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8-K - FORM 8-K - American Railcar Industries, Inc. | c13101e8vk.htm |
Exhibit 99.1
News Release | AMERICAN RAILCAR INDUSTRIES, INC. 100 Clark Street, St. Charles, Missouri 63301 www.americanrailcar.com |
For Release: February 23, 2011
|
Contact: | Dale C. Davies Michael Obertop 636.940.6000 |
AMERICAN RAILCAR INDUSTRIES, INC. REPORTS RESULTS FOR THE FOURTH
QUARTER AND THE YEAR ENDED DECEMBER 31, 2010
QUARTER AND THE YEAR ENDED DECEMBER 31, 2010
St. Charles, MO, February 23, 2011 American Railcar Industries, Inc. (ARI or the Company)
(NASDAQ: ARII) today reported its fourth quarter 2010 financial results.
During 2010, the railcar industry saw railcar loadings increase by almost 10%, orders for
approximately 30,000 new railcars and a reduction of approximately 130,000 railcars in storage,
according to an independent third party industry analyst, said James Cowan, President and CEO of
ARI. We received orders for approximately 2,590 new railcars during 2010 and order activity has
begun to increase significantly thus far in 2011. Since our announcement of our intent to enter
into the railcar leasing business, we have been actively quoting leases to our customers. Our
railcar services segment grew by 16% in 2010 over the prior year, with 2010 revenues of $67.5
million. This growth resulted from higher volumes at our railcar repair plants and repair work
performed at our railcar manufacturing plants.
For the three months ended December 31, 2010, revenues were $95.3 million and net losses were
$7.8 million or $0.37 per share. In comparison, for the three months ended December 31, 2009,
revenues were $78.5 million and net earnings were $10.5 million or $0.50 per share. Net earnings
for the three months ended December 31, 2009 included a pre-tax gain on the sale of corporate bonds
of $20.8 million. Revenues were higher in the fourth quarter of 2010 when compared to the same
period of 2009 primarily due to higher railcar shipments and increased railcar repair volumes, all
partially offset by an overall decrease in average selling prices due to competitive pricing and a
change in product mix. During the three months ended December 31, 2010, the Company shipped
approximately 950 new railcars as compared to approximately 600 new railcars in the same period of
2009. Our new railcar order backlog was approximately 1,050 railcars as of December 31, 2010.
EBITDA, adjusted to exclude investment activity and stock based compensation expense (Adjusted
EBITDA), was $2.5 million in the fourth quarter of 2010 compared to $7.9 million in the fourth
quarter of 2009. This decrease was primarily due to lower gross profit margin, partially offset by
an increase in railcar shipments and a decrease in selling, administrative and other costs,
exclusive of stock based compensation expense. The Companys gross profit margin decline is
primarily attributable to competitive pricing. The decrease in selling, administrative and other
costs, exclusive of stock based compensation expense, was primarily attributable to decreased
incentive compensation and outside services. A reconciliation of the Companys net loss to EBITDA
and Adjusted EBITDA (both non-GAAP financial measures) is set forth in the supplemental disclosure
attached to this press release.
The Companys net loss for the fourth quarter of 2010 was affected by the factors discussed
above, an increase in stock based compensation expense driven by the increases in the price of the
Companys stock, an increase in net interest expense, a decrease in other income due to the sale of
corporate bonds in 2009 and a change to income tax benefit in 2010 from income tax expense in 2009.
For the year ended December 31, 2010, revenues were $273.6 million and net losses were $27.0
million or $1.27 per share. In comparison, for the year ended December 31, 2009, revenues were
$423.4 million and net earnings were $15.5 million or $0.73 per share. Net earnings for the year
ended December 31, 2009 included a pre-tax gain on the sale of corporate bonds of $23.9 million.
Revenues were lower in the year ended December 31, 2010 when compared to the same period of 2009
primarily due to a decrease in railcar shipments and an overall decrease in average selling prices due
to competitive pricing and a change in product mix. These decreases were partially offset by
increased railcar repair volumes. During the year ended December 31, 2010, the Company shipped
approximately 2,090 new railcars as compared to approximately 3,690 new railcars in the same period
of 2009.
Adjusted EBITDA was $4.5 million for the year ended December 31, 2010 compared to $40.0
million in the year ended December 31, 2009. This decrease resulted primarily from decreased
railcar shipment volume, a decrease in gross profit margin and an increase in joint venture losses,
all partially offset by a decrease in selling, administrative and other costs, exclusive of stock
based compensation expense. The Companys gross profit margin decline is primarily attributable to
decreased railcar shipments, decreased overall average selling prices due to competitive pricing
and the impact of fixed costs in a low production environment. The increase
in joint venture losses
was primarily driven by losses, due to weak demand, at the Companys axle joint venture, which did
not begin production until the third quarter of 2009. The decrease in selling, administrative and
other costs, exclusive of stock based compensation expense, was primarily attributable to a
decrease in incentive compensation and outside services along with a non-recurring legal settlement
recorded in the first quarter of 2009.
The Companys net loss for the year ended December 31, 2010 was affected by the factors
discussed above, an increase in stock based compensation expense driven by the increase in the
price of the Companys stock, an increase in net interest expense as a result of lower earnings on
cash, a decrease in other income due to the sale of corporate bonds in 2009 and a change to income
tax benefit in 2010 from income tax expense in 2009.
ARI will host a webcast and conference call on Thursday, February 24, 2011 at 10:00 am
(Eastern Time) to discuss the Companys fourth quarter and year end 2010 financial results. To
participate in the webcast, please log on to ARIs investor relations page through the ARI website
at www.americanrailcar.com. To participate in the conference call, please dial 877-745-9389 and use
participant code 43595060. Participants are asked to logon 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 Companys 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 our expected financial performance and/or
future business prospects, events and plans that are forward-looking statements. Forward-looking
statements represent the Companys estimates and assumptions only as of the date of this press
release. Such statements include, without limitation, statements regarding potential improvements
in our business and the overall railcar industry, the potential for increased order activity,
anticipated future production rates, our entry into the railcar leasing business, the Companys
backlog and any implication that the Companys 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 our
forward-looking statements. Other potential risks and uncertainties include, among other things:
the impact of the current economic downturn, adverse market conditions and restricted credit
markets, and the impact of the continuation of these conditions; our reliance upon a small number
of customers that represent a large percentage of our revenues and backlog; the health of and
prospects for the overall railcar industry; our prospects in light of the cyclical nature of the
railcar manufacturing business and the current economic environment; anticipated trends relating to
our shipments, leasing, revenues, financial condition or results of operations; our ability to
manage overhead and production slowdowns; 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 ARI uses in railcar manufacturing; anticipated production schedules
for our products and the anticipated financing needs, construction and production schedules of our
joint ventures; the risks associated with potential joint ventures, potential acquisitions or new
business endeavors; the international economic and political risks related to our joint ventures
current and potential international operations; the risk of the lack of acceptance of new railcar
offerings by our customers and the risk of initial production costs for our new railcar offerings
being significantly higher than expected; the sufficiency of our liquidity and capital resources;
the conversion of our railcar backlog into revenues; compliance with covenants contained in our
unsecured senior notes; the impact and anticipated benefits of any acquisitions we may complete;
the impact and costs and expenses of any litigation we may be subject to now or in the future; the
ongoing benefits and risks related to our relationship with Mr. Carl C. Icahn (the chairman of our
board of directors and, through his holdings of Icahn Enterprises LP, our principal beneficial
stockholder) and certain of his affiliates; and the additional risk factors described in our
filings with the Securities and Exchange Commission. We expressly disclaim 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.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(In thousands, except share amounts)
As of | ||||||||
December 31, | December 31, | |||||||
2010 | 2009 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 318,758 | $ | 347,290 | ||||
Short-term investments available for sale securities |
| 3,802 | ||||||
Accounts receivable, net |
21,002 | 11,409 | ||||||
Accounts receivable, due from affiliates |
4,981 | 1,356 | ||||||
Income taxes receivable |
14,939 | 1,768 | ||||||
Inventories, net |
50,033 | 40,063 | ||||||
Deferred tax assets |
3,029 | 2,018 | ||||||
Prepaid expenses and other current assets |
2,654 | 4,898 | ||||||
Total current assets |
415,396 | 412,604 | ||||||
Property, plant and equipment, net |
181,255 | 199,349 | ||||||
Deferred debt issuance costs |
1,951 | 2,568 | ||||||
Interest receivable, due from affiliates |
187 | 982 | ||||||
Goodwill |
7,169 | 7,169 | ||||||
Investment in and loans to joint ventures |
48,169 | 41,155 | ||||||
Other assets |
240 | 537 | ||||||
Total assets |
$ | 654,367 | $ | 664,364 | ||||
Liabilities and Stockholders Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 29,334 | $ | 16,874 | ||||
Accounts payable, due to affiliates |
275 | 576 | ||||||
Accrued expenses and taxes |
5,095 | 4,515 | ||||||
Accrued compensation |
11,054 | 8,799 | ||||||
Accrued interest expense |
6,875 | 6,875 | ||||||
Total current liabilities |
52,633 | 37,639 | ||||||
Senior unsecured notes |
275,000 | 275,000 | ||||||
Deferred tax liability |
7,938 | 7,120 | ||||||
Pension and post-retirement liabilities, net of current |
6,707 | 6,279 | ||||||
Other liabilities |
4,313 | 2,686 | ||||||
Total liabilities |
346,591 | 328,724 | ||||||
Commitments and contingencies |
||||||||
Stockholders equity: |
||||||||
Common stock, $0.01 par value, 50,000,000 shares
authorized, 21,316,296 and 21,302,296 shares issued
and outstanding at December 31, 2010 and 2009,
respectively |
213 | 213 | ||||||
Additional paid-in capital |
238,947 | 239,617 | ||||||
Retained earnings |
67,209 | 94,215 | ||||||
Accumulated other comprehensive income |
1,407 | 1,595 | ||||||
Total stockholders equity |
307,776 | 335,640 | ||||||
Total liabilities and stockholders equity |
$ | 654,367 | $ | 664,364 | ||||
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(In thousands, except share and per share amounts)
For the Three Months | ||||||||
Ended December 31, | ||||||||
2010 | 2009 | |||||||
Revenues: |
||||||||
Manufacturing operations (including revenues from affiliates of $16,504
and $11,446 in 2010 and 2009, respectively) |
$ | 78,832 | $ | 64,004 | ||||
Railcar services (including revenues from affiliates of $4,758 and $2,886
in 2010 and 2009, respectively) |
16,458 | 14,456 | ||||||
Total revenues |
95,290 | 78,460 | ||||||
Cost of revenues: |
||||||||
Manufacturing operations |
(78,626 | ) | (57,473 | ) | ||||
Railcar services |
(13,539 | ) | (11,592 | ) | ||||
Total cost of revenues |
(92,165 | ) | (69,065 | ) | ||||
Gross profit |
3,125 | 9,395 | ||||||
Selling, administrative and other (including costs from affiliates of $165
and $154 in 2010 and 2009, respectively) |
(7,666 | ) | (5,983 | ) | ||||
(Loss) earnings from operations |
(4,541 | ) | 3,412 | |||||
Interest income (including interest income from affiliates of $682 and
$610 in 2010 and 2009, respectively) |
962 | 1,703 | ||||||
Interest expense |
(5,319 | ) | (5,347 | ) | ||||
Other income (including income related to affiliates of $5 in both 2010
and 2009, respectively) |
13 | 17,831 | ||||||
Loss from joint ventures |
(1,790 | ) | (1,767 | ) | ||||
(Loss) earnings before income tax expense |
(10,675 | ) | 15,832 | |||||
Income tax benefit (expense) |
2,826 | (5,324 | ) | |||||
Net (loss) earnings |
$ | (7,849 | ) | $ | 10,508 | |||
Net (loss) earnings per share basic and diluted |
$ | (0.37 | ) | $ | 0.50 | |||
Weighted average shares outstanding basic and diluted |
21,303 | 21,302 | ||||||
Dividends
declared per share |
$ | | $ | |
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(In thousands, except share and per share amounts)
For the Years Ended December 31, | ||||||||
2010 | 2009 | |||||||
Revenues: |
||||||||
Manufacturing operations (including revenues from affiliates of $81,905
and $105,216 in 2010 and 2009, respectively) |
$ | 206,094 | $ | 365,329 | ||||
Railcar services (including revenues from affiliates of $15,041 and
$14,434 in 2010 and 2009, respectively) |
67,469 | 58,102 | ||||||
Total revenues |
273,563 | 423,431 | ||||||
Cost of revenues: |
||||||||
Manufacturing operations |
(210,269 | ) | (329,025 | ) | ||||
Railcar services |
(54,353 | ) | (47,015 | ) | ||||
Total cost of revenues |
(264,622 | ) | (376,040 | ) | ||||
Gross profit |
8,941 | 47,391 | ||||||
Selling, administrative and other (including costs from affiliates of $627
and $616 in 2010 and 2009, respectively) |
(25,591 | ) | (25,141 | ) | ||||
(Loss) earnings from operations |
(16,650 | ) | 22,250 | |||||
Interest income (including interest income from affiliates of $2,620 and
$986 in 2010 and 2009, respectively) |
3,519 | 6,613 | ||||||
Interest expense |
(21,275 | ) | (20,909 | ) | ||||
Other income (including income related to affiliates of $17 and $9 in 2010
and 2009, respectively) |
394 | 20,869 | ||||||
Loss from joint ventures |
(7,789 | ) | (6,797 | ) | ||||
(Loss) earnings before income tax expense |
(41,801 | ) | 22,026 | |||||
Income tax benefit (expense) |
14,795 | (6,568 | ) | |||||
Net (loss) earnings |
$ | (27,006 | ) | $ | 15,458 | |||
Net (loss) earnings per share basic and diluted |
$ | (1.27 | ) | $ | 0.73 | |||
Weighted average shares outstanding basic and diluted |
21,302 | 21,302 | ||||||
Dividends declared per share |
$ | | $ | 0.06 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(In thousands)
For the Years Ended | ||||||||
December 31, | ||||||||
2010 | 2009 | |||||||
Operating activities: |
||||||||
Net (loss) earnings |
$ | (27,006 | ) | $ | 15,458 | |||
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: |
||||||||
Depreciation |
23,597 | 23,405 | ||||||
Amortization of deferred costs |
699 | 718 | ||||||
Loss on disposal of property, plant and equipment |
33 | 222 | ||||||
Stock based compensation |
5,358 | 1,174 | ||||||
Change in interest receivable, due from affiliates |
796 | (982 | ) | |||||
Change in joint venture investment as a result of loss |
7,789 | 6,797 | ||||||
Unrealized loss on derivative assets |
| 88 | ||||||
(Benefit) provision for deferred income taxes |
(438 | ) | 1,492 | |||||
Provision (adjustment) for losses on accounts receivable |
113 | (101 | ) | |||||
Item related to investing activities: |
||||||||
Realized loss on derivative assets |
| 10 | ||||||
Realized gain on sale of short-term investments available for sale securities |
(379 | ) | (23,825 | ) | ||||
Impairment of short-term investments available for sale securities |
| 2,884 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, net |
(9,664 | ) | 28,483 | |||||
Accounts receivable, due from affiliates |
(3,625 | ) | 8,928 | |||||
Income taxes receivable |
(13,171 | ) | (1,768 | ) | ||||
Inventories, net |
(9,925 | ) | 57,260 | |||||
Prepaid expenses and other current assets |
2,244 | 331 | ||||||
Accounts payable |
12,446 | (25,366 | ) | |||||
Accounts payable, due to affiliates |
(301 | ) | (4,617 | ) | ||||
Accrued expenses and taxes |
(486 | ) | (5,517 | ) | ||||
Other |
(221 | ) | (931 | ) | ||||
Net cash (used in) provided by operating activities |
(12,141 | ) | 84,143 | |||||
Investing activities: |
||||||||
Purchases of property, plant and equipment |
(6,144 | ) | (15,047 | ) | ||||
Sale of property, plant and equipment |
163 | 71 | ||||||
Purchases of short-term investments available for sale securities |
| (36,841 | ) | |||||
Sales of short-term investments available for sale securities |
4,180 | 60,795 | ||||||
Realized loss on derivative assets |
| (10 | ) | |||||
Investments in and loans to joint ventures |
(14,891 | ) | (35,810 | ) | ||||
Net cash used in investing activities |
(16,692 | ) | (26,842 | ) | ||||
Financing activities: |
||||||||
Common stock dividends |
| (1,917 | ) | |||||
Proceeds from stock option exercises |
294 | | ||||||
Net cash provided by (used in) financing activities |
294 | (1,917 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents |
7 | 118 | ||||||
(Decrease) increase in cash and cash equivalents |
(28,532 | ) | 55,502 | |||||
Cash and cash equivalents at beginning of year |
347,290 | 291,788 | ||||||
Cash and cash equivalents at end of year |
$ | 318,758 | $ | 347,290 | ||||
RECONCILIATION OF NET (LOSS) EARNINGS TO EBITDA AND ADJUSTED EBITDA
(In thousands, unaudited)
(In thousands, unaudited)
Three months ended | Years Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net (loss) earnings |
$ | (7,849 | ) | $ | 10,508 | $ | (27,006 | ) | $ | 15,458 | ||||||
Income tax (benefit) expense |
(2,826 | ) | 5,324 | (14,795 | ) | 6,568 | ||||||||||
Interest expense |
5,319 | 5,347 | 21,275 | 20,909 | ||||||||||||
Interest income |
(962 | ) | (1,703 | ) | (3,519 | ) | (6,613 | ) | ||||||||
Depreciation |
5,820 | 5,928 | 23,597 | 23,405 | ||||||||||||
EBITDA |
$ | (498 | ) | $ | 25,404 | $ | (448 | ) | $ | 59,727 | ||||||
Expense related to stock appreciation rights compensation 1 |
3,005 | 322 | 5,358 | 1,174 | ||||||||||||
Other income on short-term investment activity |
| (17,826 | ) | (379 | ) | (20,858 | ) | |||||||||
Adjusted EBITDA |
$ | 2,507 | $ | 7,900 | $ | 4,531 | $ | 40,043 | ||||||||
1 | SARs are cash settled at time of exercise |
EBITDA represents net (loss) earnings before income tax (benefit) expense, interest expense
(income), net of depreciation of property, plant and equipment. The Company believes EBITDA is
useful to investors in evaluating ARIs operating performance compared to that of other companies
in the same industry. In addition, ARIs 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 companys business. EBITDA is not a financial measure
presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP).
Accordingly, when analyzing the Companys operating performance, investors should not consider
EBITDA in isolation or as a substitute for net (loss) earnings, cash flows from operating
activities or other statements of operations or statements of cash flow data prepared in accordance
with U.S. GAAP. Our calculation of EBITDA is not necessarily comparable to that of other similarly
titled measures reported by other companies.
Adjusted EBITDA represents EBITDA before share based compensation expense related to stock
appreciation rights (SARs), and before gains or losses on investments and derivative instruments.
We believe that Adjusted EBITDA is useful to investors evaluating our operating performance, and
management also uses Adjusted EBITDA for that purpose. Our SARs (which settle in cash) are revalued
each quarter based primarily upon changes in our stock price. Management believes that eliminating
the expense and income associated with our stock based compensation, investments and derivates allows us and
our investors to understand better our operating results independent of financial changes caused by
the fluctuating price and value of our common stock, investments and
derivative instruments. Adjusted EBITDA is not a financial measure presented in accordance
with U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not
consider Adjusted EBITDA in isolation or as a substitute for net (loss) earnings, cash flows from
operating activities or other statements of operations or statements of cash flow data prepared in
accordance with U.S. GAAP. Our calculation of Adjusted EBITDA is not necessarily comparable to that
of other similarly titled measures reported by other companies.