Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
OVERVIEW
All of the financial information presented in this Item 2 has been adjusted to
reflect the restatement of our condensed consolidated financial statements for
the three months and nine months ended September 30, 2008. The restatement is
more fully described in Note 18 to the condensed consolidated financial
statements. You should read the following discussion in conjunction with our
condensed consolidated financial statements and related notes included elsewhere
in this quarterly report on Form 10-Q. This discussion contains forward-looking
statements that are based on management's current expectations, estimates and
projections about our business and operations. Our actual results may differ
materially from those currently anticipated and expressed in such
forward-looking statements. See "Cautionary Statement Regarding Forward-Looking
Statements."
We are the leading manufacturer of aluminum-bodied railcars and coal-carrying
railcars in North America, based on the number of railcars delivered over the
past decade. We also refurbish and rebuild railcars and sell forged, cast and
fabricated parts for the railcars we produce, as well as those manufactured by
others. Our primary customers are shippers, railroads and financial
institutions.
Our manufacturing facilities are located in Danville, Illinois and Roanoke,
Virginia. Each of our manufacturing facilities has the capability to manufacture
a variety of types of railcars, including aluminum-bodied and steel-bodied
railcars. In response to reduced industry demand for railcars over the
short-term, our Roanoke manufacturing facility ceased production of new railcars
in July 2009 but remains in operation for related activities with a limited work
force. We do not anticipate additional costs related to this reduction in force
and expect to resume production of new railcars at our Roanoke facility in the
future as industry demand improves.
There were no orders for new railcars in the third quarter of 2009, compared to
694 units ordered in the second quarter of 2009 and 2,329 units ordered in the
third quarter of 2008. Railcar deliveries totaled 695 units in the third quarter
of 2009, compared to 1,207 units delivered in the second quarter of 2009 and
3,082 units delivered in the third quarter of 2008. Total backlog of unfilled
orders was 777 units at September 30, 2009, compared to 1,472 units at June 30,
2009, and 2,620 units at December 31, 2008.
The market for new coal-carrying railcars continues to be very soft. Although
coal loadings have modestly improved in recent weeks, commodity loadings for
North American rails continue to be significantly reduced compared to 2008
levels. The number of railcars that are currently in storage continues to
increase, placing downward pressure on the demand for coal-carrying railcars.
Recession-driven reductions in demand for electricity, ample utility stockpiles,
natural gas substitution and lower coal production have also contributed to the
decline in coal activity. We anticipate that these economic factors will
continue to challenge the market for coal-carrying railcars in North America
throughout the remainder of 2009 and well into 2010.
The North American railcar market is highly cyclical and the trends in the
railcar industry are closely related to the overall level of economic activity.
We expect railroads and utilities to continue to upgrade their fleets of aging
steel-bodied coal-carrying railcars to lighter and more durable aluminum-bodied
coal-carrying railcars. Despite the decline in our backlog, we expect the demand
for coal cars to improve once the current recessionary pressures are behind us.
Roughly half of our nation's electrical power is generated from coal and there
are approximately 23 new power plants, representing around 14,600 megawatts of
coal-fired capacity, currently under construction. The U.S. Energy Information
Administration has projected continued growth in domestic coal consumption for
electric power generation through 2030. Factors such as these suggest that our
main products and services should be in demand for the foreseeable future.
However, future government policies and the potential of a long-term shift away
from coal, the primary fuel source for electric power generation, would mitigate
this demand.
During 2008, management, after a thorough evaluation of the Company's current
information technology systems and its future needs, determined to upgrade the
Company's existing information technology system to a fully integrated ERP
system to be provided by Oracle Corporation. The Company's new enterprise-wide
financial reporting system went live on August 1, 2009. In addition to the
implementation of the ERP system and in connection with the restatement of our
consolidated financial statements for the years ended December 31, 2008 and
2007, and our condensed consolidated financial statements for the three months
ended March 31, 2009 and 2008, there have been changes in our internal control
over financial reporting as more fully described in Item 4 of this quarterly
report on Form 10-Q.
Table of Contents
Restatement of Consolidated Financial Statements
On July 28, 2009, we announced that we had identified historical accounting
errors relating to accounts payable. The accounting errors resulted in the
understatement of cumulative net earnings from the fourth quarter of 2007
through the first quarter of 2009. We undertook a review to determine the total
amount of the errors and the accounting periods in which the errors occurred.
Our review determined that the errors were attributable to flaws in the design
of internal IT and accounting processes to account for receipt of certain goods
that were implemented in the fourth quarter of 2007. These flaws represented
material weaknesses in the Company's internal controls relating to changes in
information systems, inventory valuation and account reconciliations
Our review was overseen by the Audit Committee with the assistance of
management, and legal counsel, IT consultants and forensic accountants engaged
by management. After analyzing the size and timing of the errors, we determined
that, in aggregate, the errors were material and would require us to restate
certain of our previously issued financial statements. On September 16, 2009, we
filed an amended annual report on Form 10-K/A with the Securities and Exchange
Commission ("SEC") to restate our financial statements for the years ended
December 31, 2008 and 2007, and for the quarterly periods ended March 31, 2008,
June 30, 2008 and September 30, 2008. On that date, we also filed an amended
quarterly report on Form 10-Q/A with the SEC to restate our quarterly financial
statements for the period ended March 31, 2009. In addition, we have restated
our interim condensed consolidated statements of operations, statement of
stockholders' equity and statement of cash flows for the periods ended
September 30, 2008, as reported in this quarterly report on Form 10-Q.
The effects of the restatement on selected statement of operations line items
for the three and nine month periods ended September 30, 2008, are as follows: