Edgar Filing: American Railcar Industries, Inc.

ARII 10-Q 6.30.2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from to

Commission File No. 000-51728

AMERICAN RAILCAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



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)

(636) 940-6000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨	Smaller Reporting Company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of the registrant’s common stock, $0.01 par value, outstanding on August 5, 2013 was 21,352,297 shares.

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AMERICAN RAILCAR INDUSTRIES, INC.

INDEX TO FORM 10-Q



Item Number	Page Number
PART I — FINANCIAL INFORMATION

1. Financial Statements:

Condensed Consolidated Balance Sheets as of June 30, 2013 (Unaudited) and December 31, 2012	3

Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2013 and 2012	4

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Six Months Ended June 30, 2013 and 2012	5

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2013 and 2012	6

Notes to Condensed Consolidated Financial Statements (Unaudited)	7

2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

3. Quantitative and Qualitative Disclosures about Market Risk	36

4. Controls and Procedures	36

PART II — OTHER INFORMATION

1. Legal Proceedings	37

1A. Risk Factors	37

6. Exhibits	38

SIGNATURES	39

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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AMERICAN RAILCAR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)



	June 30, 2013			December 31, 2012
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	93,585		$	205,045
Short-term investments—available for sale securities	—			12,557
Accounts receivable, net	38,164			36,100
Accounts receivable, due from related parties	5,583			3,539
Inventories, net	92,988			110,075
Deferred tax assets	10,397			4,114
Prepaid expenses and other current assets	5,123			3,917
Total current assets	245,840			375,347
Property, plant and equipment, net	157,328			155,893
Railcars on operating lease, net	296,744			220,282
Deferred debt issuance costs	2,124			2,374
Goodwill	7,169			7,169
Investments in and loans to joint ventures	41,534			44,536
Other assets	7,934			4,157
Total assets	$	758,673		$	809,758
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	42,760		$	64,971
Accounts payable, due to related parties	524			2,831
Accrued taxes	5,212			2,693
Accrued expenses	6,655			5,739
Accrued compensation	13,910			17,940
Accrued interest expense	286			4,465
Short-term debt, including current portion of long-term debt	6,618			2,755
Total current liabilities	75,965			101,394
Long-term debt, net of current portion	191,458			272,245
Deferred tax liability	78,485			53,466
Pension and post-retirement liabilities	9,104			9,518
Other liabilities	5,093			3,670
Total liabilities	360,105			440,293
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value, 50,000,000 shares authorized, 21,352,297 shares issued and outstanding as of both June 30, 2013 and December 31, 2012	213			213
Additional paid-in capital	239,609			239,609
Retained earnings	160,910			130,030
Accumulated other comprehensive loss	(2,164		)	(387		)
Total stockholders’ equity	398,568			369,465
Total liabilities and stockholders’ equity	$	758,673		$	809,758

See Notes to the Condensed Consolidated Financial Statements.

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AMERICAN RAILCAR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts, unaudited)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Revenues:
Manufacturing (including revenues from affiliates of $19,904 and $82,982 for the three and six months ended June 30, 2013, respectively, and $10,897 for both of the same periods in 2012)	$	132,242		$	134,748		$	305,217		$	299,061
Railcar leasing	7,527			2,668			14,070			4,048
Railcar services (including revenues from affiliates of $4,546 and $9,154 for the three and six months ended June 30, 2013, respectively, and $5,832 and $11,003 for the same periods in 2012)	19,635			16,798			35,227			32,704
Total revenues	159,404			154,214			354,514			335,813
Cost of revenues:
Manufacturing	(97,709		)	(106,449		)	(234,832		)	(244,010		)
Railcar leasing	(3,301		)	(1,601		)	(6,205		)	(2,342		)
Railcar services	(14,860		)	(12,740		)	(27,449		)	(25,668		)
Total cost of revenues	(115,870		)	(120,790		)	(268,486		)	(272,020		)
Gross profit	43,534			33,424			86,028			63,793
Selling, general and administrative (including costs to a related party of $216 and $596 for the three and six months ended June 30, 2013, respectively, and $149 and $295 for the same periods in 2012)	(3,665		)	(7,464		)	(14,930		)	(14,028		)
Earnings from operations	39,869			25,960			71,098			49,765
Interest income (including income from related parties of $676 and $1,357 for the three and six months ended June 30, 2013, respectively, and $729 and $1,474 for the same periods in 2012)	679			769			1,370			1,547
Interest expense	(1,341		)	(5,090		)	(4,341		)	(10,216		)
Loss on debt extinguishment	—			—			(392		)	—
Other income (including income from a related party of $5 and $9 for the three and six months ended June 30, 2013, respectively, and $3 and $6 for the same periods in 2012)	12			16			2,008			19
Earnings (loss) from joint ventures	(804		)	466			(1,777		)	880
Earnings before income taxes	38,415			22,121			67,966			41,995
Income tax expense	(14,796		)	(8,760		)	(26,410		)	(16,630		)
Net earnings	$	23,619		$	13,361		$	41,556		$	25,365
Net earnings per common share—basic and diluted	$	1.11		$	0.63		$	1.95		$	1.19
Weighted average common shares outstanding—basic and diluted	21,352			21,352			21,352			21,352
Cash dividends declared per common share	$	0.25		$	—		$	0.50		$	—

See Notes to the Condensed Consolidated Financial Statements.

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AMERICAN RAILCAR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Net earnings	$	23,619		$	13,361		$	41,556		$	25,365
Currency translation	(410		)	(231		)	(658		)	(2		)
Postretirement transactions	47			(76		)	94			(152		)
Short-term investment transactions	—			—			(1,213		)	—
Comprehensive income	$	23,256		$	13,054		$	39,779		$	25,211

See Notes to the Condensed Consolidated Financial Statements.

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AMERICAN RAILCAR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)



	Six Months Ended
	June 30,
	2013			2012
Operating activities:
Net earnings	$	41,556		$	25,365
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	13,395			11,286
Amortization of deferred costs	313			349
Loss (Gain) on disposal of property, plant and equipment	47			(51		)
Share-based compensation	3,075			2,813
Change in interest receivable, due from related parties	—			292
(Earnings) loss from joint ventures	1,777			(880		)
Provision for deferred income taxes	19,297			15,948
Adjustment to provision for losses on accounts receivable	(6		)	279
Items related to investing activities:
Realized gain on sale of short-term investments - available for sale securities	(2,008		)	—
Items related to financing activities:
Loss on debt extinguishment	392			—
Changes in operating assets and liabilities:
Accounts receivable, net	(2,087		)	13,355
Accounts receivable, due from related parties	(2,065		)	(7,216		)
Income taxes receivable	(64		)	(966		)
Inventories, net	17,034			(14,351		)
Prepaid expenses and other current assets	(1,208		)	(1,072		)
Accounts payable	(22,200		)	13,319
Accounts payable, due to affiliates	(2,307		)	200
Accrued expenses and taxes	(8,612		)	2,920
Other	(1,738		)	(189		)
Net cash provided by operating activities	54,591			61,401
Investing activities:
Purchases of property, plant and equipment	(10,927		)	(5,343		)
Capital expenditures - leased railcars	(80,877		)	(113,513		)
Proceeds from the sale of property, plant and equipment	2			148
Proceeds from the sale of short-term investments - available for sale securities	12,699			—
Proceeds from repayments of loans by joint ventures	1,300			164
Investments in and loans to joint ventures	(116		)	(366		)
Net cash used in investing activities	(77,919		)	(118,910		)
Financing activities:
Repayments of long-term debt	(176,765		)	—
Proceeds from long-term debt	99,841			—
Payment of common stock dividends	(10,676		)	—
Debt issuance costs	(413		)	—
Net cash used in financing activities	(88,013		)	—
Effect of exchange rate changes on cash and cash equivalents	(119		)	(12		)
Decrease in cash and cash equivalents	(111,460		)	(57,521		)
Cash and cash equivalents at beginning of period	205,045			307,172
Cash and cash equivalents at end of period	$	93,585		$	249,651

See Notes to the Condensed Consolidated Financial Statements.

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AMERICAN RAILCAR INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 — Description of the Business

The condensed consolidated financial statements included herein have been prepared by American Railcar Industries, Inc. (a North Dakota corporation) and subsidiaries (collectively the Company or ARI), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The consolidated balance sheet as of December 31, 2012 has been derived from the audited consolidated balance sheets as of that date. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2012. In the opinion of management, the information contained herein reflects all adjustments necessary to present fairly our financial position, results of operations and cash flows for the interim periods reported. The results of operations of any interim period are not necessarily indicative of the results that may be expected for a fiscal year.

ARI manufactures railcars, which are offered for sale or lease, custom designed railcar parts and other industrial products, primarily aluminum and special alloy steel castings. These products are sold to various types of companies including leasing companies, railroads, industrial companies, and other non-rail companies. ARI leases railcars manufactured by the Company to certain markets. ARI provides railcar repair and maintenance services for railcar fleets. In addition, ARI provides fleet management, maintenance, engineering and field services for railcars owned by certain customers. Such services include maintenance planning, project management, tracking and tracing, regulatory compliance, mileage audit, rolling stock taxes, and online service access.

The condensed consolidated financial statements of the Company include the accounts of ARI and its direct and indirect wholly-owned subsidiaries: Castings, LLC (Castings), ARI Component Venture, LLC (ARI Component), American Railcar Mauritius I (ARM I), American Railcar Mauritius II (ARM II), ARI Fleet Services of Canada, Inc., ARI Longtrain, Inc. (Longtrain), and Longtrain Leasing I, LLC (Longtrain Leasing). From time to time, the Company makes investments through Longtrain. All intercompany transactions and balances have been eliminated.

Note 2 — Recent accounting pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standard Updated (ASU) 2013-02 Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The ASU is effective for annual periods and interim periods within those periods beginning after December 15, 2012. Accordingly, the Company adopted the ASU effective January 1, 2013 and the required disclosures can be found in Note 16.

Note 3 — Fair Value Measurements

The fair value hierarchal disclosure framework prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the asset or liability. Assets or liabilities with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

•

Level 1 — Quoted prices are available in active markets for identical assets and/or liabilities as of the reporting date. The type of assets and/or liabilities included in Level 1 include listed equities and listed derivatives. The Company does not adjust the quoted price for these assets and/or liabilities, even in situations where they hold a large position and a sale could reasonably impact the quoted price.

•

Level 2 — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Assets and/or liabilities that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives.

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•	Level 3 — Pricing inputs are unobservable for the assets and/or liabilities and include situations where there is little, if any, market activity for the assets and/or liabilities. The inputs into the determination of fair value require significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. ARI’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

For the fair value of the Company’s short-term investments, outstanding debt, and share-based compensation refer to Notes 4, 11, and 15, respectively.

Note 4 — Short-term Investments — Available for Sale Securities

As of December 31, 2012, Longtrain held approximately 0.8 million shares of Greenbrier common stock that had been purchased in the open market. These shares were sold during the first quarter of 2013 for approximately $12.7 million, resulting in a realized gain of $2.0 million that was recorded in other income on the condensed consolidated statements of operation. The fair value of the shares of Greenbrier that were held by the Company as of December 31, 2012 was $12.6 million and such shares were classified as a Level 1 fair value measurement as defined by U.S. GAAP and the fair value hierarchy. See Note 16 for the amount of unrealized gain on the shares during the six months ended June 30, 2013.

Note 5 — Accounts Receivable, net

Accounts receivable, net, consist of the following:



	June 30, 2013			December 31, 2012
	(in thousands)
Accounts receivable, gross	$	38,225		$	36,755
Less allowance for doubtful accounts	(61		)	(655		)
Total accounts receivable, net	$	38,164		$	36,100

Note 6 — Inventories

Inventories consist of the following:



	June 30, 2013			December 31, 2012
	(in thousands)
Raw materials	$	62,233		$	72,244
Work-in-process	18,782			15,877
Finished products	14,012			24,364
Total inventories	95,027			112,485
Less reserves	(2,039		)	(2,410		)
Total inventories, net	$	92,988		$	110,075

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Note 7 — Property, Plant and Equipment

The following table summarizes the components of property, plant and equipment.



	June 30, 2013			December 31, 2012
	(in thousands)
Operations / Corporate:
Buildings	$	155,308		$	151,545
Machinery and equipment	178,722			173,468
Land	3,335			3,335
Construction in process	12,773			12,156
	350,138			340,504
Less accumulated depreciation	(192,810		)	(184,611		)
Property, plant and equipment, net	$	157,328		$	155,893
Railcar Leasing:
Railcars on lease	$	306,869		$	225,992
Less accumulated depreciation	(10,125		)	(5,710		)
Railcars on operating lease, net	$	296,744		$	220,282

Lease agreements

The Company leases railcars to third parties under multi-year agreements. One of the leases includes a provision that allows the lessee to purchase any portion of the leased railcars at any time during the lease term for a stated market price, which approximates fair value. Railcars subject to lease agreements are classified as railcars on operating leases and are depreciated in accordance with the Company’s depreciation policy.

Capital expenditures for leased railcars represent cash outflows of the Company’s cost to produce railcars shipped or to be shipped for lease.

As of June 30, 2013, future contractual minimum rental revenues required under non-cancellable operating leases for railcars with terms longer than one year are as follows (in thousands):



Remaining 6 months of 2013	$	15,516
2014	29,409
2015	28,735
2016	27,946
2017	20,837
2018	12,579
2019 and thereafter	23,970
Total	$	158,992

Depreciation expense

The following table summarizes depreciation expense.



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
	(in thousands)
Total depreciation expense	$	6,860	$	5,884	$	13,395	$	11,286
Depreciation expense on leased railcars	$	2,300	$	945	$	4,415	$	1,422

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Note 8 — Goodwill

On March 31, 2006, the Company acquired all of the common stock of Custom Steel, a subsidiary of Steel Technologies, Inc. Custom Steel produces value-added fabricated parts that primarily support the Company’s railcar manufacturing operations. The acquisition resulted in goodwill of $7.2 million. The results attributable to Custom Steel are included in the manufacturing segment.

The Company performed the annual qualitative assessment as of March 1, 2013 to determine whether it was more likely than not that the fair value of the reporting unit was greater than its carrying amount. If ARI had determined that it was more likely than not that the fair value of the reporting unit was less than its carrying amount, then the Company would have performed the first step of the two-step goodwill impairment test. In evaluating whether it was more likely than not that the fair value of the reporting unit was greater than its carrying amount, the Company considered the following relevant factors:


•	The North American railcar market has been, and ARI expects it to continue to be highly cyclical. The railcar industry significantly improved in 2011 and 2012. Beginning in the middle of 2012, the mix of demand for railcars began to shift with a heavier emphasis on tank railcars.


•	ARI is subject to various laws and regulations. No significant assessments have been made by the various regulatory agencies.


•	The railcar manufacturing industry has historically been extremely competitive. There are several competitors who are expanding their capacities.


•	ARI experienced two strong years of railcar order activity in 2011 and 2012. Based upon third party forecast for the industry over the next several years, the Company expects order activity to remain at healthy levels.


•	The primary long-lived assets at the reporting unit are machines with uses in various applications for numerous markets and industries. As such, management does not believe that there has been a significant decrease in the market value of the reporting unit’s long-lived assets.


•	The reporting unit has a history of positive operating cash flows that is expected to continue.


•	No part of the reporting unit’s net income is comprised of significant non-operating or non-recurring gains or losses, and no significant changes in balance sheet accruals were noted.


•	In addition, during 2012 there were no significant changes in the following with regard to the reporting unit that we expect to impact future results:


•	Key personnel;


•	Business strategy;


•	Buyer or supplier bargaining power; and


•	Legal factors.

After assessing the above factors, the Company determined that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount, and therefore no further testing was necessary. Additionally, no impairment was recognized in any prior periods and there were no indicators of impairment during the quarter.

Note 9 — Investments in and Loans to Joint Ventures

As of June 30, 2013, the Company was party to the following joint ventures: Ohio Castings LLC (Ohio Castings), Axis LLC (Axis) and Amtek Railcar Industries Private Limited (Amtek Railcar). Through its wholly-owned subsidiary, Castings, the Company has a 33.3% ownership interest in Ohio Castings, a limited liability company formed to produce various steel railcar parts for use or sale by the ownership group. Through its wholly-owned subsidiary, ARI Component, the Company has a 41.9% ownership interest in Axis, a limited liability company formed to produce railcar axles for use or sale by the ownership group. The Company has a wholly-owned subsidiary, ARM I that wholly-owns ARM II. Through ARM II, the Company has a 50.0% ownership interest in Amtek Railcar, a joint venture that was formed to produce railcars and railcar components in India for sale by the joint venture.

The Company accounts for these joint ventures using the equity method. Under this method, the Company recognizes its share of the earnings and losses of the joint ventures as they accrue. Advances and distributions are charged and credited directly to the investment accounts. From time to time, the Company also makes loans to its joint ventures that are included in the investment account. The investment balance related to all three joint ventures is recorded within our manufacturing segment. The carrying amount of investments in and loans to joint ventures, which also represents ARI’s maximum exposure to loss with these joint ventures, are as follows:

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	June 30, 2013		December 31, 2012
	(in thousands)
Carrying amount of investments in and loans to joint ventures
Ohio Castings	$	6,909	$	7,022
Axis	25,146		27,181
Amtek Railcar	9,479		10,333
Total investments in and loans to joint ventures	$	41,534	$	44,536

See Note 17 for information regarding financial transactions with ARI's joint ventures.

Ohio Castings

Ohio Castings produces railcar parts that are sold to one of the joint venture partners. The joint venture partner sells these parts to outside third parties at current market prices and sells them to the Company and the other joint venture partner at cost plus a licensing fee. The Company has been involved with this joint venture since 2003.

The Company accounts for its investment in Ohio Castings using the equity method. The Company has determined that, although the joint venture is a variable interest entity (VIE), this method is appropriate given that the Company is not the primary beneficiary, does not have a controlling financial interest and does not have the ability to individually direct the activities of Ohio Castings that most significantly impact its economic performance. The significant factors in this determination were that neither the Company nor Castings, has rights to the majority of returns, losses or votes, all major and strategic decisions are decided between the partners, and the risk of loss to Castings and the Company is limited to the Company’s investment through Castings.

Summary financial results for Ohio Castings, the investee company, in total, are as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013			2012
	(in thousands)
Results of operations
Revenues	$	12,794		$	23,399	$	27,282		$	46,685
Gross profit	$	515		$	2,278	$	905		$	4,556
Net income (loss)	$	(116	)	$	2,428	$	(349	)	$	4,948

The new railcar castings market is directly related to the new railcar market, which has declined for all railcar types, except tank railcars. Thus, Ohio Castings has seen a recent decline in demand. The Company will continue to monitor its investment in Ohio Castings for impairment.

Axis

ARI, through a wholly-owned subsidiary, owns a portion of a joint venture, Axis, to manufacture and sell railcar axles. ARI owns 41.9% of Axis, while a minority partner owns less than 10%, with the other significant partner owning the remainder.

Under the terms of the joint venture agreement, ARI and the other significant partner are required, and the minority partner is entitled, to contribute additional capital to the joint venture, on a pro rata basis, of any amounts approved by the joint venture’s executive committee, as and when called by the executive committee. Further, until 2016, the seventh anniversary of completion of the axle manufacturing facility, and subject to other terms, conditions and limitations of the joint venture agreement, ARI and the other significant partner are also required, in the event production at the facility has been curtailed, to contribute capital to the joint venture, on a pro rata basis, in order to maintain adequate working capital.

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Under the amended Axis credit agreement (Axis Credit Agreement), which is held by ARI and the other significant partner, principal and interest payments are due each fiscal quarter, with the last payment due on December 31, 2019. Subject to certain limitations, at the election of Axis, the interest rate for the loans under the Axis Credit Agreement is based on LIBOR or the prime rate. For LIBOR-based loans, the interest rate is equal to the greater of 7.75% or adjusted LIBOR plus 4.75%. For prime-based loans, the interest rate is equal to the greater of 7.75% or the prime rate plus 2.5%. Interest on LIBOR-based loans is due and payable, at the election of Axis, every one, two, three or six months, and interest on prime-based loans is due and payable monthly. In accordance with the terms of the amended agreement, during 2010 and 2011, Axis satisfied interest on the loan by increasing the outstanding principal by the amount of interest that was otherwise due and payable in cash. Axis’ ability to satisfy the term loan interest by increasing the principal ceased in the third quarter of 2011.

The balance outstanding on these loans, including interest, due to ARI Component, was $34.4 million as of June 30, 2013 and was $35.7 million as of December 31, 2012. During the six months ended June 30, 2013, $1.3 million of principal payments were received from Axis.

ARI currently intends to fund the cash needs of Axis through loans and capital contributions through at least March 31, 2014. The other initial joint venture partner has indicated its intent to also fund the cash needs of Axis through loans and capital contributions through at least March 31, 2014.

The Company accounts for its investment in Axis using the equity method. The Company has determined that, although the joint venture is a VIE, this method is appropriate given that the Company is not the primary beneficiary, does not have a controlling financial interest and does not have the ability to individually direct the activities of Axis that most significantly impact its economic performance. The significant factors in this determination were that the Company and its wholly-owned subsidiary do not have the rights to the majority of votes or the rights to the majority of returns or losses, the executive committee and board of directors of the joint venture are comprised of one representative from each initial partner with equal voting rights and the risk of loss to the Company and subsidiary is limited to its investment in Axis and the loans due to the Company under the Axis Credit Agreement. The Company also considered the factors that most significantly impact Axis’ economic performance and determined that ARI does not have the power to individually direct the majority of those activities.

Summary financial results for Axis, the investee company, in total, are as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in thousands)
Results of operations
Revenues	$	12,134		$	16,931		$	23,076		$	34,118
Gross profit	$	1,302		$	1,467		$	1,459		$	2,891
Income before interest	$	1,056		$	1,254		$	981		$	2,413
Net loss	$	(300	)	$	(206	)	$	(1,743	)	$	(529	)

The new railcar axle market is directly related to the new railcar market, which has declined for all railcar types, except tank railcars. Thus, Axis has seen a recent decline in demand.

As of June 30, 2013, the investment in Axis was comprised entirely of ARI’s term loan, revolver and related accrued interest from Axis. The Company has evaluated this loan to be fully recoverable. The Company will continue to monitor its investment in Axis for impairment.

Amtek Railcar

The Company, through ARM I and ARM II, entered into an agreement with a partner in India to form a joint venture company to manufacture, sell and supply freight railcars and their components in India and other countries to be agreed upon at a facility in India constructed by the joint venture. ARI’s ownership in this joint venture is 50.0%.

The Company accounts for its investment in Amtek Railcar using the equity method. The Company has determined that, although the joint venture is a VIE, this method is appropriate given that the Company is not the primary beneficiary, does not have a controlling financial interest and does not have the ability to individually direct the activities of Amtek Railcar that most significantly impact its economic performance. The significant factors in this determination were that the Company and its wholly-owned subsidiaries do not have the rights to the majority of returns, losses or votes and the risk of loss to the Company and subsidiaries is limited to its investment in Amtek Railcar.

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In the second quarter of 2013, Amtek began production, resulting in higher interest expense compared to prior periods as a result of the joint venture ceasing capitalization of interest. Summary financial results for Amtek Railcar, the investee company, are as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in thousands)
Financial Results
Revenues	$	95		$	—		$	95		$	—
Gross profit (loss)	$	(17	)	$	—		$	(17	)	$	—
Loss before interest and taxes	$	(238	)	$	(435	)	$	(762	)	$	(934	)
Net loss	$	(1,375	)	$	(435	)	$	(1,942	)	$	(952	)

The Company will continue to monitor its investment in Amtek for impairment.

Note 10 — Warranties

The Company’s standard warranty is up to one year for parts and services and five years for new railcars. Factors affecting the Company’s warranty liability include the number of units sold, historical and anticipated rates of claims and historical and anticipated costs per claim. Fluctuations in the Company’s warranty provision and experience of warranty claims are the result of variations in these factors. The Company assesses the adequacy of its warranty liability based on changes in these factors.

The overall change in the Company’s warranty reserve is reflected on the condensed consolidated balance sheet in accrued expenses and taxes and is detailed as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in thousands)
Liability, beginning of period	$	1,220		$	1,051		$	1,374		$	930
Provision for warranties issued during the year, net of adjustments	567			322			877			659
Adjustments to warranties issued during previous years	(43		)	137			(396		)	34
Warranty claims	(225		)	(224		)	(336		)	(337		)
Liability, end of period	$	1,519		$	1,286		$	1,519		$	1,286

Note 11 — Long-term Debt

2007 Senior Unsecured Notes

In February 2007, the Company completed the offering of $275.0 million senior unsecured fixed rate notes, which were subsequently exchanged for registered notes in March 2007 (Notes). On September 4, 2012, ARI completed a voluntary partial early redemption of $100.0 million of the Notes at a rate of 101.875% of the principal amount, plus any accrued and unpaid interest. The Notes bore interest at a fixed interest rate of 7.5%. At December 31, 2012, the fair value of these Notes was $176.3 million while the carrying value was $175.0 million. The fair value is based on the closing market price as of that date, which is a Level 1 input. For the definition and discussion of a Level 1 input for fair value measurement, refer to Note 3.

On March 1, 2013, ARI completed a voluntary redemption of the remaining $175.0 million of Notes outstanding at par, plus any accrued and unpaid interest. In conjunction with the redemption, the Company incurred a $0.4 million loss, which is shown as loss on debt extinguishment on the condensed consolidated statements of operations. This non-cash charge is related to the accelerated write-off of the remaining portion of deferred debt issuance costs incurred in connection with the Notes.

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2012 Lease Fleet Financing

In December 2012, Longtrain Leasing entered into a senior secured delayed draw term loan facility (Term Loan) that is secured by a portfolio of railcars, railcar leases, the receivables associated with those railcars and leases, and certain other assets of Longtrain Leasing. The Term Loan provided for an initial draw at closing (Initial Draw) and allowed for up to two additional draws. Upon closing, the Initial Draw was $98.4 million, net of fees and expenses. As of December 31, 2012, the outstanding principal balance on the Term Loan, including the current portion, was $100.0 million.

During the first half of 2013, ARI made two additional draws amounting to $99.8 million in aggregate under the Term Loan, fully utilizing the capacity of the Term Loan. The additional draws during 2013 resulted in proceeds received of $99.4 million, net of fees and expenses. As of June 30, 2013, the outstanding principal balance on the Term Loan, including the current portion, was $198.1 million.

The fair value of the Term Loan was $198.1 million and $100.0 million as of June 30, 2013 and December 31, 2012, respectively, and is based upon estimates by various banks determined by trading levels on the date of measurement using a Level 2 fair value measurement as defined by U.S. GAAP under the fair value hierarchy. For the definition and discussion of a Level 2 input for fair value measurement, refer to Note 3.

The Term Loan, which matures on February 27, 2018, bears interest at one-month LIBOR plus 2.5%, for a rate of 2.7% as of June 30, 2013, subject to an alternative fee as set forth in the credit agreement, and is payable on the 15th of each month (Payment Date). The interest rate increases by 2.0% following certain events of default. The Company is required to pay principal at an annual rate of 3.33% of the borrowed amount via monthly payments that are due on the Payment Date, which commenced on March 15, 2013, with any remaining balance payable on the final scheduled maturity date. The Term Loan may be prepaid at any time without premium or penalty, other than customary LIBOR breakage fees. Longtrain Leasing is required to maintain a loan to value ratio of at least 75% of the Net Aggregate Equipment Value, as defined in the Term Loan. The Term Loan contains restrictive covenants that limit Longtrain Leasing’s ability to, among other things, incur additional debt, issue additional equity, sell certain assets, grant certain liens on its assets, make certain restricted payments, acquisitions and investments, and enter into certain significant transactions with stockholders and affiliates. Additionally, the Term Loan requires Longtrain Leasing to comply with a Debt Service Coverage Ratio, as defined in the credit agreement, of 1.05 to 1.0, measured quarterly on a three-quarter trailing basis beginning on September 30, 2013, and subject to up to a 75 day cure period. Certain covenants, including those that restrict Longtrain Leasing’s ability to incur additional indebtedness and issue equity, become more restrictive if Longtrain Leasing’s debt service coverage ratio, as defined, is less than 1.2 to 1.0 on or after September 30, 2013.

The Term Loan also obligates Longtrain Leasing and ARI to maintain ARI’s separateness and to ensure that the collections from the railcar leases along with the railcars that secure the Term Loan are managed in accordance with the credit agreement. Additionally, ARI is obligated to make any selections of transfers of railcars, railcar leases, receivables and related assets to be conveyed to Longtrain Leasing in good faith and without any adverse selection, to cause American Railcar Leasing LLC (ARL), as the manager, to maintain, lease, and re-lease Longtrain Leasing’s equipment no less favorably than similar portfolios serviced by ARL, and to repurchase or replace railcars that are reported as Eligible Units (as defined in the credit agreement) when they are not Eligible Units, subject to limitations on liability set forth in the credit agreement. The Company was in compliance with all of its covenants under the Term Loan as of June 30, 2013.

The Term Loan is secured by a first lien on substantially all assets of Longtrain Leasing, consisting of railcars, railcar leases, receivables and related assets, subject to limited exceptions. As of June 30, 2013 and December 31, 2012, the net book value of the railcars that were pledged as part of the Term Loan were $223.8 million and $112.0 million, respectively. The future contractual minimum rental revenues related to the railcars pledged as of June 30, 2013 are as follows (in thousands):



Remaining 6 months of 2013	$	12,446
2014	24,892
2015	24,549
2016	23,761
2017	16,651
2018	9,023
2019 and thereafter	17,462
Total	$	128,784

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The remaining principal payments under existing debt agreements as of June 30, 2013 are as follows:



Remaining 6 months of 2013	$	3,300
2014	6,655
2015	6,655
2016	6,673
2017	6,655
2018	168,138
Total	$	198,076

Note 12 — Income Taxes

The statute of limitation on the Company’s 2008 federal income tax return expired on April 14, 2013. The Company’s federal income tax returns for tax years 2009 and beyond remain subject to examination, with the latest statute expiring in September 2016. The Company’s 2009 and 2011 returns are being reviewed by the IRS due to the carryback of a net operating loss from 2011.

The statute of limitations on certain state income tax returns for 2008 remain open and subject to examination, with the latest statute expiring on November 15, 2013, while all state income tax returns for 2009 and beyond remain open to examination by various state taxing authorities, with the latest statute of limitations expiring on November 15, 2017. The Company’s foreign subsidiary’s income tax returns for the 2008 and beyond remain open to examination by foreign tax authorities.

Note 13 — Employee Benefit Plans

The Company is the sponsor of three defined benefit plans that are frozen and no additional benefits are accruing thereunder. Two of the Company's defined benefit pension plans cover certain employees at designated repair facilities. The assets of these defined benefit pension plans are held by independent trustees and consist primarily of equity and fixed income securities. The Company also sponsors an unfunded, non-qualified supplemental executive retirement plan that covers several of the Company's current and former employees.

The Company also provides postretirement healthcare benefits for certain of its retired employees and life insurance benefits for certain of its union employees. Employees may become eligible for healthcare benefits and union employees may become eligible for life insurance benefits, only if they retire after attaining specified age and service requirements. These benefits are subject to deductibles, co-payment provisions and other limitations. During 2009, the premium rates for postretirement healthcare to be paid by retirees were raised and the portion of those rates to be paid by the Company was reduced to zero. This change resulted in a decrease to the postretirement benefit liability of $2.8 million that was recorded to accumulated other comprehensive loss as of December 31, 2009. This adjustment is being recognized over the remaining weighted-average service period of active plan participants.

The components of net periodic benefit cost for the pension and postretirement plans are as follows:



	Pension Benefits
	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in thousands)
Service cost	$	50		$	48		$	99		$	96
Interest cost	220			234			441			468
Expected return on plan assets	(278		)	(253		)	(557		)	(506		)
Amortization of net actuarial loss/prior service cost	194			178			388			356
Net periodic cost recognized	$	186		$	207		$	371		$	414

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	Postretirement Benefits
	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in thousands)
Service cost	$	1		$	—		$	1		$	1
Interest cost	1			1			2			2
Amortization of net actuarial gain/prior service credit	(117		)	(118		)	(234		)	(236		)
Net periodic benefit recognized	$	(115	)	$	(117	)	$	(231	)	$	(233	)

The Company also maintains qualified defined contribution plans, which provide benefits to its eligible employees based on employee contributions, years of service, and employee earnings with discretionary contributions allowed. Expenses related to these plans were $0.3 million and $0.2 million for the three months ended June 30, 2013 and 2012, respectively, and $0.5 million and $0.4 million for the six months ended June 30, 2013 and 2012, respectively.

Note 14 — Commitments and Contingencies

The Company is subject to comprehensive federal, state, local and international environmental laws and regulations relating to the release or discharge of materials into the environment, the management, use, processing, handling, storage, transport or disposal of hazardous materials and wastes, or otherwise relating to the protection of human health and the environment. These laws and regulations not only expose ARI to liability for the environmental condition of its current or formerly owned or operated facilities, and its own negligent acts, but also may expose ARI to liability for the conduct of others or for ARI’s actions that were in compliance with all applicable laws at the time these actions were taken. In addition, these laws may require significant expenditures to achieve compliance and are frequently modified or revised to impose new obligations. Civil and criminal fines and penalties and other sanctions may be imposed for non-compliance with these environmental laws and regulations. ARI’s operations that involve hazardous materials also raise potential risks of liability under common law. Management believes that there are no current environmental issues identified that would have a material adverse effect on the Company. Certain real property ARI acquired from ACF Industries LLC (ACF) in 1994 has been involved in investigation and remediation activities to address contamination. ACF is an affiliate of Mr. Carl Icahn, the chairman of the Company’s board of directors and, through IELP, the Company’s principal beneficial stockholder. Substantially all of the issues identified relate to the use of these properties prior to their transfer to ARI by ACF and for which ACF has retained liability for environmental contamination that may have existed at the time of transfer to ARI. ACF has also agreed to indemnify ARI for any cost that might be incurred with those existing issues. As of the date of this report, ARI does not believe it will incur material costs in connection with any investigation or remediation activities relating to these properties, but it cannot assure that this will be the case. If ACF fails to honor its obligations to ARI, ARI could be responsible for the cost of such remediation. The Company believes that its operations and facilities are in substantial compliance with applicable laws and regulations and that any noncompliance is not likely to have a material adverse effect on its financial condition or results of operations.

ARI is a party to collective bargaining agreements with labor unions at two repair facilities that expire in September 2013 and January 2016. ARI is also party to a collective bargaining agreement with a labor union at a parts manufacturing facility that expires in April 2014.

On September 2, 2009, a complaint was filed by George Tedder (the Plaintiff) against ARI in the U.S. District Court, Eastern District of Arkansas. The Plaintiff alleged that the Company was liable for an injury that resulted during the Plaintiff’s break on April 24, 2008. At trial on April 9, 2012, the jury ruled in favor of the Plaintiff. After an initial appeal of this ruling, the judge reduced the amount awarded to the plaintiff, which was fully accrued as of June 30, 2013 and December 31, 2012. In the first quarter of 2013, the Company filed an appeal of the revised ruling.

The Company has various agreements with and commitments to related parties. See Note 17 for further detail.

Certain claims, suits and complaints arising in the ordinary course of business have been filed or are pending against ARI. In the opinion of management, all such claims, suits, and complaints arising in the ordinary course of business are without merit or would not have a significant effect on the future liquidity, results of operations or financial position of ARI if disposed of unfavorably.

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Note 15 — Share-Based Compensation

The Company accounts for share-based compensation granted under the 2005 Equity Incentive Plan, as amended (the 2005 Plan), based on the fair values calculated using the Monte Carlo and Black-Scholes-Merton (Black-Scholes) models. Share-based compensation is expensed using a graded vesting method over the vesting period of the instrument. The fair value of the liability associated with share-based compensation as of June 30, 2013 is based on the fair value components used to calculate the Black-Scholes value, including the Company’s closing market price, as of that date and is considered a Level 2 input. For the definition and discussion of a Level 2 input for fair value measurement, refer to Note 3.

Stock appreciation rights

The compensation committee of the Company’s board of directors granted awards of stock appreciation rights (SARs) to certain employees pursuant to the 2005 Plan during April 2008, September 2008, March 2009, March 2010, May 2011, and February 2012. The following table presents the amounts incurred by ARI for share-based compensation and the corresponding line items on the condensed consolidated statements of operations that they are classified within:



	Three Months Ended June 30,					Six Months Ended June 30,
	2013			2012		2013		2012
	(in thousands)
Share-based compensation expense (income)
Cost of revenues: Manufacturing	$	(538	)	$	397	$	494	$	562
Cost of revenues: Railcar services	(253		)	86		32		80
Selling, general and administrative	(2,142		)	1,634		2,549		2,171
Total share-based compensation expense (income)	$	(2,933	)	$	2,117	$	3,075	$	2,813

The SARs have exercise prices that represent the closing price of the Company’s common stock on the date of grant. Upon the exercise of any SAR, the Company shall pay the holder, in cash, an amount equal to the excess of (A) the aggregate fair market value (as defined in the 2005 Plan) in respect of which the SARs are being exercised, over (B) the aggregate exercise price of the SARs being exercised, in accordance with the terms of the Stock Appreciation Rights Agreement (the SARs Agreement). The SARs are subject in all respects to the terms and conditions of the 2005 Plan and the SARs Agreement, which contain non-solicitation, non-competition and confidentiality provisions.

The fair value of all unexercised SARs is determined at each reporting period under the Monte Carlo and Black-Scholes models based on the inputs in the table below, which project that the specific performance target for applicable grants will be fully met. The fair value of the SARs is expensed on a graded vesting basis over the vesting period, which is in equal increments on the respective anniversaries of the grant date. Changes in the fair value of vested SARs are expensed in the period of change. The following table provides an analysis of SARs granted in 2012, 2011, 2010, 2009, and 2008 and assumptions that were used as of June 30, 2013 in the Black-Scholes model:

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	Grant Date
	2/24/2012	5/9/2011	3/31/2010 & 5/14/2010	3/3/2009	4/28/2008
SARs outstanding as of June 30, 2013	135,828	134,655	42,073	10,075	1,550
Vested & Exercisable	7,235	59,757	42,073	10,075	1,550
Vesting period	3 years	3 years	3 years	4 years	4 years
Expiration Dates	2/24/2019	5/9/2018	3/31/2017 & 5/14/2017	3/3/2016	4/28/2015
Weighted average exercise price	$29.31	$24.45	$13.24	$6.71	$20.88
Expected volatility range	57.3% - 58.8%	55.4% - 57.3%	55.5%	45.9%	46.1%
Expected life range (in years)	2.8 - 3.6	2.4 - 2.8	1.9	1.3	0.9
Risk-free interest rate	0.7%	0.4% - 0.7%	0.4%	0.2%	0.2%
Expected Dividend yield	3.0%	3.0%	3.0%	3.0%	3.0%
Forfeiture Rate on unvested SARs	2.0%	2.0%	N/A	N/A	N/A

The stock volatility rate was determined using the historical volatility rates of the Company’s common stock over the same period as the expected life of each grant. The expected life ranges represent the use of the simplified method prescribed by the SEC due to inadequate exercise activity for the Company’s SARs. The simplified method uses the average of the vesting period and expiration period of each group of SARs that vest equally over a three or four-year period. The risk-free rate is based on the U.S. Treasury yield curve in effect for the expected term of the options at the time of grant. The expected dividend yield was determined using the most recent quarter’s dividend. The forfeiture rate was based on a Company estimate of expected forfeitures over the vesting period of each grant for each period.

As of June 30, 2013, unrecognized compensation costs related to the unvested portion of SARs were estimated to be $0.9 million and were expected to be recognized over a weighted average period of 16 months.

Note 16 — Accumulated Other Comprehensive Income (Loss)

The following table presents the balances of related after-tax components of accumulated other comprehensive income (loss).



	Accumulated Short-term Investment Transactions			Accumulated Currency Translation			Accumulated Postretirement Transactions			Accumulated Other Comprehensive Income (Loss)
	(In thousands)
Balance December 31, 2011	$	—		$	1,283		$	(2,481	)	$	(1,198	)
Currency translation	—			(2		)	—			(2		)
Reclassifications related to pension and postretirement plans, net of tax effect of $94 (1)	—			—			(152		)	(152		)
Balance June 30, 2012	$	—		$	1,281		$	(2,633	)	$	(1,352	)

Balance December 31, 2012	$	1,213		$	1,562		(3,162		)	$	(387	)
Currency translation	—			(658		)	—			(658		)
Unrealized gain on available for sale securities, net of tax effect of $51	93			—			—			93
Reclassifications related to pension and postretirement plans, net of tax effect of $60 (1)	—			—			94			94
Reclassifications related to available for sale securities, net of tax effect of $702 (2)	(1,306		)	—			—			(1,306		)
Balance June 30, 2013	$	—		$	904		(3,068		)	$	(2,164	)

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(1)—	These accumulated other comprehensive income components related 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 and postretirement plans. See Note 13 for further details and pre-tax amounts.



(2)—	This accumulated other comprehensive income component relates to realized gains on available for sale securities sold. See Note 4 for further details and pre-tax amounts.

Note 17 — Related Party Transactions

Agreements with ACF

The Company has or had the following agreements with ACF, a company controlled by Mr. Carl Icahn, chairman of the Company’s board of directors and, through IELP, the Company’s principal beneficial stockholder:

Manufacturing services agreement

Under the manufacturing services agreement entered into in 1994 and amended in 2005, ACF agreed to manufacture and distribute, at the Company’s instruction, various railcar components. In consideration for these services, the Company agreed to pay ACF based on agreed upon rates. For both the three and six months ended June 30, 2013 and 2012, ARI purchased less than $0.1 million of components from ACF. The agreement automatically renews unless written notice is provided by the Company.

Purchasing and Engineering Services Agreement

In January 2013, ARI entered into a purchasing and engineering services agreement and license with ACF. The agreement was unanimously approved by the independent directors of ARI’s audit committee on the basis that the terms of the agreement were not materially less favorable to ARI than those that could have been obtained in a comparable transaction with an unrelated person. Under this agreement, ARI will provide purchasing support and engineering services to ACF in connection with ACF’s manufacture and sale of certain tank railcars at its facility in Milton, Pennsylvania. Additionally, ARI has granted ACF a non-exclusive, non-assignable license to certain of ARI’s intellectual property, including certain designs, specifications, processes and manufacturing know-how required to manufacture and sell such tank railcars during the term of the agreement. Subject to certain early termination events, the agreement shall terminate on December 31, 2014.

In consideration of the services and license provided by ARI to ACF in conjunction with the agreement, ACF shall pay ARI a royalty and, if any, a share of the net profits (Profits) earned on each railcar manufactured and sold by ACF under the agreement, in an aggregate amount equal to 30 percent of such Profits, as calculated under the agreement. Profits are net of certain of ACF’s start-up and shutdown expenses and certain maintenance capital. If no Profits are realized on a railcar manufactured and sold by ACF pursuant to the agreement, ARI will still be entitled to the royalty for such railcar and will not share in any losses incurred by ACF in connection therewith. In addition, any railcar components supplied by ARI to ACF for the manufacture of these railcars shall be provided at fair market value.

Under the agreement, ACF will have the exclusive right to manufacture and sell subject tank railcars for any new orders scheduled for delivery to customers on or before January 31, 2014. ARI shall have the exclusive right to any sales opportunities for such tank railcars for any new orders scheduled for delivery after that date and through December 31, 2014. ARI also has the right to assign any sales opportunity to ACF, and ACF has the right, but not the obligation, to accept such sales opportunity. Any sales opportunity accepted by ACF will not be reflected in ARI’s orders or backlog.

Revenues of $3.2 million and $3.4 million for the three and six months ended June 30, 2013, respectively, were recorded under this agreement for sales of railcar components to ACF and for royalties on railcars sold by ACF and are included under manufacturing revenues from affiliates on the condensed consolidated statements of operations.

Agreements with ARL

The Company has or had the following agreements with ARL, a company controlled by Mr. Carl Icahn, chairman of the Company’s board of directors and, through IELP, the Company’s principal beneficial stockholder:

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Railcar services agreement

In April 2011, the Company entered into a railcar services agreement with ARL (the Railcar Services Agreement). Under the Railcar Services Agreement, ARI provides ARL railcar repair, engineering, administrative and other services, on an as needed basis, for ARL’s lease fleet at mutually agreed upon prices. The Railcar Services Agreement has a term of three years and will automatically renew for additional one year periods unless either party provides at least sixty days prior written notice of termination.

Revenues of $4.6 million and $5.8 million for the three months ended June 30, 2013 and 2012, respectively, and $9.2 million and $11.0 million for the first six months during 2013 and 2012, respectively, were recorded under the Railcar Services Agreement. These revenues are included under railcar services revenues from affiliates on the condensed consolidated statements of operations. The terms and pricing on services provided to related parties are not less favorable to ARI than the terms and pricing on services provided to unaffiliated third parties. The Railcar Services Agreement was unanimously approved by the independent directors of the Company’s audit committee on the basis that the terms were no less favorable than those that could have been obtained from an independent third party.

Railcar orders

The Company has from time to time manufactured and sold railcars to ARL under long-term agreements as well as on a purchase order basis. In the third quarter of 2012, all unfilled purchase orders previously placed by ARL were assigned to AEP Leasing LLC (AEP), a company controlled by Mr. Carl Icahn, chairman of the Company’s board of directors and, through IELP, the Company’s principal beneficial stockholder. Revenues for railcars sold to ARL were $10.9 million for both the three and six months ended June 30, 2012 and are included in manufacturing revenues from affiliates on the condensed consolidated statements of operations. The terms and pricing on sales to related parties are not less favorable to ARI than the terms and pricing on sales to unaffiliated third parties. Any related party sales of railcars under an agreement or purchase order have been and will be subject to the approval or review by the independent directors of the Company’s audit committee.

Railcar management agreement

On February 29, 2012, the Company entered into a Railcar Management Agreement with ARL, pursuant to which the Company engaged ARL to sell or lease ARI’s railcars in certain markets, subject to the terms and conditions of the agreement. The agreement was effective as of January 1, 2011, will continue through December 31, 2015 and may be renewed upon written agreement by both parties. In December 2012, Longtrain Leasing entered into a similar agreement with ARL that terminates in August 2018 (collectively the Railcar Management Agreements).

The Railcar Management Agreements also provide that ARL will manage the Company’s and Longtrain Leasing's leased railcars including arranging for services, such as repairs or maintenance, as deemed necessary. Subject to the terms and conditions of the agreement, ARL will receive, in respect of leased railcars, a fee consisting of a lease origination fee and a management fee based on the lease revenues, and, in respect of railcars sold by ARL, sales commissions. The Railcar Management Agreements were unanimously approved by the independent directors of the Company’s special committee on the basis that the terms were no less favorable than those that could have been obtained from an independent third party.

Total lease origination and management fees incurred were $0.5 million and $0.5 million for the three months ended June 30, 2013 and 2012, respectively, and $1.0 million and $0.7 million for the first six months of 2013 and 2012, respectively. These fees are included in cost of revenues for railcar leasing on the condensed consolidated statements of operations. Sales commissions of zero and $0.2 million were incurred for the three and six months ended June 30, 2013, respectively, compared to zero sales commissions for both of the same periods in 2012. These costs are included in selling, general and administrative costs to affiliates on the condensed consolidated statements of operations. These costs are included in the earnings from operations of the manufacturing segment.

Agreements with AEP

The Company has the following agreements with AEP, a company controlled by Mr. Carl Icahn, chairman of the Company’s board of directors and, through IELP, the Company’s principal beneficial stockholder:

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Railcar orders

As discussed above, in the third quarter 2012, ARL assigned all its unfilled purchase orders to AEP. At that time, the Company began manufacturing and selling railcars to AEP on a purchase order basis. Revenues from railcars sold to AEP were $16.7 million and $79.5 million for the three and six months ended June 30, 2013. Revenues from railcars sold to AEP are included in manufacturing revenues from affiliates on the condensed consolidated statements of operations. The terms and pricing on sales to related parties are no less favorable to ARI than the terms and pricing on sales to unaffiliated third parties. Any related party sales of railcars under an agreement or purchase order have been and will be subject to the approval or review by the Company’s audit committee.

Agreements with other related parties

The Company’s Axis joint venture entered into a credit agreement in December 2007. During 2009, the Company and the other initial partner acquired this loan from the lenders party thereto, with each party acquiring a 50.0% interest in the loan. The balance outstanding on these loans, due to ARI Component, was $34.4 million and $35.7 million as of June 30, 2013 and December 31, 2012, respectively. See Note 9 for further information regarding this transaction and the terms of the underlying loan.

Effective January 1, 2010, ARI entered into a services agreement to provide Axis various administrative services such as accounting, tax, human resources and purchasing assistance for an annual fee of $0.3 million, payable in equal monthly installments. This agreement had an initial term of one year and automatically renews for a one-year period unless written notice is received from either party.

Effective April 1, 2009, Mr. James J. Unger, the Company’s former chief executive officer, assumed the role of vice chairman of the board of directors. In exchange for this service, Mr. Unger receives an annual director fee of $65,000 that is payable quarterly, in advance.

The Company leases one of its parts manufacturing facilities from an entity owned by Mr. Unger. Expenses paid for this facility were $0.1 million for both the three months ended June 30, 2013 and 2012 and $0.2 million for the first six months of 2013 and 2012. These costs are included in cost of revenues from manufacturing on the consolidated statements of operations. The Company is required to pay all tax increases assessed or levied upon the property and the cost of the utilities, as well as repair and maintain the facility. The lease, which extends through January 2016, was unanimously approved by the independent directors of the Company’s audit committee on the basis that the terms of the lease was no less favorable than those that could have been obtained from an independent third party.

On October 29, 2010, ARI entered into a lease agreement with a term of eleven years with an entity owned by Mr. Unger. The lease is for ARI’s headquarters location in St. Charles, Missouri that it previously leased through ARL under a services agreement with ARL, which expired December 31, 2010. The term under this lease agreement commenced January 1, 2011. The Company is required to pay monthly rent and a portion of all tax increases assessed or levied upon the property and increases to the cost of the utilities and other services it uses. The expenses recorded for this facility were $0.1 million for both the three months ended June 30, 2013 and 2012 and $0.3 million for both the first six months of 2013 and 2012. These fees are included in selling, general and administrative costs on the condensed consolidated statements of operations as costs to a related party. The lease was unanimously approved by the independent directors of the Company’s audit committee on the basis that the terms of the lease was no less favorable than those that could have been obtained from an independent third party.

ARI is party to a scrap agreement with M. W. Recycling (MWR), a company controlled by Mr. Carl Icahn, chairman of the Company’s board of directors and, through IELP, the Company’s principal beneficial stockholder. Under the agreement, ARI sells and MWR purchases scrap metal from several ARI plant locations. MWR collected scrap material totaling $1.6 million and $2.3 million for the three months ended June 30, 2013 and 2012, respectively and $3.3 million and $5.1 million for the first six months of 2013 and 2012, respectively. This agreement was entered into at arm’s-length and was approved by the Company’s audit committee on the basis that the terms of the agreement were no less favorable than those that could have been obtained from an independent third party.

Icahn Sourcing, LLC (“Icahn Sourcing”), was an entity formed by Mr. Carl Icahn in order to maximize the potential buying power of a group of entities with which Mr. Carl Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates. The Company was a member of the buying group in 2012. The Company did not pay Icahn Sourcing any fees or other amounts with respect to the buying group arrangement in 2012.

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Effective January 1, 2013 Icahn Sourcing restructured its ownership and changed its name to Insight Portfolio Group LLC (“Insight Portfolio Group”). In connection with the restructuring, ARI acquired a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group’s operating expenses in 2013. A number of other entities with which Carl Icahn has a relationship also acquired equity interests in Insight Portfolio Group and also agreed to pay certain of Insight Portfolio Group’s operating expenses in 2013. During both the three and six months ended June 30, 2013, less than $0.1 million of fees were incurred as a member of the Insight Portfolio Group. These charges were included in selling, general and administrative costs on the condensed consolidated statements of operations.

Financial information for transactions with related parties

Cost of revenues for manufacturing included $21.7 million and $26.2 million for the three months ended June 30, 2013 and 2012, respectively, and $40.1 million and $49.5 million for the first six months of 2013 and 2012, respectively, in railcar components purchased from joint ventures.

Inventory as of June 30, 2013 and December 31, 2012, included $6.6 million and $3.3 million, respectively, of railcar components purchased from joint ventures and all profit for this inventory still on hand was eliminated.

Note 18 — Operating Segment and Sales and Credit Concentrations

ARI operates in three reportable segments: manufacturing, railcar leasing and railcar services. These reportable segments are organized based upon a combination of the products and services offered and performance is evaluated based on revenues and segment earnings (loss) from operations.

Manufacturing

Manufacturing consists of railcar manufacturing and railcar and industrial component manufacturing. Intersegment revenues are determined based on an estimated fair market value of the railcars manufactured for the Company’s railcar leasing segment, as if such railcars had been sold to a third party. Revenues for railcars manufactured for the Company’s leasing segment are not recognized in consolidated revenues as railcar sales, but rather lease revenues are recognized over the term of the lease. Earnings (loss) from operations for manufacturing include an allocation of selling, general and administrative costs, as well as profit for railcars manufactured for the Company’s leasing segment based on revenue determined as described above.

Railcar Leasing

Railcar leasing consists of railcars manufactured by the Company and leased to third parties under operating leases. Earnings (loss) from operations for railcar leasing include an allocation of selling, general and administrative costs and also reflect origination fees paid to ARL associated with originating the lease to the Company’s leasing customers. The origination fees represent a percentage of the revenues from the lease over its initial term and are paid up front.

Railcar Services

Railcar services consist of railcar repair services, engineering and field services, and fleet management services. Earnings (loss) from operations for railcar services include an allocation of selling, general and administrative costs.

Segment Financial Results

The information in the following table is derived from the segments’ internal financial reports used by the Company’s management for purposes of assessing segment performance and for making decisions about allocation of resources.

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	Revenues								Earnings (Loss) from Operations
	External		Intersegment			Total			External			Intersegment			Total
	(in thousands)
Three Months Ended June 30, 2013
Manufacturing	$	132,242	$	45,083		$	177,325		$	32,780		$	10,126		$	42,906
Railcar Leasing	7,527		—			7,527			3,645			8			3,653
Railcar Services	19,635		46			19,681			4,083			(41		)	4,042
Corporate/Eliminations	—		(45,129		)	(45,129		)	(639		)	(10,093		)	(10,732		)
Total Consolidated	$	159,404	$	—		$	159,404		$	39,869		$	—		$	39,869
Three Months Ended June 30, 2012
Manufacturing	$	134,748	$	84,540		$	219,288		$	26,334		$	14,346		$	40,680
Railcar Leasing	2,668		—			2,668			1,021			7			1,028
Railcar Services	16,798		191			16,989			3,396			(44		)	3,352
Corporate/Eliminations	—		(84,731		)	(84,731		)	(4,791		)	(14,309		)	(19,100		)
Total Consolidated	$	154,214	$	—		$	154,214		$	25,960		$	—		$	25,960
Six Months Ended June 30, 2013
Manufacturing	$	305,217	$	100,491		$	405,708		$	66,759		$	19,908		$	86,667
Railcar Leasing	14,070		—			14,070			5,808			12			5,820
Railcar Services	35,227		95			35,322			6,388			2			6,390
Corporate/Eliminations	—		(100,586		)	(100,586		)	(7,857		)	(19,922		)	(27,779		)
Total Consolidated	$	354,514	$	—		$	354,514		$	71,098		$	—		$	71,098
Six Months Ended June 30, 2012
Manufacturing	$	299,061	$	132,089		$	431,150		$	51,486		$	23,268		$	74,754
Railcar Leasing	4,048		—			4,048			1,617			13			1,630
Railcar Services	32,704		220			32,924			5,739			(50		)	5,689
Corporate/Eliminations	—		(132,309		)	(132,309		)	(9,077		)	(23,231		)	(32,308		)
Total Consolidated	$	335,813	$	—		$	335,813		$	49,765		$	—		$	49,765



Total Assets	June 30, 2013		December 31, 2012
	(in thousands)
Manufacturing	$	318,352	$	329,346
Railcar Leasing	362,352		263,228
Railcar Services	46,163		49,060
Corporate/Eliminations	31,806		168,124
Total Consolidated	$	758,673	$	809,758

Sales to Related Parties

As discussed in Note 17, ARI has numerous arrangements with related parties. As a result, from time to time, ARI offers its products and services to affiliates at terms and pricing no less favorable to ARI than the terms and pricing provided to unaffiliated third parties. Below is a summary of revenue from affiliates for each operating segment reflected as a percentage of total consolidated revenues.



	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Manufacturing	12.5	%	7.1	%	23.4	%	3.2	%
Railcar Leasing	—	%	—	%	—	%	—	%
Railcar Services	2.9	%	3.8	%	2.6	%	3.3	%

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Sales and Credit Concentration

Manufacturing revenues from customers that accounted for more than 10.0% of total consolidated revenues are outlined in the table below. The railcar leasing and railcar services segments had no customers that accounted for more than 10% of the consolidated revenues for the three and six months ended June 30, 2013 and 2012.



	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Manufacturing revenues from significant customers	64.8	%	54.3	%	63.3	%	56.1	%

Manufacturing accounts receivable from customers that accounted for more than 10.0% of consolidated receivables (including accounts receivable, net and accounts receivable, due from related parties) are outlined in the table below. The railcar leasing and railcar services segments also had no customers that accounted for more than 10% of the consolidated receivables balance as of June 30, 2013 and December 31, 2012.



	June 30, 2013		December 31, 2012
Manufacturing receivables from significant customers	40.9	%	35.1	%

Note 19 — Consulting Contracts

During the first quarter of 2011, the Company entered into a technology services consulting agreement with SDS-Altaiwagon, a Russian railcar builder, to design a railcar for general service in Russia for a total contract price of $1.5 million. The technology services consulting agreement was completed during the first quarter of 2012.

During the second quarter of 2011, the Company entered into a consulting agreement with the Indian Railways Research Designs and Standards Organization (RDSO) to design and develop certain railcars for service in India for a total contract price of $9.6 million. The consulting agreement is expected to continue through 2016.

For the three months ended June 30, 2013 and 2012, revenues of $0.1 million and $0.8 million, respectively, were recorded under these consulting agreements. For the six months ended June 30, 2013 and 2012, revenues of $0.8 million and $1.2 million, respectively, were recorded under these consulting agreements. As of June 30, 2013 and December 31, 2012, unbilled revenues of $2.9 million and $2.1 million, respectively, were due from the RDSO agreement. As of each balance sheet date presented, approximately $2.0 million and $1.4 million of the unbilled revenue for June 30, 2013 and December 31, 2012, respectively, has been recorded in prepaid expenses and other current assets with the remaining $0.9 million and 0.7 million, respectively, being recorded in other assets on the condensed consolidated balance sheets.

Note 20 — Supplemental Cash Flow Information

ARI received interest income of $1.4 million and $1.8 million for the six months ended June 30, 2013 and 2012, respectively.

ARI paid interest expense, net of capitalized interest, of $8.4 million and $10.0 million for the six months ended June 30, 2013 and 2012, respectively.

ARI paid $6.1 million and $1.6 million of taxes, net of refunds for the six months ended June 30, 2013 and 2012, respectively.

ARI paid $6.5 million and $2.1 million to employees related to SARs exercises during the six months ended June 30, 2013 and 2012, respectively.

Note 21 — Subsequent Events

On July 22, 2013, the Board of Directors of the Company declared a cash dividend of $0.25 per share of common stock of the Company to shareholders of record as of September 20, 2013 that will be paid on September 27, 2013.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Some of the statements contained in this report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act), including statements regarding our plans, objectives, expectations and intentions. Such statements include, without limitation, statements regarding various estimates we have made in preparing our financial statements, statements regarding expected future trends relating to our industry, our results of operations and the sufficiency of our capital resources, statements regarding our capital expenditure plans and expansion of our business, statements regarding expansion of our railcar lease fleet and statements regarding anticipated production schedules for our products and the anticipated construction and production schedules of our joint ventures. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated.

Risks and uncertainties that could adversely affect our business and prospects include without limitation:


•	any financial or other information included herein based upon or otherwise incorporating judgments or estimates based upon future performance or events;


•	the impact of an economic downturn, adverse market conditions and restricted credit markets;


•	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 our business;


•	the highly competitive nature of the railcar manufacturing industry;


•	the conversion of our railcar backlog into revenues;


•	anticipated trends relating to our shipments, leasing, railcar services, revenues, financial condition or results of operations;


•	our ability to manage overhead and variations in production rates;


•	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 risk of being unable to market or remarket railcars for sale or lease at favorable prices or on favorable terms or at all;


•	the ongoing benefits and risks related to our relationship with Mr. Carl Icahn, the chairman of our board of directors and, through Icahn Enterprises L.P. (IELP), our principal beneficial stockholder, and certain of his affiliates.


•	anticipated production schedules for our products and the anticipated financing needs, construction and production schedules of our joint ventures;


•	the risks, impact and anticipated benefits associated with potential joint ventures, acquisitions or new business endeavors;


•	the risks associated with international operations and joint ventures;


•	the implementation, integration with other systems or ongoing management of our new enterprise resource planning system;


•	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;


•	compliance with covenants contained in our financing arrangement; and


•	the impact and costs and expenses of any litigation we may be subject to now or in the future.

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In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. Our actual results could be different from the results described in or anticipated by our forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections and may be materially better or worse than anticipated. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date of this report. We expressly disclaim any duty to provide updates to forward-looking statements, and the estimates and assumptions associated with them, after the date of this report, in order to reflect changes in circumstances or expectations or the occurrence of unanticipated events except to the extent required by applicable securities laws. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed above and under “Risk Factors” in our Annual Report on Form 10-K (the Annual Report), as well as the risks and uncertainties discussed elsewhere in the Annual Report and in this report. We qualify all of our forward-looking statements by these cautionary statements. We caution you that these risks are not exhaustive. We operate in a continually changing business environment and new risks emerge from time to time.

EXECUTIVE SUMMARY

We are a leading North American designer and manufacturer of hopper and tank railcars. We operate in three reportable segments: manufacturing, railcar leasing and railcar services. Manufacturing consists of railcar manufacturing and railcar and industrial component manufacturing. Railcar leasing consists of railcars manufactured by us and leased to third parties under operating leases. Railcar services consist of railcar repair services, engineering and field services, and fleet management services.

The North American railcar market has been, and we expect it to continue to be, highly cyclical. Industry-wide demand for tank railcars continues to be strong while demand for most other railcar types remains weak. Consistent with industry expectations, we anticipate demand for hopper railcars, specifically for plastic pellet cars, to begin strengthening late in 2013 for delivery into 2014 through 2016. We cannot assure you that the tank railcar market will continue to operate at historically strong levels, that demand for covered hopper railcars, or any other railcar types, will improve, or that our railcar orders and shipments will track industry-wide trends.

In the second quarter of 2013, we experienced another strong quarter of earnings powered by the strong tank railcar market. Our earnings continue to benefit from vertical integration projects that we implemented over the past several years. During the second quarter of 2013, we shipped approximately 1,310 railcars, 41.0% lower than that of the same period in 2012. The decrease in volumes was driven predominately by softness in the covered hopper market, partially offset by improved volumes for tank railcars. Our earnings continue to benefit from a favorable railcar production mix of more tank railcars, improved general market conditions for tank railcars and our growing fleet of leased railcars. On a consolidated basis, the gross profit margin on our manufacturing segment increased to 26.1% in the second quarter of 2013 compared to 21.0% in the same period of 2012. In addition to the covered hopper market, industry demand is soft with respect to other railcar types that the Company does not manufacture but that impact our domestic joint ventures.

As of June 30, 2013, we have a backlog of approximately 6,940 railcars including approximately 2,620 railcars for lease customers. In response to changes in customer demand, we continue to adjust production rates as needed at our railcar manufacturing facilities.

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RESULTS OF OPERATIONS

Three and six months ended June 30, 2013 compared to three and six months ended June 30, 2012

Consolidated Results



	Three Months Ended											Six Months Ended
	June 30,						$			%		June 30,						$			%
	2013			2012			Change			Change		2013			2012			Change			Change
	(in thousands)											(in thousands)
Revenues:
Manufacturing	$	132,242		$	134,748		$	(2,506	)	(1.9	)	$	305,217		$	299,061		$	6,156		2.1
Railcar leasing	7,527			2,668			4,859			182.1		14,070			4,048			10,022			247.6
Railcar services	19,635			16,798			2,837			16.9		35,227			32,704			2,523			7.7
Total revenues	$	159,404		$	154,214		$	5,190		3.4		$	354,514		$	335,813		$	18,701		5.6
Cost of revenues:
Manufacturing	$	(97,709	)	$	(106,449	)	$	8,740		8.2		$	(234,832	)	$	(244,010	)	$	9,178		3.8
Railcar leasing	(3,301		)	(1,601		)	(1,700		)	(106.2	)	(6,205		)	(2,342		)	(3,863		)	(164.9	)
Railcar services	(14,860		)	(12,740		)	(2,120		)	(16.6	)	(27,449		)	(25,668		)	(1,781		)	(6.9	)
Total cost of revenues	$	(115,870	)	$	(120,790	)	$	4,920		4.1		$	(268,486	)	$	(272,020	)	$	3,534		1.3
Selling, general and administrative	(3,665		)	(7,464		)	3,799			50.9		(14,930		)	(14,028		)	(902		)	(6.4	)
Earnings from operations	$	39,869		$	25,960		$	13,909		53.6		$	71,098		$	49,765		$	21,333		42.9

Revenues

Our total consolidated revenues for the three and six months ended June 30, 2013 increased by 3.4% and 5.6%, respectively, compared to the same periods in 2012. This increase for the three month period was due to increased revenues from our railcar leasing and railcar services segments, partially offset by lower manufacturing segment revenue. During the three months ended June 30, 2013, we shipped approximately 930 railcars, which excludes approximately 380 railcars built for our lease fleet, compared to approximately 1,290 railcars for the same period of 2012, which excludes approximately 910 railcars built for our lease fleet. The increase in revenues during the six month period was due to increased revenues across our three segments, driven predominately by increases in manufacturing and our railcar leasing segments. During the first six months of 2013, we shipped approximately 2,300 railcars, which excludes approximately 910 railcars built for our lease fleet, compared to approximately 3,030 railcars for the same period of 2012, which excludes approximately 1,380 railcars built for our lease fleet.

Manufacturing revenues decreased by 1.9% during the three months ended June 30, 2013 compared to the same period in 2012, while manufacturing revenues increased by 2.1% during the first half of 2013 compared to the first half of 2012. The change during the quarter was due to a 20.2% decrease on lower volumes of railcar shipments for direct sale and a decrease of 4.6% due to lower revenues from certain material cost changes that we pass through to customers, as discussed below. These declines in manufacturing revenues were partially offset by a 22.9% increase driven primarily by a higher mix of tank railcars, which generally sell at higher prices due to more material and labor content, and improved general market conditions for tank railcars. The change during the first six months of the year was due to a 28.0% increase driven primarily by a higher mix of tank railcars and improved general market conditions for tank railcars. This increase was partially offset by a decrease of 20.2% due to lower volumes of railcar shipments for direct sale, and a decrease of 5.7% due to lower revenues from certain material cost changes that we pass through to customers, as discussed below. Railcar shipments during the three and six months ended June 30, 2013 were lower than the comparable periods in 2012 due predominately to lower covered hopper railcar shipments, partially offset by increased tank railcar shipments.

Leasing revenues increased during the three and six months ended June 30, 2013 compared to the same periods in 2012 due to an increase in the number of railcars leased to customers and an increase in the average lease rate. The lease fleet grew from 1,870 railcars at June 30, 2012 to 3,500 railcars at June 30, 2013.

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The increase in railcar services revenue for the three and six months ended June 30, 2013 compared to the same periods in 2012 was primarily due to an increase in certain repair projects performed at our hopper railcar manufacturing facility in 2013.

Cost of revenues

Our total consolidated cost of revenues decreased by 4.1% and 1.3% for the three and six months ended June 30, 2013, respectively, compared to the same periods in 2012. The decreases in both periods were primarily due to decreases in our manufacturing segment, partially offset by increases in our railcar leasing and railcar services segments. Cost of revenues decreased for our manufacturing segment by 8.2% and 3.8% for the three and six months ended June 30, 2013, respectively, compared to the same periods in 2012. This change during the quarter was a result of a decrease of 20.0% due to lower volumes of railcar shipments for direct sale, as discussed above, and a decrease of 5.8% resulting from lower material costs for key components and steel. The decrease in costs for key components and steel is also reflected as a decrease in selling prices as our sales contracts include provisions to adjust prices for increases and decreases in the cost of most raw materials and components on a dollar for dollar basis. The combination of these two decreases were partially offset by a 17.6% increase in cost of revenues driven by a shift in production to a higher mix of tank railcars, which generally have more material and labor content. The change during the first six months of the year was due to a decrease of 19.9% due to lower volumes of railcar shipments for direct sale, as discussed above, and a decrease of 7.0% resulting from lower material costs for key components and steel. The combination of these two decreases were partially offset by a 23.1% increase in cost of revenues driven by a shift in production to a higher mix of tank railcars.

Costs of revenues for our leasing segment increased for the three and six months ended June 30, 2013 compared to the same periods in 2012 primarily as a result of an increase in our lease fleet, as discussed above.

The increase in railcar services cost of revenues for the three and six months ended June 30, 2013 compared to the same periods in 2012 was primarily due to the repair projects discussed above.

Selling, general and administrative expenses

Our total consolidated selling, general and administrative costs decreased by 50.9% for the second quarter of 2013 compared to the same period in 2012, while increasing by 6.4% for the first half of 2013 compared to the same period in 2012. The decrease during the quarter was driven by a significant decrease in our share-based compensation, which fluctuates with our stock price. In the second quarter of 2013, our stock price decreased approximately $13 per share (after an increase of $15 per share in the first quarter of 2013) compared to the stock price increasing approximately $4 per share during the same period in 2012. The significant increase in our stock price experienced in the first quarter of 2013 was partially offset by the decrease in our stock price during the second quarter of 2013, resulting in a net increase in the stock price of $2 per share. The increase in selling, general and administrative expenses during the first half of 2013 compared to the same period during 2012 was primarily a result of an increase in share-based compensation, driven by net increases in our share price during the first half of 2013.

Interest expense

Our total consolidated interest expense decreased by 73.7% and 57.5% for the three and six months ended June 30, 2013, respectively, compared to the same periods in 2012. This decrease was a result of a lower interest rate secured on the lease fleet financing, discussed further in the liquidity and capital resources section below, and a lower average debt balance due to the voluntary early redemption of our 7.5% senior unsecured notes (Notes). Our average debt balance in the second quarter of 2013 was $165.9 million with a weighted average interest rate of 2.7% compared to an average debt balance of $275.0 million with a weighted average interest rate of 7.5% during the same period in 2012. During the first half of 2013, our average debt balance was $199.6 million with a weighted average interest rate of 4.1% compared to an average debt balance of $275.0 million with a weighted average interest rate of 7.5% during the same period in 2012.

Loss on debt extinguishment

During the six months ended June 30, 2013, we redeemed $175.0 million of the aggregate principal amount of our Notes, resulting in a $0.4 million non-cash charge related to the accelerated write-off of the remainder of deferred debt issuance costs incurred in connection with the Notes.

Other income

Other income of $2.0 million was recognized in the first six months of 2013 primarily due to realized gains on the sale of short-term investments.

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Earnings (loss) from Joint Ventures

Our earnings (loss) from joint ventures were as follows:



	Three Months Ended June 30,									Six Months Ended June 30,
	2013			2012			Change			2013			2012			Change
Ohio Castings	$	(34	)	$	833		$	(867	)	$	(112	)	$	1,641		$	(1,753	)
Axis	(82		)	(150		)	68			(694		)	(285		)	(409		)
Amtek Railcar - India	(688		)	(217		)	(471		)	(971		)	(476		)	(495		)
Total Earnings (Loss) from Joint Ventures	$	(804	)	$	466		$	(1,270	)	$	(1,777	)	$	880		$	(2,657	)

Our joint venture loss was $0.8 million and $1.8 million for the three and six months ended June 30, 2013, respectively compared to income of $0.5 million and $0.9 million, respectively, for the same periods in 2012. The decreases in both periods were attributable primarily to our share of Ohio Castings Company, LLC (Ohio Castings) and Amtek Railcar Industries Private Limited (Amtek Railcar) losses. During the three and six months ended June 30, 2013, Amtek Railcar's loss increased compared to the same periods in 2012 as a result of production beginning and capitalization of interest ceasing during the second quarter of 2013. In the second quarter of 2013, Ohio Castings experienced break-even earnings compared to income of $0.8 million during the same period in 2012. During the first half of 2013, a loss of $0.1 million was recorded by Ohio Castings, compared to income of $1.6 million during the same period of 2012. These decreases were a result of Ohio Castings’ production levels decreasing from 2012 levels on weak railcar demand for railcar types other than tank railcars. Our Axis joint venture has also been impacted by softer demand during 2013, however this was largely offset during the second quarter of 2013 as the plant realized greater efficiency compared to the same period in 2012.

Income Tax Expense

Our income tax expense was $14.8 million, or 38.5% of our earnings before income taxes, and $26.4 million, or 38.9% of our earnings before income taxes for the three and six months ended June 30, 2013, respectively, compared to $8.8 million and $16.6 million for the same periods in 2012, or 39.6% of our earnings before income taxes in both the three and six months ended June 30, 2012. The estimated tax rate fluctuates on a quarterly basis depending on the mix of income or loss in the U.S. versus foreign countries. The Company's income tax rate was also affected by the domestic production activities deduction, settlements reached with taxing authorities, and statutes lapsing.

Segment Results

The table below summarizes our historical revenues, earnings from operations and operating margin for the periods shown. Intersegment revenues are accounted for as if sales were to third parties. Operating margin is defined as total segment earnings from operations as a percentage of total segment revenues. Our historical results are not necessarily indicative of operating results that may be expected in the future.

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	Three Months Ended June 30,
	2013									2012
	(in thousands)
	External			Intersegment			Total			External			Intersegment			Total			Change
Revenues
Manufacturing	$	132,242		$	45,083		$	177,325		$	134,748		$	84,540		$	219,288		$	(41,963	)
Railcar Leasing	7,527			—			7,527			2,668			—			2,668			4,859
Railcar Services	19,635			46			19,681			16,798			191			16,989			2,692
Eliminations	—			(45,129		)	(45,129		)	—			(84,731		)	(84,731		)	39,602
Total Consolidated	$	159,404		$	—		$	159,404		$	154,214		$	—		$	154,214		$	5,190
Earnings (Loss) from Operations
Manufacturing	$	32,780		$	10,126		$	42,906		$	26,334		$	14,346		$	40,680		$	2,226
Railcar Leasing	3,645			8			3,653			1,021			7			1,028			2,625
Railcar Services	4,083			(41		)	4,042			3,396			(44		)	3,352			690
Corporate/Eliminations	(639		)	(10,093		)	(10,732		)	(4,791		)	(14,309		)	(19,100		)	8,368
Total Consolidated	$	39,869		$	—		$	39,869		$	25,960		$	—		$	25,960		$	13,909

	Six Months Ended June 30,
	2013									2012
	(in thousands)
	External			Intersegment			Total			External			Intersegment			Total			Change
Revenues
Manufacturing	$	305,217		$	100,491		$	405,708		$	299,061		$	132,089		$	431,150		$	(25,442	)
Railcar Leasing	14,070			—			14,070			4,048			—			4,048			10,022
Railcar Services	35,227			95			35,322			32,704			220			32,924			2,398
Eliminations	—			(100,586		)	(100,586		)	—			(132,309		)	(132,309		)	31,723
Total Consolidated	$	354,514		$	—		$	354,514		$	335,813		$	—		$	335,813		$	18,701
Earnings (Loss) from Operations
Manufacturing	$	66,759		$	19,908		$	86,667		$	51,486		$	23,268		$	74,754		$	11,913
Railcar Leasing	5,808			12			5,820			1,617			13			1,630			4,190
Railcar Services	6,388			2			6,390			5,739			(50		)	5,689			701
Corporate/Eliminations	(7,857		)	(19,922		)	(27,779		)	(9,077		)	(23,231		)	(32,308		)	4,529
Total Consolidated	$	71,098		$	—		$	71,098		$	49,765		$	—		$	49,765		$	21,333



	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Operating Margins
Manufacturing	24.2	%	18.6	%	21.4	%	17.3	%
Railcar Leasing	48.5	%	38.5	%	41.4	%	40.3	%
Railcar Services	20.5	%	19.7	%	18.1	%	17.3	%
Total Consolidated	25.0	%	16.8	%	20.1	%	14.8	%

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Manufacturing

Our manufacturing revenues, including an estimate of revenues for railcars built for our lease fleet, decreased by $42.0 million and $25.4 million for the three and six months ended June 30, 2013 compared to the same periods in 2012. During the second quarter of 2013, we shipped approximately 1,310 railcars, including approximately 380 railcars built for our lease fleet, compared to approximately 2,200 railcars for the same period of 2012, including approximately 910 railcars built for our lease fleet. During the first six months of 2013, we shipped approximately 3,210 railcars, including approximately 910 railcars built for our lease fleet, compared to approximately 4,410 railcars for the same period of 2012, including approximately 1,380 railcars built for our lease fleet. The primary reasons for the decrease in revenues were lower covered hopper railcar shipments, partially offset by higher tank railcar shipments, and lower revenues from certain material cost changes that we pass through to customers, as discussed above. This combined decrease was partially offset by a higher mix of tank railcars shipped, which generally sell at higher prices due to more material and labor content, and improved general market conditions for tank railcars. Manufacturing revenues for the three and six months ended June 30, 2013 included estimated revenues of $45.1 million and $100.5 million, respectively, relating to railcars built for our lease fleet, compared to $84.5 million and $132.1 million, respectively, for the same periods in 2012. Such revenues are based on an estimated fair market value of the leased railcars as if they had been sold to a third party, and are eliminated in consolidation. Revenues from railcars manufactured for our leasing segment are not recognized in consolidated revenues as railcar sales, but rather lease revenues are recognized in accordance with the terms of the contract over the life of the lease. Railcars built for the lease fleet represented approximately 30% of our railcar shipments during both the three and six months ended June 30, 2013 compared to approximately 40% of our railcar shipments during the second quarter of 2012 and 30% of our railcar shipments during the first six months of 2012.

During the third quarter of 2012, we began manufacturing and selling railcars to AEP Leasing LLC (AEP) on a purchase order basis, following the assignment to AEP of all unfilled purchase orders previously placed by American Railcar Leasing LLC (ARL). Manufacturing revenues for the three and six months ended June 30, 2013 included direct sales of railcars to AEP totaling $16.7 million and $79.5 million, respectively, compared to $10.9 million of direct sales to ARL for both the three and six months ended June 30, 2012. In addition, we recorded $3.2 million and $3.4 million of sales revenue from ACF Industries LLC (ACF) for sales of railcar components to ACF and for royalties on railcars sold by ACF during the three and six months ended June 30, 2013, compared to zero for the same periods in 2012. Total manufacturing revenues from our affiliates represent 12.5% and 23.4% of our total consolidated revenues for the three and six months ended June 30, 2013, respectively, compared to 7.1% and 3.2% for the same periods in 2012, respectively. AEP, ARL and ACF are affiliates of Mr. Carl Icahn, the chairman of our board of directors and, through IELP, our principal beneficial stockholder.

Earnings from operations for manufacturing, which include an allocation of selling, general and administrative costs, as well as estimated profit for railcars manufactured for our leasing segment, increased by $2.2 million and $11.9 million for the three and six months ended June 30, 2013, respectively, compared to the same periods in 2012. Estimated profit on railcars built for our lease fleet, which is eliminated in consolidation, was $10.1 million and $19.9 million for the three and six months ended June 30, 2013, respectively, compared to $14.3 million and $23.3 million for the same periods in 2012, respectively. The estimated profit on railcars built for our lease fleet is based on an estimated fair market value of revenues as if the railcars had been sold to a third party, less the cost to manufacture. Operating margin from manufacturing increased to 24.2% and 21.4% for the three and six months ended June 30, 2013, respectively, from 18.6% and 17.3% for the same periods in 2012. These increases were due primarily to improved sales mix, as discussed above, and operating leverage as a result of higher tank railcar production volumes, partially offset by softer hopper railcar volumes. We also continue to benefit from cost savings achieved by the vertical integration projects put in place during the past several years.

Railcar Leasing

Our railcar leasing revenues for the three and six months ended June 30, 2013 increased by $4.9 million and $10.0 million, respectively, compared to the same periods in 2012. The increase in revenues was driven by an increase in railcars on lease with third parties and an increase in the average lease rate, as discussed above.

Earnings from operations for railcar leasing, which include an allocation of selling, general and administrative costs, increased by $2.6 million and $4.2 million for the three and six months ended June 30, 2013 compared to the same periods in 2012 due predominately to the growth in our lease fleet, as discussed above. Operating margin from railcar leasing increased to 48.5% and 41.4% for the three and six months ended June 30, 2013, respectively, from 38.5% and 40.3% for the same periods in 2012. The increase in the three months ended June 30, 2013 compared to the same period in 2012 is a result of lower expenses during the current year. Operating margins were effectively flat during the six months ended June 30, 2013 compared to the same period in 2012 as these lower expenses realized during the second quarter were substantially offset by higher expenses realized during the first quarter of 2013.

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Railcar Services

Our railcar services revenues increased by $2.7 million and $2.4 million for the three and six months ended June 30, 2013 compared to the same periods in 2012. The increases were primarily due to certain repair projects performed in 2013 at our hopper railcar manufacturing facility.

For the three and six months ended June 30, 2013, our railcar services revenues included transactions with ARL totaling $4.6 million, or 2.9% of our total consolidated revenues, and $9.2 million, or 2.6% of our total consolidated revenues, respectively, compared to $5.8 million, or 3.8% of our total consolidated revenues, and $11.0 million, or 3.3% of our total consolidated revenues, for the same periods in 2012.

Earnings from operations and operating margins for railcar services, which include an allocation of selling, general and administrative costs, were relatively flat for the three and six month periods.

BACKLOG

We define backlog as the number and estimated market value of railcars that our customers have committed in writing to purchase or lease from us that have not been shipped. As of June 30, 2013, our total backlog was approximately 6,940 railcars, of which approximately 4,320 railcars with an estimated market value of $532.1 million were orders for direct sale and approximately 2,620 railcars with an estimated market value of $357.2 million were orders for railcars that will be subject to lease. Estimated backlog value reflects the total revenues expected to be attributable to the backlog reported at the end of the particular period as if such backlog were converted to actual revenues. Estimated backlog value of railcars that will be subject to lease reflects the estimated market value of each railcar. Actual revenues for railcars subject to lease are recognized per the terms of the lease and are not based on the estimated backlog value. As of June 30, 2013, approximately 50% of the railcars in our backlog are expected to be delivered during 2013, of which 39% were for direct sale and 11% were for lease. The remaining 50% of the railcars in our backlog are scheduled to be delivered in 2014. As of December 31, 2012, our total backlog was approximately 7,060 railcars, of which approximately 5,250 railcars with an estimated market value of $662.8 million were orders for direct sale and approximately 1,810 railcars with an estimated market value of $227.0 million were orders for railcars that will be subject to lease.

Railcars for Sale. As of June 30, 2013, approximately 62% of the total number of railcars in our backlog were railcars for direct sale. Estimated market value of railcars for direct sale reflects the total revenues expected as if such backlog were converted to actual revenues at the end of the particular period. Railcars for direct sale to our affiliate, AEP, accounted for 27% of the total number of railcars in our backlog as of June 30, 2013.

Railcars for Lease. As of June 30, 2013, approximately 38% of the total number of railcars in our backlog were railcars for lease, subject to firm orders.

Customer orders may be subject to requests for delays in deliveries, inspection rights and other customary industry terms and conditions, which could prevent or delay railcars in our backlog from being shipped and converted into revenue. Historically, we have experienced little variation between the number of railcars ordered and the number of railcars actually delivered. As delivery dates could be extended on certain orders, we cannot guarantee that our reported railcar backlog will convert to revenue in any particular period, if at all, nor can we guarantee that the actual revenue from these orders will equal our reported estimated market value or that our future revenue efforts will be successful.

The reported backlog includes railcars relating to purchase or lease obligations based upon an assumed product mix consistent with past orders. Changes in product mix from what is assumed would affect the estimated market value of our backlog. Estimated market value reflects known price adjustments for material cost changes but does not reflect a projection of any future material price adjustments that are provided for in certain of our customer contracts.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2013, we had working capital of $169.9 million, including $93.6 million of cash and cash equivalents. As of June 30, 2013, we had $198.1 million of debt outstanding under our lease fleet financing.

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Outstanding and Available Debt

Senior unsecured notes

In February 2007, we issued the Notes in an outstanding principal amount of $275.0 million. In September 2012, we completed a voluntary partial early redemption of $100.0 million of the Notes at a rate of 101.875% of the principal amount, plus any accrued and unpaid interest. On March 1, 2013, we completed a voluntary early redemption of the remaining $175.0 million of Notes outstanding at a redemption rate of 100.0% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest.

Lease fleet financing

In December 2012, we completed a financing of our railcar lease fleet with availability of up to $199.8 million. This financing was done through our wholly-owned subsidiary, Longtrain Leasing I, LLC (Longtrain Leasing). This debt is an obligation of Longtrain Leasing that is generally non-recourse to ARI and is secured by a portfolio of railcars and operating leases. The financing consists of a senior secured delayed draw term loan facility that matures in February 2018.

In conjunction with this financing, Longtrain Leasing made an initial draw during December 2012 of $100.0 million, resulting in net proceeds of approximately $98.4 million. In February and May 2013, Longtrain Leasing made two additional draws, amounting to $99.8 million in the aggregate, fully utilizing the availability under the facility. These draws during 2013 resulted in net proceeds of $99.4 million. Principal and interest payments are due monthly and commenced on March 15, 2013. Principal payments are based on an annual rate of 3.33% of the borrowed amount, with any remaining balance payable on February 27, 2018. The terms of the lease fleet financing contain certain covenants, all of which we were in compliance with as of June 30, 2013.

The financing is secured by a first lien on substantially all assets of Longtrain Leasing, consisting of railcars, railcar leases, receivables and related assets, subject to limited exceptions and any borrowings under the financing are solely the obligations of Longtrain Leasing. ARI has, however, entered into agreements containing certain representations, undertakings, and indemnities customary for asset sellers and parent companies in transactions of this type, and ARI is obligated to make any selections of transfers of railcars, railcar leases, receivables and related assets to be conveyed to Longtrain Leasing in good faith and without any adverse selection, to cause ARL, as the manager, to maintain, lease, and re-lease Longtrain Leasing’s equipment no less favorably than similar portfolios serviced by ARL, and to repurchase or replace railcars that are reported as Eligible Units (as defined in the credit agreement) when they are not Eligible Units, subject to limitations on liability set forth in the credit agreement.

Cash Flows

The following table summarizes our change in cash and cash equivalents:



	Six Months Ended June 30,
	2013			2012			Change
	(in thousands)
Net cash provided by (used in):
Operating activities	$	54,591		$	61,401		$	(6,810	)
Investing activities	(77,919		)	(118,910		)	40,991
Financing activities	(88,013		)	—			(88,013		)
Effect of exchange rate changes on cash and cash equivalents	(119		)	(12		)	(107		)
Decrease in cash and cash equivalents	$	(111,460	)	$	(57,521	)	$	(53,939	)

Net Cash Provided by Operating Activities

Cash flows from operating activities are affected by several factors, including fluctuations in business volume, contract terms for billings and collections, the timing of collections on our accounts receivables, processing of payroll and associated taxes and payments to our suppliers.

Our net cash provided by operating activities for the six months ended June 30, 2013 was $54.6 million compared to $61.4 million for the same period in 2012. The decrease was primarily due to an increase in working capital in 2013 compared to 2012 that was driven by increased production rates at our tank railcar production facility. This was partially offset by an increase in earnings that was also due to the increased tank railcar production in 2013 compared to 2012.

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Net Cash Used In Investing Activities

Our net cash used in investing activities for the six months ended June 30, 2013 was $77.9 million compared to $118.9 million in the same period in 2012. The decrease was a result of lower capital expenditures for our lease fleet in 2013 compared to 2012 and the sale of short term investments during the first quarter of 2013 resulting in proceeds of $12.7 million, both partially offset by increased spending on capital projects.

Net Cash Used In Financing Activities

Our net cash used in financing activities for the six months ended June 30, 2013 was $88.0 million compared to zero in the same period in 2012. The cash used for financing activities in 2013 was a result of the voluntary early redemption of the remaining $175.0 million of principal on our Notes in March 2013, partially offset by a draw of $100.0 million under our Lease Fleet Financing Term Loan. Additionally, we paid dividends totaling $10.7 million during 2013.

Capital Expenditures

We continuously evaluate facility requirements based on our strategic plans, production requirements and market demand and may elect to change our level of capital investments in the future. These investments are all based on an analysis of the estimated rates of return and impact on our profitability. We continue to pursue opportunities to reduce our costs through continued vertical integration of component parts. From time to time, we may expand our business, domestically or abroad, by acquiring other businesses or pursuing other strategic growth opportunities including, without limitation, joint ventures.

Capital expenditures for the six months ended June 30, 2013 were $80.9 million for manufacturing railcars for lease to others and $10.9 million for capitalized projects that maintain equipment, improve efficiencies and reduce costs. Our current capital expenditure plans for the remainder of 2013 include projects that we expect will maintain equipment, improve efficiencies, reduce costs, expand our business, and add to our railcar lease fleet. We cannot assure that we will be able to complete any of our projects on a timely basis or within budget, if at all.

Future Liquidity

Given our strategic emphasis on growing our lease fleet and the capital required to manufacture railcars for lease for which we currently have firm orders, we expect that our longer term cash needs will require additional capital over and above our existing cash balance of $93.6 million plus anticipated cash flows from operations. Our anticipated cash flows from operations may be impacted by the number of railcar orders and shipments, our production rates, and the state of the credit markets and the overall economy. Our future liquidity may also be impacted by the number of new railcar orders for lease versus sale.

Our long-term liquidity is contingent upon future operating performance, Longtrain Leasing's ability to continue to meet its financial covenants under the lease fleet financing and any other indebtedness we may enter into, and the ability to repay or refinance its indebtedness as it becomes due. We may also require additional capital in the future to fund capital expenditures, acquisitions or other investments, including additions to our lease fleet. These capital requirements could be substantial. We cannot assure that we will be able to secure additional capital, on commercially reasonable terms, or at all. Failure to obtain additional capital on acceptable terms could constrain our ability to repay our indebtedness, expand our lease fleet as desired, operate our business and continue our other development and expansion projects. Any of these circumstances could have a material adverse effect on our business, financial condition and results of operations.

Other potential projects, including possible strategic transactions that could complement and expand our business units, will be evaluated to determine if the project or opportunity is right for us. We anticipate that any future expansion of our business will be financed through existing resources, cash flow from operations, term debt associated directly with that project or other new financing. We cannot guarantee that we will be able to meet existing financial covenants or obtain term debt or other new financing on favorable terms, if at all.

Contractual Obligations and Off-Balance Sheet Arrangements

The following table summarizes our contractual obligations as of June 30, 2013, and the effect that these obligations and commitments are expected to have on our liquidity and cash flow in future periods.

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	Payments due by Period
Contractual Obligations	Total		Remainder of 2013		2014-2015		2016-2017		2018 and beyond
	(in thousands)
Operating Lease Obligations ¹	$	11,633	$	807	$	3,299	$	2,194	$	5,333
Lease Fleet Financing ²	198,076		3,300		13,310		13,328		168,138
Interest Payments on Lease Fleet Financing ^{2, 3}	23,299		2,663		10,286		9,572		778
Pension and Postretirement Funding ⁴	6,264		529		2,297		2,138		1,300
Capital Project Related ⁵	5,385		2,724		2,661		—		—
Total	$	244,657	$	10,023	$	31,853	$	27,232	$	175,549


(1)	The operating lease commitment includes the future minimum rental payments required under non-cancelable operating leases for property and equipment leased by us.


(2)	See Note 11 of the consolidated financial statements for further detail regarding the Lease Fleet Financing.


(3)	The interest rate on the lease fleet facility is LIBOR plus 2.5% and is payable monthly. At June 30, 2013, one-month LIBOR was 0.20% and was used to project interest payments into the future.


(4)	Our pension funding commitments include minimum funding contributions required by law for our two funded pension plans as well as expected benefit payments for our one unfunded pension plan.


(5)	Represents the costs for materials and fees paid to third parties related to various capital projects.

We have excluded from the contractual obligations table above, our gross amount of unrecognized tax benefits of $1.4 million. While it is uncertain as to the amount, if any, of these unrecognized tax benefits that will be settled by means of a cash payment, we reasonably expect some change to this balance of up to $1.0 million to occur within the next twelve months.

In July 2007, we entered into an agreement with Axis to purchase new railcar axles. We do not have any minimum volume purchase requirements under this agreement.

Other than operating leases, we have no other off-balance sheet arrangements.

Contingencies

Refer to the updated status of contingencies and contractual obligations in Note 14 to the condensed consolidated financial statements. Our contingencies did not materially change from the information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.

CRITICAL ACCOUNTING POLICIES

The critical accounting policies and estimates used in the preparation of our financial statements that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this report are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K, for the year ended December 31, 2012.

There have been no material changes to the critical accounting policies or estimates that were included in our Annual Report on Form 10-K for the year ended December 31, 2012.

Recent accounting pronouncements

We have evaluated all the recent accounting pronouncements and believe that none of them will have a material effect on our financial statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risks since those disclosed in our Annual Report on Form 10-K, for the year ended December 31, 2012.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q (the Evaluation Date). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no other material changes with respect to legal proceedings as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in Item 1A of our Annual Report on Form 10-K, for the year ended December 31, 2012.

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ITEM 6. EXHIBITS



Exhibit No.		Description of Exhibit

10.1		2013 Management Incentive Plan (incorporated by reference to Exhibit 10.1 to ARI's current report on Form 8-K, filed with the SEC on July 11, 2013)

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		AMERICAN RAILCAR INDUSTRIES, INC.

Date:	August 5, 2013	By:	/s/ James Cowan
			James Cowan, President and Chief Executive Officer

		By:	/s/ Dale C. Davies
			Dale C. Davies, Senior Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX



Exhibit No.		Description of Exhibit

10.1		2013 Management Incentive Plan (incorporated by reference to Exhibit 10.1 to ARI's current report on Form 8-K, filed with the SEC on July 11, 2013)

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