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8-K - FORM 8-K - American Railcar Industries, Inc.c23727e8vk.htm
Exhibit 99.1
         
Press Release
  (ARI LOGO)   AMERICAN RAILCAR INDUSTRIES, INC.
100 Clark Street, St. Charles, Missouri 63301
www.americanrailcar.com
         
For Release: OCTOBER 26, 2011
  Contact:   Dale C. Davies
Michael Obertop
636.940.6000
AMERICAN RAILCAR INDUSTRIES, INC. REPORTS LARGEST BACKLOG SINCE JUNE
2008 AND INCREASED RAILCAR SHIPMENTS
St. Charles, MO, October 26, 2011 — American Railcar Industries, Inc. (ARI or the Company) (NASDAQ: ARII) today reported its third quarter 2011 financial results.
Third Quarter Highlights
   
The Company’s backlog increased to approximately 7,110 railcars at September 30, 2011, the largest since June 2008. The Company’s backlog at September 30, 2011 included approximately 1,700 railcars for lease. The Company had approximately 1,050 railcars in its backlog at December 31, 2010.
   
Total revenues for the third quarter of 2011 were $125.8 million compared to $64.8 million for the third quarter of 2010.
   
Railcar shipments for the third quarter of 2011 were approximately 1,340 railcars compared to approximately 420 railcars for the same period in 2010.
   
Gross profit was $15.0 million for the third quarter of 2011 compared to $2.3 million for the same period in 2010.
   
Net earnings per share for the third quarter of 2011 were $0.19 compared to a net loss per share of $(0.29) for the same period in 2010.
   
Adjusted EBITDA was $12.2 million for the third quarter of 2011 compared to $1.5 million for the same period in 2010.
Message from ARI’s President and CEO
“Our orders of over 9,100 railcars during the first nine months of 2011 have given us our largest backlog since June 2008. Revenues, railcar shipments and gross profit have increased in the third quarter of 2011 compared to the second quarter of 2011 and the third quarter of 2010. We have continued to ramp up production to meet customer demand with approximately 1,340 deliveries for the third quarter,” said James Cowan, President and CEO of ARI. “Our railcar services segment also reported strong results, with gross profit margin at 27% on revenues of $17.2 million for the third quarter of 2011.”
Discussion of Results
For the third quarter of 2011, total revenues were $125.8 million compared to $64.8 million for the third quarter of 2010. Revenues increased primarily due to an increase in railcar shipments.
EBITDA, adjusted to exclude stock based compensation (Adjusted EBITDA), was $12.2 million for the third quarter of 2011 compared to $1.5 million for the comparable quarter of 2010. The increase from 2010 resulted primarily from increases in revenues and gross profit margin. The Company’s gross profit margin increase was primarily attributable to increased shipments, improved pricing and leverage created by higher volumes, partially offset by decreased railcar repair projects at the manufacturing facilities as this capacity was returned to new railcar manufacturing. Selling, administrative and other costs, exclusive of stock based compensation, remained consistent with the third quarter of 2010. A reconciliation of the Company’s net earnings (loss) to EBITDA and Adjusted EBITDA (both non-GAAP financial measures) is set forth in the supplemental disclosure attached to this press release.
Net interest expense was $3.5 million for the third quarter of 2011 compared to $4.3 million of net interest expense for the third quarter of 2010. Interest expense decreased due to capitalized interest recorded for the investment in the Company’s joint venture.

 

 


 

The Company reported net earnings of $4.0 million, or $0.19 per share, for the third quarter of 2011 compared to a net loss of $(6.3) million, or $(0.29) per share, for the same period in 2010. The Company’s net earnings increased due to the factors mentioned above and a decrease in stock based compensation of $4.6 million as a result of fluctuations in the Company’s stock price.
For the nine months ended September 30, 2011, total revenues were $322.5 million compared to $178.3 million for the comparable period in 2010. Revenues increased primarily due to an increase in railcar shipments, partially offset by decreased railcar repair projects at the manufacturing facilities as this capacity was returned to new railcar manufacturing. During the nine months ended September 30, 2011, approximately 3,060 railcars were shipped compared to approximately 1,130 railcars for the same period of 2010.
Adjusted EBITDA was $26.8 million for the nine months ended September 30, 2011 compared to $2.0 million for the same period in 2010. The increase resulted primarily from an increase in revenues and gross profit margin and a decrease in selling, administrative and other costs, exclusive of stock based compensation. The Company’s gross profit margin increase was primarily attributable to increased railcar shipments, improved pricing and leverage created by higher volumes. Selling, administrative and other costs, exclusive of stock based compensation, decreased primarily due to a decrease in outside services. In addition, losses from the Company’s joint ventures increased, which were primarily attributable to restarting production of the Company’s castings joint venture and the continued development of the Company’s Indian joint venture business.
Net interest expense for the nine months ended September 30, 2011 was $12.3 million compared to $13.4 million of net interest expense for the same period in 2010. Interest expense decreased due to capitalized interest recorded for the investment in the Company’s joint venture.
The Company reported a net loss of $(0.7) million, or $(0.03) per share, for the nine months ended September 30, 2011 compared to a net loss of $(19.2) million, or $(0.90) per share, for the same period in 2010. The Company’s net loss decreased due to the factors mentioned above and a decrease in stock based compensation of $3.5 million as a result of fluctuations in the Company’s stock price.
ARI will host a webcast and conference call on Thursday, October 27, 2011 at 10:00 am (Eastern Time) to discuss the Company’s third quarter 2011 financial results. To participate in the webcast, please log-on to ARI’s investor relations page through the ARI website at www.americanrailcar.com. To participate in the conference call, please dial 877.745.9389. Participants are asked to log-on to the ARI website or dial in to the conference call approximately 10 to 15 minutes prior to the start time. An audio replay of the call will also be available on the Company’s website promptly following the earnings call.
About American Railcar Industries, Inc.
American Railcar Industries, Inc. is a leading North American designer and manufacturer of hopper and tank railcars. ARI also leases, repairs and refurbishes railcars, provides fleet management services and designs and manufactures certain railcar and industrial components. ARI provides its railcar customers with integrated solutions through a comprehensive set of high quality products and related services.

 

 


 

Forward Looking Statement Disclaimer
This press release contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Forward-looking statements represent the Company’s estimates and assumptions only as of the date of this press release. Such statements include, without limitation, statements regarding potential improvements in ARI’s business and the overall railcar industry, the potential for increased order activity, improved pricing, anticipated future production rates, the Company’s backlog and any implication that the Company’s backlog may be indicative of future sales. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from the results described in or anticipated by the Company’s forward-looking statements. Other potential risks and uncertainties include, among other things: the impact of the recent economic downturn, adverse market conditions and restricted credit markets, and the impact of the continuation of these conditions; ARI’s reliance upon a small number of customers that represent a large percentage of revenues and backlog; the health of and prospects for the overall railcar industry; prospects in light of the cyclical nature of the railcar manufacturing business and the current economic environment; anticipated trends relating to shipments, leasing, railcar services, revenues, financial condition or results of operations; the Company’s ability to manage overhead and variations in production rates; the highly competitive nature of the railcar manufacturing industry; fluctuating 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 that ARI uses in railcar manufacturing; anticipated production schedules for products and the anticipated financing needs, construction and production schedules of ARI’s joint ventures; the risks associated with potential joint ventures, potential acquisitions or new business endeavors; the international economic and political risks related to ARI’s joint ventures’ current and potential international operations; the risk of the lack of acceptance of new railcar offerings by ARI’s customers and the risk of initial production costs for the Company’s new railcar offerings being significantly higher than expected; the sufficiency of the Company’s liquidity and capital resources; the conversion of ARI’s railcar backlog into revenues; compliance with covenants contained in the Company’s unsecured senior notes; the impact and anticipated benefits of any acquisitions ARI may complete; the impact and costs and expenses of any litigation ARI may be subject to now or in the future; the ongoing benefits and risks related to the Company’s relationship with Mr. Carl Icahn (the chairman of the Company’s board of directors and, through his holdings of Icahn Enterprises LP, the Company’s principal beneficial stockholder) and certain of his affiliates; and the additional risk factors described in ARI’s filings with the Securities and Exchange Commission. The Company expressly disclaims any duty to provide updates to any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise.

 

 


 

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
                 
    As of  
    September 30,     December 31,  
    2011     2010  
    (unaudited)          
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 284,099     $ 318,758  
Accounts receivable, net
    32,441       21,002  
Accounts receivable, due from related parties
    3,473       4,981  
Income taxes receivable
    14,878       14,939  
Inventories, net
    114,628       50,033  
Deferred tax assets
    3,632       3,029  
Prepaid expenses and other current assets
    3,502       2,654  
 
           
Total current assets
    456,653       415,396  
 
               
Property, plant and equipment, net
    175,630       181,255  
Deferred debt issuance costs
    1,489       1,951  
Interest receivable, due from related parties
    308       187  
Goodwill
    7,169       7,169  
Investments in and loans to joint ventures
    45,319       48,169  
Other assets
    862       240  
 
           
Total assets
  $ 687,430     $ 654,367  
 
           
 
               
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable
  $ 66,417     $ 29,334  
Accounts payable, due to related parties
    499       275  
Accrued expenses and taxes
    8,909       5,095  
Accrued compensation
    10,880       11,054  
Accrued interest expense
    1,719       6,875  
 
           
Total current liabilities
    88,424       52,633  
 
               
Senior unsecured notes
    275,000       275,000  
Deferred tax liability
    8,226       7,938  
Pension and post-retirement liabilities
    6,132       6,707  
Other liabilities
    2,700       4,313  
 
           
Total liabilities
    380,482       346,591  
 
               
Commitments and contingencies
               
 
               
Stockholders’ equity:
               
Common stock, $0.01 par value, 50,000,000 shares authorized, 21,352,297 shares issued and outstanding at September 30, 2011 and 21,316,296 shares issued and outstanding at December 31, 2010
    214       213  
Additional paid-in capital
    239,608       238,947  
Retained earnings
    66,475       67,209  
Accumulated other comprehensive income
    651       1,407  
 
           
Total stockholders’ equity
    306,948       307,776  
 
           
Total liabilities and stockholders’ equity
  $ 687,430     $ 654,367  
 
           

 

 


 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, unaudited)
                 
    For the Three Months Ended  
    September 30,  
    2011     2010  
 
               
Revenues:
               
Manufacturing operations (including $0 and $19,274 from affiliates for the three months ended September 30, 2011 and 2010, respectively)
  $ 108,615     $ 48,404  
 
               
Railcar services (including revenues from affiliates of $6,916 and $4,263 for the three months ended September 30, 2011 and 2010, respectively)
    17,169       16,393  
 
           
Total revenues
    125,784       64,797  
 
               
Cost of revenues:
               
Manufacturing operations
    (98,211 )     (49,366 )
Railcar services
    (12,618 )     (13,141 )
 
           
Total cost of revenues
    (110,829 )     (62,507 )
Gross profit
    14,955       2,290  
 
               
Selling, administrative and other (including costs to a related party of $145 and $154 for the three months ended September 30, 2011 and 2010, respectively)
    (2,934 )     (6,232 )
 
           
Earnings (loss) from operations
    12,021       (3,942 )
 
               
Interest income (including income from related parties of $717 for both the three months ended September 30, 2011 and 2010)
    1,005       1,058  
Interest expense
    (4,478 )     (5,316 )
Other income (including income from a related party of $4 for both the three months ended September 30, 2011 and 2010)
    5       4  
Loss from joint ventures
    (2,170 )     (1,946 )
 
           
Earnings (loss) before income taxes
    6,383       (10,142 )
Income tax (expense) benefit
    (2,357 )     3,890  
 
           
Net earnings (loss)
  $ 4,026     $ (6,252 )
 
           
 
               
Net earnings (loss) per common share — basic and diluted
  $ 0.19     $ (0.29 )
Weighted average common shares outstanding — basic and diluted
    21,352       21,302  
 
               
Dividends declared per common share
  $     $  

 

 


 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, unaudited)
                 
    For the Nine Months Ended  
    September 30,  
    2011     2010  
 
               
Revenues:
               
Manufacturing operations (including revenues from affiliates of $1,221 and $65,401 for the nine months ended September 30, 2011 and 2010, respectively)
  $ 271,908     $ 127,262  
 
               
Railcar services (including revenues from affiliates of $19,049 and $10,283 for the nine months ended September 30, 2011 and 2010, respectively)
    50,632       51,011  
 
           
Total revenues
    322,540       178,273  
 
               
Cost of revenues:
               
Manufacturing operations
    (250,892 )     (131,643 )
Railcar services
    (38,493 )     (40,814 )
 
           
Total cost of revenues
    (289,385 )     (172,457 )
Gross profit
    33,155       5,816  
 
               
Selling, administrative and other (including costs to a related party of $436 and $462 for the nine months ended September 30, 2011 and 2010, respectively)
    (14,878 )     (17,925 )
 
           
Earnings (loss) from operations
    18,277       (12,109 )
 
               
Interest income (including income from related parties of $2,111 and $1,938 for the nine months ended September 30, 2011 and 2010, respectively)
    2,865       2,557  
Interest expense
    (15,143 )     (15,956 )
Other income (including income from a related party of $11 and $12 for the nine months ended September 30, 2011 and 2010, respectively)
    24       381  
Loss from joint ventures
    (7,241 )     (5,999 )
 
           
Loss before income taxes
    (1,218 )     (31,126 )
Income tax benefit
    484       11,969  
 
           
Net loss
  $ (734 )   $ (19,157 )
 
           
 
               
Net loss per common share — basic and diluted
  $ (0.03 )   $ (0.90 )
Weighted average common shares outstanding — basic and diluted
    21,351       21,302  
 
               
Dividends declared per common share
  $     $  

 

 


 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
                 
    For the Nine Months Ended  
    September 30,  
    2011     2010  
 
   
Operating activities:
               
Net loss
  $ (734 )   $ (19,157 )
Adjustments to reconcile net earnings to net cash used in operating activities:
               
Depreciation
    16,872       17,777  
Amortization of deferred costs
    524       524  
Loss on disposal of property, plant and equipment
    82       34  
Stock based compensation
    (1,128 )     2,353  
Change in interest receivable, due from related parties
    (120 )     837  
Change in investments in joint ventures as a result of loss
    7,241       5,999  
Realized gain on short-term investments — available-for-sale securities
          (379 )
Deferred income tax benefit
    (312 )     (12,320 )
(Recovery) provision for doubtful accounts receivable
    (26 )     68  
Changes in operating assets and liabilities:
               
Accounts receivable, net
    (11,437 )     (7,663 )
Accounts receivable, due from related parties
    1,448       (4,601 )
Income taxes receivable
    (12 )     831  
Inventories, net
    (64,633 )     (18,049 )
Prepaid expenses and other current assets
    (848 )     1,032  
Accounts payable
    37,091       15,462  
Accounts payable, due to related parties
    224       (196 )
Accrued expenses and taxes
    (1,989 )     (4,408 )
Other
    (1,463 )     19  
 
           
Net cash used in operating activities
    (19,220 )     (21,837 )
Investing activities:
               
Purchases of property, plant and equipment
    (11,836 )     (4,852 )
Proceeds from the sale of property, plant and equipment
    117       104  
Proceeds from the sale of short-term investments — available-for-sale securities
          4,180  
Investments in and loans to joint ventures
    (4,453 )     (14,298 )
 
           
Net cash used in investing activities
    (16,172 )     (14,866 )
Financing activities:
               
Proceeds from stock option exercises
    756        
 
           
Net cash provided by financing activities
    756        
 
           
Effect of exchange rate changes on cash and cash equivalents
    (23 )     1  
 
           
Decrease in cash and cash equivalents
    (34,659 )     (36,702 )
Cash and cash equivalents at beginning of period
    318,758       347,290  
 
           
Cash and cash equivalents at end of period
  $ 284,099     $ 310,588  
 
           

 

 


 

RECONCILIATION OF NET EARNINGS (LOSS) TO EBITDA AND ADJUSTED EBITDA
(In thousands, unaudited)
                                 
    Three months ended     Nine months ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
 
                               
Net earnings (loss)
  $ 4,026     $ (6,252 )   $ (734 )   $ (19,157 )
Income tax expense (benefit)
    2,357       (3,890 )     (484 )     (11,969 )
Interest expense
    4,478       5,316       15,143       15,956  
Interest income
    (1,005 )     (1,058 )     (2,865 )     (2,557 )
Depreciation
    5,418       5,876       16,872       17,777  
 
                       
EBITDA
  $ 15,274     $ (8 )   $ 27,932     $ 50  
 
                       
(Income) expense related to stock appreciation rights compensation 1
    (3,087 )     1,532       (1,128 )     2,353  
Other income on short-term investment activity
                      (379 )
 
                       
Adjusted EBITDA
  $ 12,187     $ 1,524     $ 26,804     $ 2,024  
 
                       
     
1  
SARs are cash settled at time of exercise
EBITDA represents net earnings (loss) before income tax expense (benefit), interest expense (income) and depreciation of property, plant and equipment. The Company believes EBITDA is useful to investors in evaluating ARI’s operating performance compared to that of other companies in the same industry. In addition, ARI’s management uses EBITDA to evaluate operating performance. The calculation of EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending. These items may vary for different companies for reasons unrelated to the overall operating performance of a company’s business. EBITDA is not a financial measure presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Accordingly, when analyzing the Company’s operating performance, investors should not consider EBITDA in isolation or as a substitute for net loss, cash flows used in operating activities or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. The calculation of EBITDA is not necessarily comparable to that of other similarly titled measures reported by other companies.
Adjusted EBITDA represents EBITDA before stock based compensation related to stock appreciation rights (SARs), and before income on short-term investments. Management believes that Adjusted EBITDA is useful to investors in evaluating the Company’s operating performance, and therefore uses Adjusted EBITDA for that purpose. The Company’s SARs, which settle in cash, are revalued each quarter based primarily upon changes in ARI’s stock price. Management believes that eliminating the expense or income associated with stock based compensation and short-term investment activity allows management and ARI’s investors to understand better the operating results independent of financial changes caused by the fluctuating price and value of the Company’s common stock and short-term investments. Adjusted EBITDA is not a financial measure presented in accordance with U.S. GAAP. Accordingly, when analyzing operating performance, investors should not consider Adjusted EBITDA in isolation or as a substitute for net loss, cash flows used in operating activities or other statements of operations or statements of cash flow data prepared in accordance with U.S. GAAP. The Company’s calculation of Adjusted EBITDA is not necessarily comparable to that of other similarly titled measures reported by other companies.