative
|
2,309
|
|
|
3,986
|
|
|
3,598
|
|
|||
Total share-based compensation expense
|
$
|
3,192
|
|
|
$
|
5,129
|
|
|
$
|
4,668
|
|
|
Grant Year
|
||||||||||
|
2014
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
SARs outstanding
|
86,419
|
|
38,327
|
|
9,632
|
|
2,283
|
|
2,350
|
|
100
|
Vested & Exercisable
|
—
|
|
733
|
|
9,632
|
|
2,283
|
|
2,350
|
|
100
|
Vesting period
|
3 years
|
|
3 years
|
|
3 years
|
|
3 years
|
|
4 years
|
|
4 years
|
Expiration Year
|
2021
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
Weighted average exercise price
|
$49.76
|
|
$29.31
|
|
$24.45
|
|
$12.80
|
|
$6.71
|
|
$20.88
|
Expected volatility range
|
44.2% - 52.8%
|
|
42.7%
|
|
42.5%
|
|
46.0%
|
|
46.3%
|
|
46.3%
|
Expected life range (in years)
|
3.1 - 4.5
|
|
2.0 - 2.1
|
|
1.7
|
|
1.1 - 1.2
|
|
0.6
|
|
0.2
|
Risk-free interest rate range
|
1.1% - 1.7%
|
|
0.7%
|
|
0.7%
|
|
0.2%
|
|
0.2%
|
|
0.2%
|
Expected Dividend yield
|
3.1%
|
|
3.1%
|
|
3.1%
|
|
3.1%
|
|
3.1%
|
|
3.1%
|
Forfeiture Rate on unvested SARs
|
4.0%
|
|
4.0%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
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, 2012
|
805,910
|
|
|
$16.35
|
|
|
|
|
|
|
Granted
|
204,500
|
|
|
$29.31
|
|
|
|
|
|
|
Cancelled/Forfeited
|
(22,360
|
)
|
|
|
|
|
|
|
|
|
Exercised
|
(390,658
|
)
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2012
|
597,392
|
|
|
$21.54
|
|
|
|
|
|
|
Granted
|
—
|
|
|
$—
|
|
|
|
|
|
|
Cancelled/Forfeited
|
(41,114
|
)
|
|
|
|
|
|
|
|
|
Exercised
|
(349,044
|
)
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
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
|
|
63 months
|
|
$19.13
|
|
$1,575
|
Exercisable at December 31, 2014
|
15,098
|
|
|
$20.14
|
|
34 months
|
|
$30.01
|
|
$473
|
|
Accumulated
Short-term
Investment
Transactions
|
|
Accumulated
Currency
Translation
|
|
Accumulated
Postretirement
Transactions
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance December 31, 2011
|
$
|
—
|
|
|
$
|
1,283
|
|
|
$
|
(2,481
|
)
|
|
$
|
(1,198
|
)
|
Currency translation
|
—
|
|
|
279
|
|
|
—
|
|
|
279
|
|
||||
Minimum pension liability re-valuation, net of tax effect of $335
|
—
|
|
|
—
|
|
|
(375
|
)
|
|
(375
|
)
|
||||
Amortization of net actuarial gain, net of tax effect of $189
|
—
|
|
|
—
|
|
|
(306
|
)
|
|
(306
|
)
|
||||
Unrealized gain on Available for Sale Securities, net of tax effect of $654
|
1,213
|
|
|
—
|
|
|
—
|
|
|
1,213
|
|
||||
Balance December 31, 2012
|
$
|
1,213
|
|
|
$
|
1,562
|
|
|
$
|
(3,162
|
)
|
|
$
|
(387
|
)
|
Currency translation
|
|
|
|
(802
|
)
|
|
|
|
|
(802
|
)
|
||||
Minimum pension liability re-valuation, net of tax effect of $1,893
|
—
|
|
|
—
|
|
|
2,877
|
|
|
2,877
|
|
||||
Amortization of net actuarial gain, net of tax effect of $177
|
—
|
|
|
—
|
|
|
(1,969
|
)
|
|
(1,969
|
)
|
||||
Reclassifications related to available for sale securities, net of tax effect of $702 (1)
|
(1,213
|
)
|
|
—
|
|
|
—
|
|
|
(1,213
|
)
|
||||
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
|
)
|
(1)—
|
This accumulated other comprehensive income component relates to realized gains on available for sale securities sold. See Note 4 for further details and pre-tax amounts.
|
|
Revenues
|
|
Earnings (Loss) from Operations
|
|
Capital
Expenditures
|
|
Depreciation &
Amortization
|
||||||||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
External
|
|
Intersegment
|
|
Total
|
|
|
|
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
For the Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Manufacturing
|
$
|
600,326
|
|
|
$
|
419,295
|
|
|
$
|
1,019,621
|
|
|
$
|
136,918
|
|
|
$
|
126,019
|
|
|
$
|
262,937
|
|
|
$
|
13,298
|
|
|
$
|
14,472
|
|
Railcar leasing
|
65,108
|
|
|
—
|
|
|
65,108
|
|
|
36,140
|
|
|
(50
|
)
|
|
36,090
|
|
|
307,820
|
|
|
16,454
|
|
||||||||
Railcar services
|
67,572
|
|
|
270
|
|
|
67,842
|
|
|
10,299
|
|
|
67
|
|
|
10,366
|
|
|
4,672
|
|
|
2,609
|
|
||||||||
Corporate/Eliminations
|
—
|
|
|
(419,565
|
)
|
|
(419,565
|
)
|
|
(13,299
|
)
|
|
(126,036
|
)
|
|
(139,335
|
)
|
|
1,960
|
|
|
677
|
|
||||||||
Total Consolidated
|
$
|
733,006
|
|
|
$
|
—
|
|
|
$
|
733,006
|
|
|
$
|
170,058
|
|
|
$
|
—
|
|
|
$
|
170,058
|
|
|
$
|
327,750
|
|
|
$
|
34,212
|
|
For the Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Manufacturing
|
$
|
646,100
|
|
|
$
|
217,922
|
|
|
$
|
864,022
|
|
|
$
|
135,454
|
|
|
$
|
54,621
|
|
|
$
|
190,075
|
|
|
$
|
12,168
|
|
|
$
|
14,504
|
|
Railcar leasing
|
31,871
|
|
|
—
|
|
|
31,871
|
|
|
14,836
|
|
|
40
|
|
|
14,876
|
|
|
162,068
|
|
|
9,799
|
|
||||||||
Railcar services
|
72,621
|
|
|
233
|
|
|
72,854
|
|
|
14,372
|
|
|
(47
|
)
|
|
14,325
|
|
|
5,925
|
|
|
2,506
|
|
||||||||
Corporate/Eliminations
|
—
|
|
|
(218,155
|
)
|
|
(218,155
|
)
|
|
(13,755
|
)
|
|
(54,614
|
)
|
|
(68,369
|
)
|
|
3,932
|
|
|
903
|
|
||||||||
Total Consolidated
|
$
|
750,592
|
|
|
$
|
—
|
|
|
$
|
750,592
|
|
|
$
|
150,907
|
|
|
$
|
—
|
|
|
$
|
150,907
|
|
|
$
|
184,093
|
|
|
$
|
27,712
|
|
For the Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Manufacturing
|
$
|
633,547
|
|
|
$
|
219,499
|
|
|
$
|
853,046
|
|
|
$
|
120,623
|
|
|
$
|
35,362
|
|
|
$
|
155,985
|
|
|
$
|
16,856
|
|
|
$
|
15,239
|
|
Railcar leasing
|
13,444
|
|
|
—
|
|
|
13,444
|
|
|
7,371
|
|
|
29
|
|
|
7,400
|
|
|
185,918
|
|
|
4,424
|
|
||||||||
Railcar services
|
64,732
|
|
|
495
|
|
|
65,227
|
|
|
10,718
|
|
|
(99
|
)
|
|
10,619
|
|
|
965
|
|
|
2,903
|
|
||||||||
Corporate/Eliminations
|
—
|
|
|
(219,994
|
)
|
|
(219,994
|
)
|
|
(17,292
|
)
|
|
(35,292
|
)
|
|
(52,584
|
)
|
|
2,141
|
|
|
2,244
|
|
||||||||
Total Consolidated
|
$
|
711,723
|
|
|
$
|
—
|
|
|
$
|
711,723
|
|
|
$
|
121,420
|
|
|
$
|
—
|
|
|
$
|
121,420
|
|
|
$
|
205,880
|
|
|
$
|
24,810
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Manufacturing
|
$
|
356,720
|
|
|
$
|
298,951
|
|
|
$
|
329,346
|
|
Railcar leasing
|
908,010
|
|
|
478,000
|
|
|
263,228
|
|
|||
Railcar services
|
52,639
|
|
|
52,150
|
|
|
49,060
|
|
|||
Corporate/Eliminations
|
(124,960
|
)
|
|
(3,492
|
)
|
|
168,124
|
|
|||
Total Consolidated
|
$
|
1,192,409
|
|
|
$
|
825,609
|
|
|
$
|
809,758
|
|
|
December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
IELP Entities
|
31.0
|
%
|
|
31.7
|
%
|
|
14.5
|
%
|
CIT Group, Inc.
|
11.9
|
%
|
|
24.4
|
%
|
|
49.4
|
%
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||
Manufacturing receivables from significant customers
|
60.5
|
%
|
|
22.6
|
%
|
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
182,115
|
|
|
$
|
237,509
|
|
|
$
|
162,842
|
|
|
$
|
150,540
|
|
Gross profit
|
45,894
|
|
|
58,670
|
|
|
46,849
|
|
|
47,927
|
|
||||
Net earnings
|
20,770
|
|
|
32,216
|
|
|
23,824
|
|
|
22,723
|
|
||||
Net earnings per common share-basic and diluted
|
$
|
0.97
|
|
|
$
|
1.51
|
|
|
$
|
1.12
|
|
|
$
|
1.06
|
|
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
195,110
|
|
|
$
|
159,404
|
|
|
$
|
198,899
|
|
|
$
|
197,179
|
|
Gross profit
|
42,494
|
|
|
43,534
|
|
|
42,787
|
|
|
49,797
|
|
||||
Net earnings
|
17,937
|
|
|
23,619
|
|
|
20,970
|
|
|
24,370
|
|
||||
Net earnings per common share-basic and diluted
|
$
|
0.84
|
|
|
$
|
1.11
|
|
|
$
|
0.98
|
|
|
$
|
1.14
|
|
(a)
|
(1) Financial Statements.
|
|
American Railcar Industries, Inc.
|
||
Date: February 20, 2015
|
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 20, 2015
|
Name: Jeffrey S. Hollister
|
|
|
|
|
|
|
|
||
/s/ Umesh Choksi
|
|
Senior Vice President, Chief Financial Officer (principal financial officer) and Treasurer
|
|
February 20, 2015
|
Name: Umesh Choksi
|
|
|
|
|
|
|
|
||
/s/ Michael E. Vaughn
|
|
Vice President and Controller (principal accounting officer)
|
|
February 20, 2015
|
Name: Michael E. Vaughn
|
|
|
|
|
|
|
|
||
/s/ SungHwan Cho
|
|
Director
|
|
February 20, 2015
|
Name: SungHwan Cho
|
|
|
|
|
|
|
|
|
|
/s/ Harold First
|
|
Director
|
|
February 20, 2015
|
Name: Harold First
|
|
|
|
|
|
|
|
|
|
/s/ James Pontious
|
|
Director
|
|
February 20, 2015
|
Name: James Pontious
|
|
|
|
|
|
|
|
||
/s/ J. Mike Laisure
|
|
Director
|
|
February 20, 2015
|
Name: J. Mike Laisure
|
|
|
|
|
|
|
|
||
/s/ Hunter Gary
|
|
Director
|
|
February 20, 2015
|
Name: Hunter Gary
|
|
|
|
|
|
|
|
|
|
/s/ Andrew Roberto
|
|
Director
|
|
February 20, 2015
|
Name: Andrew Roberto
|
|
|
|
|
|
|
|
|
|
/s/ Courtney Mather
|
|
Director
|
|
February 20, 2015
|
Name: Courtney Mather
|
|
|
|
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
|
|
Form of 2007 Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.46 to ARI's Current Report on Form 8-K, filed with the SEC on April 10, 2007). #
|
|
|
|
10.12
|
|
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).
|
|
|
|
10.13
|
|
Form of 2008 Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.55 to ARI's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed with the SEC on August 8, 2008). #
|
|
|
|
10.14
|
|
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). #
|
|
|
|
10.15
|
|
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). †
|
|
|
|
10.16
|
|
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). †
|
|
|
|
10.17
|
|
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). #
|
|
|
|
10.18
|
|
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). †
|
|
|
|
10.19
|
|
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).
|
|
|
|
10.20
|
|
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). †
|
|
|
|
10.21
|
|
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). #
|
|
|
|
10.22
|
|
Employment Agreement between American Railcar Industries, Inc. and Dale C. Davies, dated as of October 19, 2011 (incorporated by reference to Exhibit 10.56 to ARI's Current Report on Form 8-K, filed with the SEC on October 25, 2011). #
|
|
|
|
10.23
|
|
American Railcar Industries, Inc. 2012 Management Incentive Plan (incorporated by reference to Exhibit 10.66 to ARI's Current Report on Form 8-K, filed with the SEC on February 24, 2012). #
|
|
|
|
10.24
|
|
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). †
|
|
|
|
10.25
|
|
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). #
|
|
|
|
10.26
|
|
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). #
|
|
|
|
10.27
|
|
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). #
|
10.28
|
|
Employment Agreement between American Railcar Industries, Inc. and James Cowan, dated as of June 8, 2012 (incorporated by reference to Exhibit 10.1 to ARI's current report on Form 8-K, filed with the SEC on June 12, 2012). #
|
|
|
|
10.29
|
|
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).*
|
|
|
|
10.30
|
|
Purchasing and Engineering Services Agreement and License dated as of January 11, 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). †
|
|
|
|
10.31
|
|
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).
|
|
|
|
10.32
|
|
American Railcar Industries, Inc. 2013 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 11, 2013). #
|
|
|
|
10.33
|
|
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).
|
|
|
|
10.34
|
|
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).
|
|
|
|
10.35
|
|
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).
|
|
|
|
10.36
|
|
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). #
|
|
|
|
10.37
|
|
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).
|
|
|
|
10.38
|
|
Railcar Management Agreement dated as of October 16, 2014 by and between Longtrain Leasing II, LLC and American Railcar Leasing LLC. *†
|
|
|
|
10.39
|
|
First 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 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). †
|
|
|
|
10.40
|
|
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*
|
|
|
|
10.41
|
|
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*
|
|
|
|
10.42
|
|
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).†
|
|
|
|
10.43
|
|
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). #
|
|
|
|
10.44
|
|
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). #
|
|
|
|
10.45
|
|
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). #
|
|
|
|
10.46
|
|
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). #
|
|
|
|
21.1
|
|
Subsidiaries of American Railcar Industries, Inc.*
|
|
|
|
23.1
|
|
Consent of Grant Thornton LLP.*
|
|
|
|
31.1
|
|
Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer.*
|
|
|
|
31.2
|
|
Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer.*
|
|
|
|
32.1
|
|
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 (filed electronically herewith)*
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (filed electronically herewith)*
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)*
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)*
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document (filed electronically herewith)*
|
|
|
|
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.
|
Table of Contents
|
||
|
|
Page
|
SECTION 1
|
DEFINED TERMS; RULES OF INTERPRETATION
|
4
|
Section 1.1
|
Defined Terms.
|
4
|
Section 1.2
|
Rules of Interpretation.
|
9
|
SECTION 2
|
ENGAGEMENT OF MANAGER
|
10
|
Section 2.1
|
Appointment; Independent Contractor.
|
10
|
Section 2.2
|
Standards of Performance.
|
10
|
Section 2.3
|
Conflicts of Interest.
|
10
|
Section 2.4
|
Similar Services.
|
10
|
SECTION 3
|
MANAGEMENT TEAM
|
11
|
Section 3.1
|
Duration of Management Term.
|
11
|
Section 3.2
|
Resignation by Manager.
|
11
|
Section 3.3
|
Termination with Respect to an Owner Car.
|
11
|
SECTION 4
|
OWNERSHIP AND MARKING OF THE OWNER CARS
|
11
|
Section 4.1
|
Retention of Title.
|
11
|
Section 4.2
|
Marking of Owner Cars.
|
11
|
Section 4.3
|
Prohibition Against Certain Designations.
|
12
|
Section 4.4
|
Liens.
|
12
|
Section 4.5
|
Filings.
|
12
|
SECTION 5
|
DUTIES OF MANAGER
|
13
|
Section 5.1
|
Marketing.
|
13
|
Section 5.2
|
User Lease Obligations.
|
13
|
Section 5.3
|
Billing and Other Information.
|
13
|
Section 5.4
|
Defaults by Users; User Lease Amendments and Waiver.
|
14
|
Section 5.5
|
Maintenance.
|
14
|
Section 5.6
|
Insurance.
|
15
|
Section 5.7
|
Taxes.
|
17
|
Section 5.8
|
Compliance with Law.
|
17
|
Section 5.9
|
Licenses.
|
18
|
Section 5.10
|
Transportation.
|
18
|
Section 12.6
|
Survival.
|
28
|
SECTION 13
|
MANAGER TERMINATION EVENTS; REMEDIES
|
28
|
Section 13.1
|
Manager Termination Events.
|
28
|
Section 13.2
|
Remedies Upon Manager Termination Event.
|
30
|
Section 13.3
|
Remedies Cumulative.
|
31
|
Section 13.4
|
Merger or Sale.
|
31
|
SECTION 14
|
FORCE MAJEURE
|
31
|
SECTION 15
|
ENTIRE AGREEMENT; MODIFICATION AND WAIVER
|
32
|
SECTION 16
|
COMMUNICATIONS
|
32
|
SECTION 17
|
CONSTRUCTION AT OWNER'S EXPENSE
|
33
|
SECITON 18
|
GOVERNING LAW
|
34
|
SECTION 19
|
SEVERABILITY
|
34
|
SECTION 20
|
SUCCESSORS AND ASSIGNS
|
34
|
SECTION 21
|
THIRD PARTY BENEFICIARIES
|
35
|
SECTION 22
|
COUNTERPARTS
|
35
|
SECTION 23
|
CONSENT TO JURISDICTION
|
35
|
SECTION 24
|
LIMITATION ON LIABILITY; NON-RECOURSE
|
35
|
SECTION 25
|
WAIVER OF JURY TRIAL
|
36
|
SECTION 26
|
NO BANKRUPTCY PETITION
|
36
|
Section 1.
|
Defined Terms; Rules of Interpretation.
|
Section 2.
|
Engagement of Manager
.
|
Section 3.
|
Management Term
.
|
Section 4.
|
Ownership and Marking of the Owner Cars
.
|
Section 5.
|
Duties of Manager
.
|
Section 5.9
|
Licenses.
|
Section 6.
|
Representations and Warranties
.
|
Section 7.
|
Reports and Inspection
.
Operating Expenses and Other Expenditures.
|
Section 8.
|
Compensation and Reimbursement of Manager
.
|
Section 9.
|
Loss, Damage or Sale of Owner Cars; Replacement of Owner Cars
.
|
Section 10.
|
Transactions with Affiliates
.
|
Section 11.
|
Return of Owner Cars Upon Expiration of Management Term
.
|
Section 12.
|
Indemnification
.
|
Section 13.
|
Manager Termination Events; Remedies
.
|
Section 14.
|
Force Majeure
.
|
Section 15.
|
Entire Agreement; Modification and Waiver
.
|
Section 16.
|
Communications
.
|
Section 17.
|
Construction at Owner’s Expense
.
|
Section 18.
|
GOVERNING LAW
.
|
Section 19.
|
Severability
.
|
Section 20.
|
Successors and Assigns
.
|
Section 21.
|
Third Party Beneficiaries
.
|
Section 22.
|
Counterparts
.
|
Section 23.
|
CONSENT TO JURISDICTION
.
|
Section 24.
|
Limitation on Liability; Non-Recourse
.
|
Section 25.
|
WAIVER OF JURY TRIAL
|
Section 26.
|
No Bankruptcy Petition.
|
By:
|
American Railcar Industries, Inc.
its sole member |
AXIS OPERATING COMPANY, LLC, as Borrower
|
By________________________________________________________________________
|
Its________________________________________________________________________
|
ARI COMPONENT VENTURE LLC, as co-Administrative Agent, as co-Issuing Lender and as a Lender
|
By________________________________________________________________________
|
Its________________________________________________________________________
|
AMSTED RAIL COMPANY, INC., as co-Administrative Agent, as co-Issuing Lender and as a Lender
|
By________________________________________________________________________
|
Its________________________________________________________________________
|
AXIS, LLC
|
By________________________________________________________________________
|
Its________________________________________________________________________
|
By: ____________________________________________________________________
|
|
|
James A. Cowan
|
By: ____________________________________________________________________
|
|
|
John Wories, Jr.
|
|
being all of the Directors of AXIS Operating Company LLC
|
By: ____________________________________________________________________
|
|
|
James A. Cowan
|
By: ____________________________________________________________________
|
|
|
John Wories, Jr.
|
|
being both Representatives of Axis, LLC
|
AXIS OPERATING COMPANY, LLC, as Borrower
|
By________________________________________________________________________
|
Its________________________________________________________________________
|
ARI COMPONENT VENTURE LLC, as co-Administrative Agent, as co-Issuing Lender and as a Lender
|
By________________________________________________________________________
|
Its________________________________________________________________________
|
AMSTED RAIL COMPANY, INC., as co-Administrative Agent, as co-Issuing Lender and as a Lender
|
By________________________________________________________________________
|
Its________________________________________________________________________
|
AXIS, LLC
|
By________________________________________________________________________
|
Its________________________________________________________________________
|
By: ____________________________________________________________________
|
|
|
Jeffrey S. Hollister
|
By: ____________________________________________________________________
|
|
|
John Wories, Jr.
|
|
being all of the Directors of AXIS Operating Company LLC
|
By: ____________________________________________________________________
|
|
|
Jeffrey S. Hollister
|
By: ____________________________________________________________________
|
|
|
John Wories, Jr.
|
|
being both Representatives of Axis, LLC
|
|
Subsidiary
|
|
|
1.
|
ARI Component Venture, LLC, a Delaware limited liability company
|
2.
|
ARI Fleet Services of Canada, Inc., a corporation registered in Ontario, Canada
|
3.
|
ARI Longtrain, Inc., a Delaware corporation
|
4.
|
Castings LLC, a Delaware limited liability company
|
5.
|
Longtrain Leasing I, LLC, a Delaware limited liability company
|
6.
|
Southwest Steel III, LLC, a Texas limited liability company
|
7.
|
Blue Lagoon Realty, LLC, a Delaware limited liability company
|
8.
|
Longtrain Leasing II, LLC, a Delaware limited liability company
|
9.
|
ARI Railcar Services, LLC, a Delaware limited liability company
|
10.
|
Longtrain Leasing III, LLC, a Delaware limited liability company
|
1.
|
I have reviewed this annual report on Form 10-K of American Railcar Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
February 20, 2015
|
|
/s/ Jeffrey S. Hollister
|
|
|
Jeffrey S. Hollister, President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of American Railcar Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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February 20, 2015
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/s/ Umesh Choksi
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Umesh Choksi, Senior Vice President, Chief Financial Officer and Treasurer
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1.
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the annual report on Form 10-K of the Company for the year ended December 31, 2014 (the "Annual Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 20, 2015
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/s/ Jeffrey S. Hollister
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Jeffrey S. Hollister, President and Chief Executive Officer
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1.
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the annual report on Form 10-K of the Company for the year ended December 31, 2014 (the "Annual Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 20, 2015
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/s/ Umesh Choksi
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Umesh Choksi, Senior Vice President, Chief Financial Officer and Treasurer
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