|
|
|
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
|
(State of Incorporation)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
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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Emerging Growth Company
|
¨
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Item Number
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Page
Number
|
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|
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|
|
|
|
|
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|
|
|
|
|
|
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|
|
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June 30,
2017 |
|
December 31,
2016 |
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
102,811
|
|
|
$
|
178,571
|
|
Restricted cash
|
16,684
|
|
|
16,714
|
|
||
Short-term investments—available for sale securities
|
1,815
|
|
|
8,958
|
|
||
Accounts receivable, net
|
44,780
|
|
|
39,727
|
|
||
Accounts receivable, due from related parties
|
2,453
|
|
|
4,790
|
|
||
Inventories, net
|
70,807
|
|
|
75,028
|
|
||
Prepaid expenses and other current assets
|
9,155
|
|
|
8,623
|
|
||
Total current assets
|
248,505
|
|
|
332,411
|
|
||
Property, plant and equipment, net
|
169,628
|
|
|
177,051
|
|
||
Railcars on lease, net
|
994,821
|
|
|
908,010
|
|
||
Income Tax Receivable
|
11,721
|
|
|
234
|
|
||
Goodwill
|
7,169
|
|
|
7,169
|
|
||
Investments in and loans to joint ventures
|
24,683
|
|
|
26,332
|
|
||
Other assets
|
3,831
|
|
|
5,043
|
|
||
Total assets
|
$
|
1,460,358
|
|
|
$
|
1,456,250
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
24,346
|
|
|
$
|
29,314
|
|
Accounts payable, due to related parties
|
186
|
|
|
3,252
|
|
||
Accrued expenses, including loss contingency of $8,104 and $10,127 at June 30, 2017 and December 31, 2016, respectively
|
15,509
|
|
|
15,411
|
|
||
Accrued income taxes payable
|
—
|
|
|
7,660
|
|
||
Accrued compensation
|
10,800
|
|
|
11,628
|
|
||
Short-term debt, including current portion of long-term debt
|
25,681
|
|
|
25,588
|
|
||
Total current liabilities
|
76,522
|
|
|
92,853
|
|
||
Long-term debt, net of unamortized debt issuance costs of $4,756 and $4,863 at June 30, 2017 and December 31, 2016, respectively
|
532,740
|
|
|
545,392
|
|
||
Deferred tax liability
|
279,709
|
|
|
252,943
|
|
||
Pension and post-retirement liabilities
|
8,672
|
|
|
8,648
|
|
||
Other liabilities, including loss contingency of $1,970 and $2,161 at June 30, 2017 and December 31, 2016, respectively
|
5,616
|
|
|
6,144
|
|
||
Total liabilities
|
903,259
|
|
|
905,980
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value, 50,000,000 shares authorized, 19,083,878 shares outstanding as of both June 30, 2017 and December 31, 2016
|
213
|
|
|
213
|
|
||
Additional paid-in capital
|
239,609
|
|
|
239,609
|
|
||
Retained Earnings
|
409,010
|
|
|
402,810
|
|
||
Accumulated other comprehensive loss
|
(5,702
|
)
|
|
(6,331
|
)
|
||
Treasury Stock
|
(86,031
|
)
|
|
(86,031
|
)
|
||
Total stockholders’ equity
|
557,099
|
|
|
550,270
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,460,358
|
|
|
$
|
1,456,250
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing (including revenues from affiliates of $137 for both the three and six months ended June 30, 2017 and $223 and $776 for the three and six months ended June 30 2016, respectively)
|
$
|
55,087
|
|
|
$
|
97,548
|
|
|
$
|
115,813
|
|
|
$
|
221,340
|
|
Railcar leasing (including revenues from affiliates of $223 and $447 for the three and six months ended June 30, 2017, respectively, and zero for the same periods in 2016)
|
33,717
|
|
|
33,209
|
|
|
67,552
|
|
|
65,977
|
|
||||
Railcar services (including revenues from affiliates of $4,425 and $10,572 for the three and six months ended June 30, 2017, respectively, and $7,249 and $15,243 for the same periods in 2016)
|
20,216
|
|
|
19,727
|
|
|
40,336
|
|
|
39,347
|
|
||||
Total revenues
|
109,020
|
|
|
150,484
|
|
|
223,701
|
|
|
326,664
|
|
||||
Cost of revenues:
|
|
|
|
|
|
|
|
||||||||
Manufacturing
|
(51,121
|
)
|
|
(81,437
|
)
|
|
(105,680
|
)
|
|
(183,718
|
)
|
||||
Other operating income
|
1,033
|
|
|
—
|
|
|
1,064
|
|
|
—
|
|
||||
Railcar leasing
|
(11,617
|
)
|
|
(10,356
|
)
|
|
(23,676
|
)
|
|
(20,531
|
)
|
||||
Railcar services
|
(16,146
|
)
|
|
(15,420
|
)
|
|
(33,536
|
)
|
|
(30,657
|
)
|
||||
Total cost of revenues
|
(77,851
|
)
|
|
(107,213
|
)
|
|
(161,828
|
)
|
|
(234,906
|
)
|
||||
Gross profit
|
31,169
|
|
|
43,271
|
|
|
61,873
|
|
|
91,758
|
|
||||
Selling, general and administrative
|
(9,019
|
)
|
|
(7,297
|
)
|
|
(17,821
|
)
|
|
(15,254
|
)
|
||||
Net gains on disposition of leased railcars
|
—
|
|
|
—
|
|
|
13
|
|
|
167
|
|
||||
Earnings from operations
|
22,150
|
|
|
35,974
|
|
|
44,065
|
|
|
76,671
|
|
||||
Interest income (including income from related parties of $306 and $642 for the three and six months ended June 30, 2017, respectively, and $427 and $884 for the same periods in 2016)
|
368
|
|
|
453
|
|
|
741
|
|
|
931
|
|
||||
Interest expense
|
(5,488
|
)
|
|
(5,678
|
)
|
|
(11,019
|
)
|
|
(11,584
|
)
|
||||
Other income
|
1,867
|
|
|
1
|
|
|
1,921
|
|
|
1
|
|
||||
Earnings from joint ventures
|
796
|
|
|
1,458
|
|
|
1,346
|
|
|
2,944
|
|
||||
Earnings before income taxes
|
19,693
|
|
|
32,208
|
|
|
37,054
|
|
|
68,963
|
|
||||
Income tax expense
|
(8,794
|
)
|
|
(12,312
|
)
|
|
(15,587
|
)
|
|
(26,275
|
)
|
||||
Net earnings
|
$
|
10,899
|
|
|
$
|
19,896
|
|
|
$
|
21,467
|
|
|
$
|
42,688
|
|
Net earnings per common share—basic and diluted
|
$
|
0.57
|
|
|
$
|
1.02
|
|
|
$
|
1.12
|
|
|
$
|
2.18
|
|
Weighted average common shares outstanding—basic and diluted
|
19,084
|
|
|
19,511
|
|
|
19,084
|
|
|
19,588
|
|
||||
Cash dividends declared per common share
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.80
|
|
|
$
|
0.80
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net earnings
|
$
|
10,899
|
|
|
$
|
19,896
|
|
|
$
|
21,467
|
|
|
$
|
42,688
|
|
Currency translation
|
452
|
|
|
(38
|
)
|
|
581
|
|
|
683
|
|
||||
Pension plans
(1)
|
108
|
|
|
119
|
|
|
216
|
|
|
239
|
|
||||
Short-term investments (2)
|
769
|
|
|
—
|
|
|
(167
|
)
|
|
—
|
|
||||
Comprehensive income
|
$
|
12,228
|
|
|
$
|
19,977
|
|
|
$
|
22,097
|
|
|
$
|
43,610
|
|
(1)
|
Net of tax effect of
$0.1 million
and
$0.1 million
for the three months ended
June 30, 2016
and
June 30, 2017
, respectively, and
$0.2 million
and
$0.2 million
for the
six
months ended
June 30, 2016
and
June 30, 2017
, respectively.
|
(2)
|
Net of tax effect of
$0.4 million
and
$(0.1) million
for the three and six months ended
June 30, 2017
.
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating activities:
|
|
|
|
||||
Net earnings
|
$
|
21,467
|
|
|
$
|
42,688
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
28,174
|
|
|
25,616
|
|
||
Amortization of deferred costs
|
250
|
|
|
252
|
|
||
(Gain) loss on disposal of property, plant, equipment and leased railcars
|
(12
|
)
|
|
18
|
|
||
Earnings from joint ventures
|
(1,346
|
)
|
|
(2,944
|
)
|
||
Provision for deferred income taxes
|
26,720
|
|
|
15,163
|
|
||
Items related to investing activities:
|
|
|
|
||||
Realized gain on short-term investments - available for sale securities
|
(1,823
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(393
|
)
|
|
(11,421
|
)
|
||
Accounts receivable, due from related parties
|
2,357
|
|
|
3,322
|
|
||
Income taxes receivable
|
(12,248
|
)
|
|
926
|
|
||
Inventories, net
|
4,264
|
|
|
20,167
|
|
||
Prepaid expenses and other current assets
|
235
|
|
|
(2,643
|
)
|
||
Accounts payable
|
(4,983
|
)
|
|
(11,377
|
)
|
||
Accounts payable, due to related parties
|
(3,065
|
)
|
|
(2,569
|
)
|
||
Accrued expenses and taxes
|
(8,401
|
)
|
|
8,514
|
|
||
Other
|
956
|
|
|
1,772
|
|
||
Net cash provided by operating activities
|
52,152
|
|
|
87,484
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(3,422
|
)
|
|
(11,187
|
)
|
||
Grant Proceeds
|
—
|
|
|
75
|
|
||
Capital expenditures - leased railcars
|
(103,765
|
)
|
|
(33,444
|
)
|
||
Proceeds from the disposal of property, plant, equipment and leased railcars
|
73
|
|
|
640
|
|
||
Proceeds from sale of short-term investments - available for sale securities
|
4,086
|
|
|
—
|
|
||
Proceeds from repayments of loans by joint ventures
|
2,953
|
|
|
2,953
|
|
||
Net cash used in investing activities
|
(100,075
|
)
|
|
(40,963
|
)
|
||
Financing activities:
|
|
|
|
||||
Repayments of debt
|
(12,669
|
)
|
|
(112,834
|
)
|
||
Change in restricted cash related to long-term debt
|
30
|
|
|
263
|
|
||
Stock repurchases
|
—
|
|
|
(16,917
|
)
|
||
Payment of common stock dividends
|
(15,267
|
)
|
|
(15,613
|
)
|
||
Debt issuance costs
|
—
|
|
|
(14
|
)
|
||
Net cash used in financing activities
|
(27,906
|
)
|
|
(145,115
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
69
|
|
|
(19
|
)
|
||
Decrease in cash and cash equivalents
|
(75,760
|
)
|
|
(98,613
|
)
|
||
Cash and cash equivalents at beginning of period
|
178,571
|
|
|
298,064
|
|
||
Cash and cash equivalents at end of period
|
$
|
102,811
|
|
|
$
|
199,451
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
|
(in thousands)
|
||||||
Accounts receivable, gross (includes $4,623 of unsettled sales of short term investments)
|
$
|
45,894
|
|
|
$
|
39,869
|
|
Less allowance for doubtful accounts
|
(1,114
|
)
|
|
(142
|
)
|
||
Total accounts receivable, net
|
$
|
44,780
|
|
|
$
|
39,727
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
37,048
|
|
|
$
|
46,789
|
|
Work-in-process
|
30,114
|
|
|
28,386
|
|
||
Finished products
|
6,643
|
|
|
3,332
|
|
||
Total inventories
|
73,805
|
|
|
78,507
|
|
||
Less reserves
|
(2,998
|
)
|
|
(3,479
|
)
|
||
Total inventories, net
|
$
|
70,807
|
|
|
$
|
75,028
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
|
(in thousands)
|
||||||
Operations / Corporate:
|
|
|
|
||||
Buildings
|
$
|
185,594
|
|
|
$
|
182,970
|
|
Machinery and equipment
|
233,111
|
|
|
232,171
|
|
||
Land
|
4,813
|
|
|
4,328
|
|
||
Construction in process
|
1,135
|
|
|
1,966
|
|
||
|
424,653
|
|
|
421,435
|
|
||
Less accumulated depreciation
|
(255,025
|
)
|
|
(244,384
|
)
|
||
Property, plant and equipment, net
|
$
|
169,628
|
|
|
$
|
177,051
|
|
Railcar Leasing:
|
|
|
|
||||
Railcars on lease
|
$
|
1,100,122
|
|
|
$
|
996,422
|
|
Less accumulated depreciation
|
(105,301
|
)
|
|
(88,412
|
)
|
||
Railcars on lease, net
|
$
|
994,821
|
|
|
$
|
908,010
|
|
Remaining 6 months of 2017
|
$
|
65,036
|
|
2018
|
122,716
|
|
|
2019
|
103,354
|
|
|
2020
|
66,862
|
|
|
2021
|
49,915
|
|
|
2022 and thereafter
|
88,477
|
|
|
Total
|
496,360
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Total depreciation expense
|
$
|
14,301
|
|
|
$
|
12,961
|
|
|
$
|
28,174
|
|
|
$
|
25,616
|
|
Depreciation expense on leased railcars
|
$
|
8,658
|
|
|
$
|
7,504
|
|
|
$
|
16,894
|
|
|
$
|
14,879
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
|
(in thousands)
|
||||||
Carrying amount of investments in and loans to joint ventures
|
|
|
|
||||
Ohio Castings
|
$
|
6,654
|
|
|
$
|
7,477
|
|
Axis
|
18,029
|
|
|
18,855
|
|
||
Total investments in and loans to joint ventures
|
$
|
24,683
|
|
|
$
|
26,332
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Results of operations
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
5
|
|
|
$
|
13,683
|
|
|
$
|
4,454
|
|
|
$
|
27,337
|
|
Gross profit (loss)
|
$
|
(419
|
)
|
|
$
|
1,004
|
|
|
$
|
(2,399
|
)
|
|
$
|
1,214
|
|
Net income (loss)
|
$
|
(33
|
)
|
|
$
|
218
|
|
|
$
|
(2,467
|
)
|
|
$
|
(380
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Results of operations
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
11,089
|
|
|
$
|
16,086
|
|
|
$
|
25,455
|
|
|
$
|
32,497
|
|
Gross profit
|
$
|
2,990
|
|
|
$
|
4,818
|
|
|
$
|
7,196
|
|
|
$
|
9,860
|
|
Net earnings
|
$
|
2,161
|
|
|
$
|
3,710
|
|
|
$
|
5,492
|
|
|
$
|
7,564
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Liability, beginning of period
|
$
|
2,830
|
|
|
$
|
1,713
|
|
|
$
|
2,439
|
|
|
$
|
1,415
|
|
Provision for warranties issued during the period, net of adjustments
|
205
|
|
|
29
|
|
|
234
|
|
|
444
|
|
||||
Adjustments to warranties issued during previous periods
|
388
|
|
|
(16
|
)
|
|
920
|
|
|
(11
|
)
|
||||
Warranty claims
|
(417
|
)
|
|
(142
|
)
|
|
(587
|
)
|
|
(264
|
)
|
||||
Liability, end of period
|
$
|
3,006
|
|
|
$
|
1,584
|
|
|
$
|
3,006
|
|
|
$
|
1,584
|
|
Remaining 6 months of 2017
|
$
|
34,283
|
|
2018
|
61,315
|
|
|
2019
|
46,500
|
|
|
2020
|
26,812
|
|
|
2021
|
17,054
|
|
|
2022 and thereafter
|
16,971
|
|
|
Total
|
$
|
202,935
|
|
Remaining 6 months of 2017
|
$
|
12,919
|
|
2018
|
25,590
|
|
|
2019
|
25,507
|
|
|
2020
|
26,354
|
|
|
2021
|
26,358
|
|
|
2022 and thereafter
|
446,616
|
|
|
Total
|
$
|
563,344
|
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Service cost
|
$
|
89
|
|
|
$
|
52
|
|
|
$
|
177
|
|
|
$
|
104
|
|
Interest cost
|
236
|
|
|
246
|
|
|
471
|
|
|
492
|
|
||||
Expected return on plan assets
|
(283
|
)
|
|
(283
|
)
|
|
(565
|
)
|
|
(567
|
)
|
||||
Amortization of net actuarial loss/prior service cost
|
184
|
|
|
206
|
|
|
368
|
|
|
412
|
|
||||
Net periodic cost recognized
|
$
|
226
|
|
|
$
|
221
|
|
|
$
|
451
|
|
|
$
|
441
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Share-based compensation (income) expense
|
|
|
|
|
|
|
|
||||||||
Cost of revenues: Manufacturing
|
$
|
(17
|
)
|
|
$
|
(56
|
)
|
|
$
|
(35
|
)
|
|
$
|
(173
|
)
|
Cost of revenues: Railcar services
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(17
|
)
|
||||
Selling, general and administrative
|
(207
|
)
|
|
82
|
|
|
(434
|
)
|
|
(97
|
)
|
||||
Total share-based compensation (income) expense
|
$
|
(225
|
)
|
|
$
|
24
|
|
|
$
|
(472
|
)
|
|
$
|
(287
|
)
|
|
Accumulated Short-term Investment Transactions
|
|
Accumulated
Currency
Translation
|
|
Accumulated
Postretirement
Transactions
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance December 31, 2016
|
$
|
415
|
|
|
$
|
(2,015
|
)
|
|
$
|
(4,731
|
)
|
|
$
|
(6,331
|
)
|
Currency translation
|
—
|
|
|
581
|
|
|
—
|
|
|
581
|
|
||||
Reclassifications related to pension plans, net of tax effect of $132 (1)
|
—
|
|
|
—
|
|
|
216
|
|
|
216
|
|
||||
Unrealized gain on available for sale securities, net of tax effect of $548 (2)
|
1,018
|
|
|
—
|
|
|
—
|
|
|
1,018
|
|
||||
Reclassifications related to available for sale securities, net of tax effect of $638 (3)
|
(1,186
|
)
|
|
—
|
|
|
—
|
|
|
(1,186
|
)
|
||||
Balance June 30, 2017
|
$
|
247
|
|
|
$
|
(1,434
|
)
|
|
$
|
(4,515
|
)
|
|
$
|
(5,702
|
)
|
(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 10 for further details and pre-tax amounts.
|
(2)—
|
The unrealized gain on available for sale securities, net of tax represents the change in fair value estimates that are based on quoted prices with an active trading market (Level 1).
|
(3)—
|
The realized gain on available for sale securities sold, net of tax represents the change in fair value estimates that are based on quoted prices with an active trading market (Level 1). The pre-tax realized gain was recorded in other income/(loss) on the condensed consolidated statements of operation.
|
|
Three Months Ended June 30, 2017
|
||||||||||||||
|
Revenues
|
|
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Earnings (Loss) from Operations
|
||||||||
|
(in thousands)
|
||||||||||||||
Manufacturing
|
$
|
55,087
|
|
|
$
|
55,442
|
|
|
$
|
110,529
|
|
|
$
|
7,299
|
|
Railcar leasing
|
33,717
|
|
|
—
|
|
|
33,717
|
|
|
18,690
|
|
||||
Railcar services
|
20,216
|
|
|
1,883
|
|
|
22,099
|
|
|
3,329
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,953
|
)
|
||||
Eliminations
|
—
|
|
|
(57,325
|
)
|
|
(57,325
|
)
|
|
(2,215
|
)
|
||||
Total Consolidated
|
$
|
109,020
|
|
|
$
|
—
|
|
|
$
|
109,020
|
|
|
$
|
22,150
|
|
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended June 30, 2016
|
||||||||||||||
|
Revenues
|
|
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Earnings (Loss) from Operations
|
||||||||
|
(in thousands)
|
||||||||||||||
Manufacturing
|
$
|
97,548
|
|
|
$
|
9,266
|
|
|
$
|
106,814
|
|
|
$
|
15,538
|
|
Railcar leasing
|
33,209
|
|
|
—
|
|
|
33,209
|
|
|
20,237
|
|
||||
Railcar services
|
19,727
|
|
|
609
|
|
|
20,336
|
|
|
3,059
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,441
|
)
|
||||
Eliminations
|
—
|
|
|
(9,875
|
)
|
|
(9,875
|
)
|
|
1,581
|
|
||||
Total Consolidated
|
$
|
150,484
|
|
|
$
|
—
|
|
|
$
|
150,484
|
|
|
$
|
35,974
|
|
|
|
|
|
|
|
|
|
||||||||
|
Six Months Ended June 30, 2017
|
||||||||||||||
|
Revenues
|
|
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Earnings (Loss) from Operations
|
||||||||
|
(in thousands)
|
||||||||||||||
Manufacturing
|
$
|
115,813
|
|
|
$
|
115,546
|
|
|
$
|
231,359
|
|
|
$
|
16,450
|
|
Railcar leasing
|
67,552
|
|
|
—
|
|
|
67,552
|
|
|
37,500
|
|
||||
Railcar services
|
40,336
|
|
|
2,215
|
|
|
42,551
|
|
|
5,045
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,225
|
)
|
||||
Eliminations
|
—
|
|
|
(117,761
|
)
|
|
(117,761
|
)
|
|
(5,705
|
)
|
||||
Total Consolidated
|
$
|
223,701
|
|
|
$
|
—
|
|
|
$
|
223,701
|
|
|
$
|
44,065
|
|
|
|
|
|
|
|
|
|
||||||||
|
Six Months Ended June 30, 2016
|
||||||||||||||
|
Revenues
|
|
|
||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
Earnings (Loss) from Operations
|
||||||||
|
(in thousands)
|
||||||||||||||
Manufacturing
|
$
|
221,340
|
|
|
$
|
32,897
|
|
|
$
|
254,237
|
|
|
$
|
38,224
|
|
Railcar leasing
|
65,977
|
|
|
—
|
|
|
65,977
|
|
|
39,912
|
|
||||
Railcar services
|
39,347
|
|
|
1,568
|
|
|
40,915
|
|
|
6,567
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,949
|
)
|
||||
Eliminations
|
—
|
|
|
(34,465
|
)
|
|
(34,465
|
)
|
|
917
|
|
||||
Total Consolidated
|
$
|
326,664
|
|
|
$
|
—
|
|
|
$
|
326,664
|
|
|
$
|
76,671
|
|
Total Assets
|
June 30,
2017 |
|
December 31,
2016 |
||||
|
(in thousands)
|
||||||
Manufacturing
|
$
|
234,989
|
|
|
$
|
256,622
|
|
Railcar leasing
|
1,354,037
|
|
|
1,254,824
|
|
||
Railcar services
|
61,573
|
|
|
57,061
|
|
||
Corporate/Eliminations
|
(190,241
|
)
|
|
(112,257
|
)
|
||
Total Consolidated
|
$
|
1,460,358
|
|
|
$
|
1,456,250
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Manufacturing
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
Railcar leasing
|
|
0.2
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
—
|
%
|
Railcar services
|
|
4.0
|
%
|
|
4.8
|
%
|
|
4.7
|
%
|
|
4.7
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Manufacturing revenues from significant customers
|
34.3
|
%
|
|
46.1
|
%
|
|
32.5
|
%
|
|
33.9
|
%
|
|
June 30,
2017 |
|
December 31,
2016 |
||
Manufacturing receivables from significant customers
|
30.3
|
%
|
|
53.4
|
%
|
•
|
our prospects in light of the cyclical nature of our business;
|
•
|
the health of and prospects for the overall railcar industry;
|
•
|
risks relating to our compliance with the FRA Directive, any developments related to the FRA Directive and any costs or loss of revenue related thereto;
|
•
|
the risk of being unable to market or remarket railcars for sale or lease at favorable prices or on favorable terms or at all;
|
•
|
risks relating to the ongoing transition of the management of our railcar leasing business from ARL to in-house management following completion of the ARL Sale;
|
•
|
fluctuations in commodity prices, including oil and gas;
|
•
|
the impact, costs and expenses of any warranty claims to which we may be subject now or in the future;
|
•
|
the highly competitive nature of the manufacturing, railcar leasing and railcar services industries;
|
•
|
the variable purchase patterns of our railcar customers and the timing of completion, customer acceptance and shipment of orders, as well as the mix of railcars for lease versus direct sale;
|
•
|
risks relating to our compliance with, and the overall railcar industry's implementation of, United States and Canadian regulations related to the transportation of flammable liquids by rail;
|
•
|
our ability to manage overhead and variations in production rates;
|
•
|
our ability to recruit, retain and train qualified personnel;
|
•
|
the impact of any economic downturn, adverse market conditions or restricted credit markets;
|
•
|
our reliance upon a small number of customers that represent a large percentage of our revenues and backlog;
|
•
|
fluctuations in the costs of raw materials, including steel and railcar components, and delays in the delivery of such raw materials and components;
|
•
|
fluctuations in the supply of components and raw materials we use in railcar manufacturing;
|
•
|
the ongoing risks related to our relationship with Mr. Carl Icahn, our principal beneficial stockholder through Icahn Enterprises L.P. (IELP), and certain of his affiliates;
|
•
|
the risks associated with ongoing compliance with environmental, health, safety, and regulatory laws and regulations, which may be subject to change;
|
•
|
the impact, costs and expenses of any litigation to which we may be subject now or in the future;
|
•
|
the risks associated with our current joint ventures and anticipated capital needs of, and production capabilities at our joint ventures;
|
•
|
the sufficiency of our liquidity and capital resources, including long-term capital needs to support the growth of our lease fleet;
|
•
|
the impact of repurchases pursuant to our Stock Repurchase Program on our current liquidity and the ownership percentage of our principal beneficial stockholder through IELP, Mr. Carl Icahn;
|
•
|
the conversion of our railcar backlog into revenues equal to our reported estimated backlog value;
|
•
|
the risks and impact associated with any potential joint ventures, acquisitions, strategic opportunities, dispositions or new business endeavors;
|
•
|
the integration with other systems and ongoing management of our new enterprise resource planning system; and
|
•
|
the risks related to our and our subsidiaries' indebtedness and compliance with covenants contained in our and our subsidiaries' financing arrangements.
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
$
|
|
%
|
|
June 30,
|
|
$
|
|
%
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|
Change
|
||||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Manufacturing
|
$
|
55,087
|
|
|
$
|
97,548
|
|
|
$
|
(42,461
|
)
|
|
(43.5
|
)
|
|
$
|
115,813
|
|
|
$
|
221,340
|
|
|
$
|
(105,527
|
)
|
|
(47.7
|
)
|
Railcar leasing
|
33,717
|
|
|
33,209
|
|
|
508
|
|
|
1.5
|
|
|
67,552
|
|
|
65,977
|
|
|
1,575
|
|
|
2.4
|
|
||||||
Railcar services
|
20,216
|
|
|
19,727
|
|
|
489
|
|
|
2.5
|
|
|
40,336
|
|
|
39,347
|
|
|
989
|
|
|
2.5
|
|
||||||
Total revenues
|
$
|
109,020
|
|
|
$
|
150,484
|
|
|
$
|
(41,464
|
)
|
|
(27.6
|
)
|
|
$
|
223,701
|
|
|
$
|
326,664
|
|
|
$
|
(102,963
|
)
|
|
(31.5
|
)
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Manufacturing
|
$
|
(51,121
|
)
|
|
$
|
(81,437
|
)
|
|
$
|
30,316
|
|
|
(37.2
|
)
|
|
$
|
(105,680
|
)
|
|
$
|
(183,718
|
)
|
|
$
|
78,038
|
|
|
(42.5
|
)
|
Other operating income
|
1,033
|
|
|
—
|
|
|
1,033
|
|
|
*
|
|
|
1,064
|
|
|
—
|
|
|
1,064
|
|
|
*
|
|
||||||
Railcar leasing
|
(11,617
|
)
|
|
(10,356
|
)
|
|
(1,261
|
)
|
|
12.2
|
|
|
(23,676
|
)
|
|
(20,531
|
)
|
|
(3,145
|
)
|
|
15.3
|
|
||||||
Railcar services
|
(16,146
|
)
|
|
(15,420
|
)
|
|
(726
|
)
|
|
4.7
|
|
|
(33,536
|
)
|
|
(30,657
|
)
|
|
(2,879
|
)
|
|
9.4
|
|
||||||
Total cost of revenues
|
$
|
(77,851
|
)
|
|
$
|
(107,213
|
)
|
|
$
|
29,362
|
|
|
(27.4
|
)
|
|
$
|
(161,828
|
)
|
|
$
|
(234,906
|
)
|
|
$
|
73,078
|
|
|
(31.1
|
)
|
Selling, general and administrative
|
(9,019
|
)
|
|
(7,297
|
)
|
|
(1,722
|
)
|
|
23.6
|
|
|
(17,821
|
)
|
|
(15,254
|
)
|
|
(2,567
|
)
|
|
16.8
|
|
||||||
Net gains on disposition of leased railcars
|
—
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
13
|
|
|
167
|
|
|
(154
|
)
|
|
*
|
|
||||||
Earnings from operations
|
$
|
22,150
|
|
|
$
|
35,974
|
|
|
$
|
(13,824
|
)
|
|
(38.4
|
)
|
|
$
|
44,065
|
|
|
$
|
76,671
|
|
|
$
|
(32,606
|
)
|
|
(42.5
|
)
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||
Ohio Castings
|
$
|
(11
|
)
|
|
$
|
34
|
|
|
$
|
(45
|
)
|
|
$
|
(823
|
)
|
|
$
|
(165
|
)
|
|
$
|
(658
|
)
|
Axis
|
807
|
|
|
1,424
|
|
|
(617
|
)
|
|
2,169
|
|
|
3,109
|
|
|
(940
|
)
|
||||||
Total Earnings from Joint Ventures
|
$
|
796
|
|
|
$
|
1,458
|
|
|
$
|
(662
|
)
|
|
$
|
1,346
|
|
|
$
|
2,944
|
|
|
$
|
(1,598
|
)
|
|
Three Months Ended June 30,
|
|
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
|
||||||||||||||||||||||
|
(in thousands)
|
|
|
||||||||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
External
|
|
Intersegment
|
|
Total
|
|
Change
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Manufacturing
|
$
|
55,087
|
|
|
$
|
55,442
|
|
|
$
|
110,529
|
|
|
$
|
97,548
|
|
|
$
|
9,266
|
|
|
$
|
106,814
|
|
|
$
|
3,715
|
|
Railcar leasing
|
33,717
|
|
|
—
|
|
|
33,717
|
|
|
33,209
|
|
|
—
|
|
|
33,209
|
|
|
508
|
|
|||||||
Railcar services
|
20,216
|
|
|
1,883
|
|
|
22,099
|
|
|
19,727
|
|
|
609
|
|
|
20,336
|
|
|
1,763
|
|
|||||||
Eliminations
|
—
|
|
|
(57,325
|
)
|
|
(57,325
|
)
|
|
—
|
|
|
(9,875
|
)
|
|
(9,875
|
)
|
|
(47,450
|
)
|
|||||||
Total Consolidated
|
$
|
109,020
|
|
|
$
|
—
|
|
|
$
|
109,020
|
|
|
$
|
150,484
|
|
|
$
|
—
|
|
|
$
|
150,484
|
|
|
$
|
(41,464
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Six Months Ended June 30,
|
|
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
|
||||||||||||||||||||||
|
(in thousands)
|
|
|
||||||||||||||||||||||||
|
External
|
|
Intersegment
|
|
Total
|
|
External
|
|
Intersegment
|
|
Total
|
|
Change
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Manufacturing
|
$
|
115,813
|
|
|
$
|
115,546
|
|
|
$
|
231,359
|
|
|
$
|
221,340
|
|
|
$
|
32,897
|
|
|
$
|
254,237
|
|
|
$
|
(22,878
|
)
|
Railcar leasing
|
67,552
|
|
|
—
|
|
|
67,552
|
|
|
65,977
|
|
|
—
|
|
|
65,977
|
|
|
1,575
|
|
|||||||
Railcar services
|
40,336
|
|
|
2,215
|
|
|
42,551
|
|
|
39,347
|
|
|
1,568
|
|
|
40,915
|
|
|
1,636
|
|
|||||||
Eliminations
|
—
|
|
|
(117,761
|
)
|
|
(117,761
|
)
|
|
—
|
|
|
(34,465
|
)
|
|
(34,465
|
)
|
|
(83,296
|
)
|
|||||||
Total Consolidated
|
$
|
223,701
|
|
|
$
|
—
|
|
|
$
|
223,701
|
|
|
$
|
326,664
|
|
|
$
|
—
|
|
|
$
|
326,664
|
|
|
$
|
(102,963
|
)
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||
Earnings (Loss) from Operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Manufacturing
|
$
|
7,299
|
|
|
$
|
15,538
|
|
|
$
|
(8,239
|
)
|
|
$
|
16,450
|
|
|
$
|
38,224
|
|
|
$
|
(21,774
|
)
|
Railcar leasing
|
18,690
|
|
|
20,237
|
|
|
(1,547
|
)
|
|
37,500
|
|
|
39,912
|
|
|
(2,412
|
)
|
||||||
Railcar services
|
3,329
|
|
|
3,059
|
|
|
270
|
|
|
5,045
|
|
|
6,567
|
|
|
(1,522
|
)
|
||||||
Corporate
|
(4,953
|
)
|
|
(4,441
|
)
|
|
(512
|
)
|
|
(9,225
|
)
|
|
(8,949
|
)
|
|
(276
|
)
|
||||||
Eliminations
|
(2,215
|
)
|
|
1,581
|
|
|
(3,796
|
)
|
|
(5,705
|
)
|
|
917
|
|
|
(6,622
|
)
|
||||||
Total Consolidated
|
$
|
22,150
|
|
|
$
|
35,974
|
|
|
$
|
(13,824
|
)
|
|
$
|
44,065
|
|
|
$
|
76,671
|
|
|
$
|
(32,606
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Segment Operating Margins
|
|
|
|
|
|
|
|
||||
Manufacturing
|
6.6
|
%
|
|
14.5
|
%
|
|
7.1
|
%
|
|
15.0
|
%
|
Railcar leasing
|
55.4
|
%
|
|
60.9
|
%
|
|
55.5
|
%
|
|
60.5
|
%
|
Railcar services
|
15.1
|
%
|
|
15.0
|
%
|
|
11.9
|
%
|
|
16.1
|
%
|
|
Six Months Ended
June 30, |
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
|
(in thousands)
|
|
|
||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
52,152
|
|
|
$
|
87,484
|
|
|
$
|
(35,332
|
)
|
Investing activities
|
(100,075
|
)
|
|
(40,963
|
)
|
|
(59,112
|
)
|
|||
Financing activities
|
(27,906
|
)
|
|
(145,115
|
)
|
|
117,209
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
69
|
|
|
(19
|
)
|
|
88
|
|
|||
Decrease in cash and cash equivalents
|
$
|
(75,760
|
)
|
|
$
|
(98,613
|
)
|
|
$
|
22,853
|
|
•
|
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
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including by restricting our ability to manage our own lease fleet in connection with the ARL Sale;
|
•
|
place us at a competitive disadvantage compared to our competitors that have less debt; and
|
•
|
limit, among other things, our ability to borrow additional funds for working capital, capital expenditures, general corporate purposes or acquisitions.
|
•
|
cease selling or using any of our products that incorporate the asserted intellectual property, which would adversely affect our revenues;
|
•
|
pay substantial damages for past use of the asserted intellectual property;
|
•
|
obtain a license from the holder of the asserted intellectual property, which license may not be available on reasonable terms, if at all; and
|
•
|
redesign or rename, in the case of trademark claims, our products to avoid infringing the intellectual property rights of third parties, which may be costly and time-consuming, if possible at all.
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (2)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
|
||||||
April 1, 2017 through April 30, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
163,975,779
|
|
May 1, 2017 through May 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
163,975,779
|
|
June 1, 2017 through June 30, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
163,975,779
|
|
Total
|
|
—
|
|
|
|
|
—
|
|
|
|
||||
(1) - There were no repurchases under the Stock Repurchase Program during the quarter ended June 30, 2017.
|
||||||||||||||
(2) - On July 28, 2015, our board of directors authorized the Stock Repurchase Program pursuant to which we may, from time to time, repurchase up to $250.0 million of our common stock. The Stock Repurchase Program will end upon the earlier of the date on which it is terminated by the board or when all authorized repurchases are completed.
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.1
|
|
Consulting Services Agreement, by and between American Railcar Industries, Inc. and AEPC RemainCo LLC, dated June 1, 2017 (incorporated by reference to Exhibit 10.1 to ARI’s Current Report on Form 8-K, filed with the SEC on June 7, 2017)
|
|
|
|
10.2
|
|
Consulting Services Agreement, by and between American Railcar Industries, Inc. and AEP Rail RemainCo LLC, dated June 1, 2017 (incorporated by reference to Exhibit 10.1 to ARI’s Current Report on Form 8-K, filed with the SEC on June 7, 2017)
|
|
|
|
10.3
|
|
Subcontractor Agreement, by and among American Railcar Industries, Inc., American Railcar Leasing LLC and solely for the purposes of Section 5 thereof, American Entertainment Properties Corp., dated June 1, 2017 (incorporated by reference to Exhibit 10.1 to ARI’s Current Report on Form 8-K, filed with the SEC on June 7, 2017)
|
|
|
|
10.4
|
|
Amended and Restated Consulting Services Agreement, by and between American Railcar Industries, Inc. and AEPC RemainCo LLC, effective as of June 1, 2017*
|
|
|
|
10.5
|
|
Amended and Restated Consulting Services Agreement, by and between American Railcar Industries, Inc. and AEP Rail RemainCo LLC, effective as of June 1, 2017*
|
|
|
|
31.1
|
|
Rule 13a-14(a), 15d-14(a) Certification of the Chief Executive Officer*
|
|
|
|
31.2
|
|
Rule 13a-14(a), 15d-14(a) 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*
|
|
|
|
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
|
#
|
Indicates management contract or compensatory plan or arrangement.
|
|
|
AMERICAN RAILCAR INDUSTRIES, INC.
|
||
|
|
|
|
|
Date:
|
August 1, 2017
|
By:
|
|
/s/ Jeffrey S. Hollister
|
|
|
|
|
Jeffrey S. Hollister, President and Chief Executive Officer
|
|
|
|
|
|
|
|
By:
|
|
/s/ Luke M. Williams
|
|
|
|
|
Luke M. Williams, Senior Vice President, Chief Financial Officer and Treasurer
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.1
|
|
Consulting Services Agreement, by and between American Railcar Industries, Inc. and AEPC RemainCo LLC, dated June 1, 2017 (incorporated by reference to Exhibit 10.1 to ARI’s Current Report on Form 8-K, filed with the SEC on June 7, 2017)
|
|
|
|
10.2
|
|
Consulting Services Agreement, by and between American Railcar Industries, Inc. and AEP Rail RemainCo LLC, dated June 1, 2017 (incorporated by reference to Exhibit 10.1 to ARI’s Current Report on Form 8-K, filed with the SEC on June 7, 2017)
|
|
|
|
10.3
|
|
Subcontractor Agreement, by and among American Railcar Industries, Inc., American Railcar Leasing LLC and solely for the purposes of Section 5 thereof, American Entertainment Properties Corp., dated June 1, 2017 (incorporated by reference to Exhibit 10.1 to ARI’s Current Report on Form 8-K, filed with the SEC on June 7, 2017)
|
|
|
|
10.4
|
|
Amended and Restated Consulting Services Agreement, by and between American Railcar Industries, Inc. and AEPC RemainCo LLC, effective as of June 1, 2017*
|
|
|
|
10.5
|
|
Amended and Restated Consulting Services Agreement, by and between American Railcar Industries, Inc. and AEP Rail RemainCo LLC, effective as of June 1, 2017*
|
|
|
|
31.1
|
|
Rule 13a-14(a), 15d-14(a) Certification of the Chief Executive Officer*
|
|
|
|
31.2
|
|
Rule 13a-14(a), 15d-14(a) 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*
|
|
|
|
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
|
#
|
Indicates management contract or compensatory plan or arrangement.
|
If to the Company:
|
AEPC RemainCo LLC
C/O Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
Attention: Keith Cozza
with a copy to:
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
Attention: Legal Department
|
|
|
|
|
|
|
If to the Consultant:
|
American Railcar Industries, Inc.
100 Clark Street
St. Charles, Missouri 63301
|
|
|
AEPC REMAINCO LLC
|
|
|
By____________________________________
Name:
Title:
|
|
|
AMERICAN RAILCAR INDUSTRIES, INC.
|
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By____________________________________
Name:
Title:
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1.
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Consulting the Company as the owner of railcars on all aspects of railcar ownership that owner needs to understand and decide on in the ordinary course of business as is typical for an owner that is a passive owner (not an operating owner) and has such railcars subject to third-party management services, it being understood that the Consultant will not be performing any such third-party management services;
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2.
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Facilitating communications between Company as the owner of railcars and its manager, directive manager, any railroad, lessees or any regulatory entities;
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3.
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Reviewing BRCs and RWD 2016-01 paperwork and reports related to the railcars owned by Company; provided that BRCs will only be reviewed to the extent requested by Company;
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4.
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Reviewing and reconciling Company invoices prepared by Company’s manager, payments by lessees to Company’s manager on behalf of Company, and remittances by Company’s manager to Company; and
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5.
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Performing other services as requested by Company and agreed by Consultant.
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If to the Company:
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AEP Rail RemainCo LLC
C/O Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
Attention: Keith Cozza
with a copy to:
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
Attention: Legal Department
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If to the Consultant:
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American Railcar Industries, Inc.
100 Clark Street
St. Charles, Missouri 63301
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AEP RAIL REMAINCO LLC
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By____________________________________
Name:
Title:
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AMERICAN RAILCAR INDUSTRIES, INC.
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By____________________________________
Name:
Title:
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1.
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Consulting the Company as the owner of railcars on all aspects of railcar ownership that owner needs to understand and decide on in the ordinary course of business as is typical for an owner that is a passive owner (not an operating owner) and has such railcars subject to third-party management services, it being understood that the Consultant will not be performing any such third-party management services;
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2.
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Facilitating communications between Company as the owner of railcars and its manager, directive manager, any railroad, lessees or any regulatory entities;
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3.
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Reviewing BRCs and RWD 2016-01 paperwork and reports related to the railcars owned by Company; provided that BRCs will only be reviewed to the extent requested by Company;
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4.
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Reviewing and reconciling Company invoices prepared by Company’s manager, payments by lessees to Company’s manager on behalf of Company, and remittances by Company’s manager to Company; and
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5.
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Performing other services as requested by Company and agreed by Consultant.
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1.
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I have reviewed this quarterly report on Form 10-Q of American Railcar Industries, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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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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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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August 1, 2017
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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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I have reviewed this quarterly report on Form 10-Q of American Railcar Industries, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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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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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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August 1, 2017
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/s/ Luke M. Williams
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Luke M. Williams, Senior Vice President, Chief Financial Officer and Treasurer
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1.
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the quarterly report on Form 10-Q of the Company for the three months ended
June 30, 2017
(the “Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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August 1, 2017
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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 quarterly report on Form 10-Q of the Company for the three months ended
June 30, 2017
(the “Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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August 1, 2017
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/s/ Luke M. Williams
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Luke M. Williams, Senior Vice President, Chief Financial Officer and Treasurer
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