EX-99.1 2 c07654exv99w1.htm PRESS RELEASE exv99w1
 

EXHIBIT 99.1
         
News Release
  (ARI LOGO)   AMERICAN RAILCAR INDUSTRIES, INC.
100 Clark Street, St. Charles, Missouri 63301
www.americanrailcar.com
 
         
For Release: August 9, 2006
  Contact:   William P. Benac
 
      Michael Obertop
 
      636.940.6000
 
AMERICAN RAILCAR INDUSTRIES, INC. REPORTS RECORD SECOND QUARTER
PROFITS — DAMAGED TANK RAILCAR PLANT HAS REOPENED
 
     St. Charles, MO, August 9th, 2006 — American Railcar Industries, Inc. (“ARI”) [NASDAQ: ARII] today reported its second quarter financial results.
     For the three months ended June 30, 2006, revenues were $151.6 million versus $160.7 million for the same period of 2005. Revenues increased significantly for all businesses, except for the Marmaduke tank railcar manufacturing plant, which was shut down for the quarter and under repair for damage from a tornado that occurred on April 2, 2006. The repairs at the Marmaduke plant are substantially complete and the plant resumed production on August 7, 2006. The second quarter was exceptionally strong for the covered hopper railcar manufacturing plant, which set a new quarterly record for railcar production and revenues.
     Net earnings attributable to common stock were $10.8 million or $0.51 per diluted share for the three months ended June 30, 2006, versus $1.9 million or $0.17 per diluted share for the comparable period of 2005. Net earnings for the quarter include $5.0 million of business interruption compensation from the Company’s insurance carrier for lost profits while the tank railcar manufacturing plant was under repair. The Company also received an additional $3.0 million of insurance to cover continuing expenses for the second quarter, and expects further business interruption insurance payments for the third quarter. For the three months ended June 30, 2005, the Company declared preferred dividends of $4.6 million, which had the effect of reducing net earnings available to common shareholders.
     For the six months ended June 30, 2006 revenues were $330.3 million versus $291.6 million for the comparable period of 2005. Revenues for 2006 were reduced by the tank railcar manufacturing plant being under repair for the entire quarter, but still exceeded the prior year due to strong growth in covered hopper railcar production, and growth in the railcar services business.
     Net earnings attributable to common stock were $17.5 million or $0.87 per diluted share for the six months ended June 30, 2006, which compares favorably to a net loss attributable to common stock of $0.1 million or $0.00 per diluted share for the six months ended June 30, 2005. The Company declared preferred dividends of $0.6 million and $9.1 million for the six months ended June 30, 2006 and 2005, respectively. The preferred dividends had the effect of reducing net earnings available to common shareholders. All of the Company’s preferred stock and substantially all of its debt were retired in the first quarter of 2006 in connection with the Company’s January 2006 initial public offering.
     EBITDA was $19.4 million for the second quarter of 2006 and $13.7 million for the same quarter of 2005. For the six months ended June 30, 2006 EBITDA was $33.7 million and compares favorably to the $19.7 million for the same period of 2005.
     Adjusted EBITDA was $20.9 million in the second quarter of 2006 and $13.7 million for the same quarter of 2005. The adjustment to EBITDA reflects stock based compensation expenses of $1.5 million. Adjusted EBITDA for the six months ended June 30, 2006 was $38.8 million and reflects an adjustment to exclude $5.1 million of stock based compensation expense. For the six months ended June 30, 2005 Adjusted EBITDA was $19.7 million. The Company expects to incur an additional $1.5 million compensation expense, related to previous grants of restricted stock and stock options, per quarter for the balance of 2006. The improvements in net earnings, EBITDA and Adjusted EBITDA from 2005 to 2006 resulted primarily from improved profit margins which were primarily due to improved operating efficiencies, the recovery of raw material cost increases through variable pricing clauses in our customer contracts, and insurance compensation for business interruption while our Marmaduke tank railcar manufacturing plant was shut down and under repair due to tornado damage. A reconciliation of the Company’s net earnings to EBITDA and Adjusted EBITDA (both non-GAAP financial measures) is set forth in the supplemental disclosure attached to this press release.
     ARI shipped 1,734 railcars in the second quarter of 2006. This compares to 1,863 railcars shipped in the second quarter of 2005. Second quarter 2006 shipments were comprised of 1,649 covered hopper railcars and 85 tank railcars (all of which were substantially complete at the time of the storm). In the same quarter of 2005, shipments were comprised of 1,034 covered hopper railcars, 354 centerbeam platform railcars and 475 tank railcars. Railcar production and revenues were lower in the quarter as a result of the Marmaduke plant closure, however the Company’s insurance is compensating the Company for its business interruption losses (less a deductible).

 


 

     “The Company had a very strong quarter, even though our tank railcar manufacturing plant was undergoing repair. The covered hopper railcar plant set a new production record with 1,649 railcars shipped in the quarter,” said James J. Unger, President and CEO of ARI. “Our substantial backlog of unfilled orders for new railcars totaled 12,790 cars at June 30, 2006, and was almost double the 6,425 railcar backlog of one year earlier. Our Marmaduke plant has resumed operations this week and we expect to see production steadily increase and reach capacity rates by the end of the third quarter. We expect the third quarter to be strong with good operating rates for covered hopper railcars and further payments from our business interruption insurance for our tank railcar manufacturing plant, as production at that plant increases to capacity production rates. The fourth quarter is expected to be very strong, with both railcar assembly plants expected to be operating at capacity levels by the beginning of that quarter.”
     ARI will host a webcast and conference call on Thursday August 10th, 2006 at 10:00 am (Eastern time) to discuss the Company’s second quarter financial results. To participate in the webcast, please log on to ARI’s investor relations page through the ARI web site at www.americanrailcar.com. To participate in the conference call dial 1-800-573-4752 and use participant code 36243490. 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 Company’s website promptly following the earnings call.
About American Railcar Industries, Inc.
     American Railcar Industries, Inc. is a leading North American manufacturer of covered hopper and tank railcars. ARI also repairs and refurbishes railcars, provides fleet management services and designs and manufactures certain railcar and industrial components used in the production of its railcars as well as railcars and non-railcar industrial products produced by others. 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” as defined under the Private Securities Litigation Reform Act of 1995. 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 estimated future production rates and estimated third and fourth quarter results, statements regarding expected insurance recoveries, and statements regarding 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 our forward-looking statements. Estimated backlog reflects the total sales attributable to the backlog reported at the end of the particular period as if such backlog were converted to actual sales. Estimated backlog does not reflect potential price increases or decreases under our customer contracts that provide for variable pricing based on changes in the cost of certain raw materials and railcar components or the possibility that contracts may be canceled or railcar delivery dates delayed, and does not reflect the effects of any cancellation or delay of railcar orders that may occur. ARI cannot guarantee that its insurance coverage, subject to applicable deductibles, will be adequate to cover damage to the facility and railcars. Nor can ARI guarantee that its business interruption insurance will be adequate to cover its losses resulting from the business interruption. ARI’s insurance carrier could also contest the scope of ARI’s coverage or the amount of its coverage or deductibles. Even if ARI’s assessment of its insurance coverage is correct, delays in receiving payments from, or disputes with, its insurance carrier, could adversely affect ARI’s business and results of operations. Although the plant rebuilding is substantially complete, ARI cannot guarantee the timing of achieving full production rates at its Marmaduke facility, or whether its rebuilding efforts, plant shut down or associated delivery delays will result in unanticipated costs that may not be covered by insurance. ARI cannot assure that it will be able to retain its tank railcar customers or orders. Its tank railcar orders may be subject to cancellation in connection with its plant shut-down or otherwise, or ARI may incur disputes with those customers over rescheduling deliveries. ARI also cannot guarantee that it will be able to retain its employees, several of whom may have been displaced from their homes. Other potential risks and uncertainties include, among other things: the cyclical nature of the railcar manufacturing business; adverse economic and market conditions; fluctuating costs of raw materials, including steel and railcar components, and delays in the delivery of such raw materials and components; ARI’s ability to maintain relationships with its suppliers of railcar components and raw materials; fluctuations in the supply of components and raw materials ARI uses in railcar manufacturing; the highly competitive nature of the railcar manufacturing industry; the risk of further damage to our primary railcar manufacturing facilities or equipment in Paragould or Marmaduke, Arkansas; our reliance upon a small number of customers that represent a large percentage of our revenues; the variable purchase patterns of our customers and the timing of completion, delivery and acceptance of customer orders; our dependence on key personnel; the risks of labor shortage in light of our recent growth; the risk of lack of acceptance of our new railcar offerings by our customers; and the additional risk factors described in our filings with the Securities and Exchang e 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.

 


 

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts, unaudited)
                 
    December 31,   June 30,
    2005   2006
 
Assets
               
Current assets
               
Cash and cash equivalents
  $ 28,692     $ 27,609  
Accounts receivable, net
    38,273       35,538  
Accounts receivable, due from affiliates
    5,110       2,678  
Insurance claim receivable, net
          8,000  
Inventories, net
    88,001       111,877  
Prepaid expenses
    2,523       4,001  
Deferred tax asset
    1,967       1,746  
     
Total current assets
    164,566       191,449  
 
               
Property, plant and equipment
               
Buildings
    84,255       87,676  
Machinery and equipment
    68,187       80,189  
     
 
    152,442       167,865  
Less accumulated depreciation
    65,398       69,834  
     
Net property, plant and equipment
    87,044       98,031  
Construction in process
    3,759       12,553  
Land
    2,182       2,593  
     
Total property, plant and equipment
    92,985       113,177  
 
               
Debt issuance costs
    565       207  
Deferred offering costs
    4,860        
Goodwill
          7,230  
Other assets
    26       37  
Investment in joint venture
    5,578       5,600  
     
Total assets
  $ 268,580     $ 317,700  
     

 


 

CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED
(In thousands, except per share amounts, unaudited)
                 
    December 31,   June 30,
    2005   2006
     
 
               
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Current portion of long-term debt
  $ 33,294     $ 85  
Accounts payable
    55,793       47,008  
Accounts payable, due to affiliates
    4,457       933  
Accrued expenses and taxes
    7,675       7,774  
Insurance advance
          2,881  
Accrued compensation
    7,243       9,360  
Accrued dividends
    11,336       636  
Note payable to affiliate — current
    19,000        
     
Total current liabilities
    138,798       68,677  
 
               
Long - term debt, net of current portion
    7,076       53  
Deferred tax liability
    5,364       6,512  
Pension and post-retirement liabilities
    10,522       10,261  
Other amounts due to affiliates
          4  
Other liabilities
    59       58  
Mandatory redeemable preferred stock, stated value $1,000, 99,000 shares authorized, 1 share issued and outstanding at December 31, 2005, none outstanding at June 30, 2006
    1        
     
Total liabilities
    161,820       85,565  
 
               
Commitments and contingencies
           
 
               
Stockholders’ equity:
               
New Preferred Stock, $.01 par value per share, stated value $1,000 per share, 500,000 shares authorized, 82,055 shares issued and outstanding at December 31, 2005, none outstanding at June 30, 2006
    82,055        
Common stock, $.01 par value, 50,000,000 shares authorized, 11,147,059 and 21,207,773 shares issued and outstanding at December 31, 2005 and June 30, 2006, respectively
    111       212  
Additional paid-in capital
    41,667       232,716  
Retained earnings accumulated (deficit)
    (15,442 )     801  
Accumulated other comprehensive loss
    (1,631 )     (1,594 )
     
Total stockholders’ equity
    106,760       232,135  
     
Total Liabilities and stockholders’ equity
  $ 268,580     $ 317,700  
     

 


 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, unaudited)
                 
    For the Three Months Ended,
    June 30,   June 30,
    2005   2006
     
 
               
Revenues:
               
Manufacturing operations (including revenues from affiliates of $17,050 and $5,182 for the three months ended June 30, 2005 and 2006, respectively)
  $ 149,284     $ 138,816  
 
               
Railcar services (including revenues from affiliates of $5,509 and $4,531 for the three months ended June 30, 2005 and 2006, respectively)
    11,437       12,734  
     
Total revenues
    160,721       151,550  
 
               
Cost of goods sold:
               
Manufacturing operations (including costs related to affiliates of $15,475 and $4,800 for the three months ended June 30, 2005 and 2006, respectively)
    135,399       123,618  
 
               
Railcar services (including costs related to affiliates of $5,312 and $3,544 for the three months ended June 30, 2005 and 2006, respectively)
    10,323       9,947  
     
Total cost of goods sold
    145,722       133,565  
Gross profit
    14,999       17,985  
 
               
Income related to insurance recoveries, net
          4,983  
Selling, administrative and other
    3,229       4,608  
Stock based compensation expense
          1,419  
     
Earnings from operations
    11,770       16,941  
 
               
Interest income
    109       429  
Interest expense (including interest expense to affiliates of $346 and $0 for the three months ended June 30, 2005 and 2006, respectively)
    1,296       103  
Earnings (loss) from joint venture
    180       (138 )
     
Earnings before income tax expense
    10,763       17,129  
Income tax expense
    4,264       6,308  
     
Net earnings
  $ 6,499     $ 10,821  
     
Less preferred dividends
    (4,570 )      
     
Earnings available to common shareholders
  $ 1,929     $ 10,821  
 
               
Net earnings per common share — basic
  $ 0.17     $ 0.51  
Net earnings per common share — diluted
  $ 0.17     $ 0.51  
Weighted average common shares outstanding — basic
    11,147       21,208  
Weighted average common shares outstanding — diluted
    11,147       21,289  
     
 
               
Dividends declared per common share
  $     $ 0.03  

 


 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, unaudited)
                 
    For the Six Months Ended,
    June 30,   June 30,
    2005   2006
     
Revenues:
               
Manufacturing operations (including revenues from affiliates of $28,148 and $20,209 for the six months ended June 30, 2005 and 2006, respectively)
  $ 269,978     $ 305,306  
 
               
Railcar services (including revenues from affiliates of $11,280 and $10,513 for the six months ended June 30, 2005 and 2006, respectively)
    21,665       24,973  
     
Total revenues
    291,643       330,279  
 
               
Cost of goods sold:
               
Manufacturing operations (including costs related to affiliates of $25,943 and $18,868 for the six months ended June 30, 2005 and 2006, respectively)
    250,916       271,874  
 
               
Railcar services (including costs related to affiliates of $9,106 and $8,115 for the six months ended June 30, 2005 and 2006, respectively)
    18,575       20,160  
     
Total cost of goods sold
    269,491       292,034  
Gross profit
    22,152       38,245  
 
               
Gain related to insurance recoveries
          4,983  
Selling, administrative and other
    6,628       9,753  
Stock based compensation expense
          4,969  
     
Earnings from operations
    15,524       28,506  
 
               
Interest income (including interest income from affiliates of $823 and $0 for the six months ended June 30, 2005 and 2006, respectively)
    977       915  
 
               
Interest expense (including interest expense to affiliates of $1,174 and $98 for the six months ended June 30, 2005 and 2006, respectively)
    2,382       1,133  
Earnings from joint venture
    924       337  
     
Earnings before income tax expense
    15,043       28,625  
Income tax expense
    6,006       10,543  
     
Net earnings
  $ 9,037     $ 18,082  
     
Less preferred dividends
    (9,090 )     (568 )
     
Earnings (loss) available to common shareholders
  $ (53 )   $ 17,514  
 
               
Net earnings (loss) per common share — basic
  $ (0.00 )   $ 0.87  
Net earnings (loss) per common share — diluted
  $ (0.00 )   $ 0.87  
Weighted average common shares outstanding — basic
    11,147       20,116  
Weighted average common shares outstanding — diluted
    11,147       20,220  
     
 
               
Dividends declared per common share
  $     $ 0.06  

 


 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
                 
    For the Six Months Ended
    June 30,   June 30,
    2005   2006
     
 
               
Operating activities:
               
Net earnings
  $ 9,037     $ 18,082  
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
               
Depreciation and amortization
    3,229       4,915  
Loss on the write-off of property, plant and equipment
          3,867  
Write-off of deferred financing costs
          566  
Stock based compensation
          5,064  
Change in joint venture investment as a result of earnings
    (924 )     (337 )
Expense relating to pre-recapitalization liabilities
    530        
Provision for deferred income taxes
    4,619       (221 )
Provision for losses on accounts receivable
    39       263  
Changes in operating assets and liabilities:
               
Accounts receivable, net
    (4,897 )     2,479  
Accounts receivable, due from affiliate
          2,423  
Business interruption insurance claim receivable
          (8,000 )
Inventories
    (4,067 )     (20,039 )
Prepaid expenses
    (4,399 )     (1,465 )
Accounts payable
    27,543       (8,785 )
Accounts payable, due to affiliate
          (2,048 )
Accrued expenses and taxes
    5,301       (2,546 )
Other
    (169 )     (239 )
     
Net cash provided by (used in) operating activities
    35,842       (6,021 )
 
               
Investing activities:
               
Purchases of property, plant and equipment
    (9,392 )     (21,036 )
Property insurance advance on Marmaduke tornado damage
          7,500  
Repayment of note receivable from affiliate (Ohio Castings LLC)
          315  
Acquisitions
          (17,220 )
     
Net cash used in investing activities
    (9,392 )     (30,441 )
 
               
Financing activities:
               
Proceeds from sale of common stock
          205,275  
Offering costs
          (14,605 )
Preferred stock redemption
          (82,056 )
Preferred stock dividends
          (11,904 )
Common stock dividends
          (636 )
Decrease in amounts due to affiliates
    (35,233 )     (20,473 )
Majority shareholder capital contribution
          275  
Finance fees related to new credit facility
          (265 )
Proceeds from debt issuance
    30,770        
Repayment of debt
    (1,126 )     (40,232 )
     
Net cash (used in) provided by financing activities
    (5,589 )     35,379  
     
Increase (decrease) in cash and cash equivalents
    20,861       (1,083 )
Cash and cash equivalents at beginning of period
    6,943       28,692  
     
Cash and cash equivalents at end of period
  $ 27,804     $ 27,609  
     

 


 

RECONCILIATION OF NET EARNINGS (LOSS) TO EBITDA AND ADJUSTED EBITDA
(In thousands)
                                 
    Three months ended   Six months ended
    June 30,   June 30,
    2005   2006   2005   2006
 
 
                               
Net earnings
  $ 6,499     $ 10,821     $ 9,037     $ 18,082  
Income tax expense
    4,264       6,308       6,006       10,543  
Interest expense
    1,296       103       2,382       1,133  
Interest income
    (109 )     (429 )     (977 )     (915 )
Depreciation
    1,704       2,596       3,229       4,857  
 
                       
EBITDA
  $ 13,654     $ 19,399     $ 19,677     $ 33,700  
 
                       
Stock based compensation expense
          1,514             5,064  
 
                       
Adjusted EBITDA
  $ 13,654     $ 20,913     $ 19,677     $ 38,764  
 
                       
     EBITDA represents net earnings (loss) before income tax expense (benefit), interest expense (income), net of amortization and depreciation of property and equipment. We believe EBITDA is useful to investors in evaluating our operating performance compared to that of other companies in our industry. In addition, our management uses EBITDA to evaluate our 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, or U.S. GAAP. Accordingly, when analyzing our operating performance, investors should not consider EBITDA in isolation or as a substitute for net earnings (loss), 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 stock based compensation expense related to a restricted stock grant and stock options. We believe that Adjusted EBITDA is useful to investors evaluating our operating performance compared to that of other companies in our industry. In addition, these charges are excluded from our calculation of EBITDA under our new revolving credit agreement entered into in January 2006. Management also uses Adjusted EBITDA in evaluating our operating performance. 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 income, 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.