Trinity Industries, Inc.
Q3 2016 Earnings Call Transcript

Published: 27 Oct 2016

[Operator:]

Good day, everyone, and welcome to today's program. Before we get started, let me remind you that today's conference call contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995 and includes statements as to estimates, expectations, intentions, and predictions of future financial performance. Statements that are not historical facts are forward-looking. Participants are directed to Trinity's Form 10-K and other SEC filings for a description of certain of the business issues and risk. A change in any of which could cause actual results or outcome to differ materially from those expressed in the forward-looking statements. It is now my pleasure to turn the program over to Ms. Gail Peck, Vice President of Finance and Treasurer.

[Gail M. Peck:]

Thank you, Tunisia. Good morning, everyone. Welcome to the Trinity Industries Third Quarter 2016 Results Conference Call. I'm Gail Peck, Vice President-Finance and Treasurer of Trinity. Thank you for joining us today. Similar to the format we have used on our recent earnings call, we will begin with an update on the Highway Products Litigation matter. We will then follow with our normal quarterly earnings conference call format. Today's speakers are Theis Rice, Senior Vice President and Chief Legal Officer; Tim Wallace, our Chairman, Chief Executive Officer, and President; Bill McWhirter, Senior Vice President and Group President of the Construction Products, Energy Equipment, and Inland Barge Groups; Steve Menzies, Senior Vice President and Group President of the Rail and Railcar Leasing Groups; and James Perry, our Senior Vice President and Chief Financial Officer. Following their comments, we will then move to the Q&A session. Mary Henderson, our Vice President and Chief Accounting Officer, is also in the room with us today. I will now turn the call over to Theis Rice.

[S. Theis Rice:]

Thank you, Gail, and good morning, everyone. The False Claims Act judgment entered against Trinity Industries and Trinity Highway Products in October 2014 currently on appeal to the U.S. District Court of Appeals is fully briefed. Oral arguments are scheduled for December 7, 2016 at sometime after which the court will issue its ruling. A year-and-a-half ago, in April 2015, Trinity Industries and Trinity Highway Products received a subpoena from the U.S. Department of Justice through the U.S. Attorney for the District of Massachusetts. The subpoena requested documents relating to the company's ET-2000 and ET-Plus guardrail in terminal products. The company has cooperated fully with the government's inquiry. This year, in August 2016, we received confirmation from the U.S. Attorney for the District of Massachusetts that it had closed this investigation without taking enforcement action. Trinity Industries and Trinity Highway Products have also been named in the number of other suits involving highway products that we believe were groundless, and it represent opportunistic filings that seek to capitalize on the False Claims Act judgment now on appeal. For a more detailed review of these suits, please see Note 18 of the financial statements in Trinity's Form 10-Q for the period ended September 30, 2016, which we expect to file today. Please also refer to etplusfax.com for additional information. I will now turn the call over to Tim.

[Timothy R. Wallace:]

Thank you, Theis, and good morning, everyone. Our third quarter operational results were in line with our expectations. Our people are doing a good job of confronting the challenges associated with today's business environment. The oversupply of railcars and barges in North American market, combined with generally weak industrial demand drivers continues to impact new order volumes in our railcar and barge manufacturing businesses. As we move into next year, we expect continued reductions in year-over-year production volumes and product mix changes in these businesses. The railcar and barge markets are currently highly competitive and difficult to predict. We are preparing for an extended downturn of these businesses. Our businesses are very experienced at operating in fluctuating markets. I'm confident in our ability to navigate through the various stages of the business cycle. During cyclical downturns, we strive to maintain a strong cash position and liquid balance sheet. Our investment in leased railcars has been an effective avenue for deploying capital. Short terms yields on leased railcars are attractive and our investment provides potential source of liquidity through our railcar investment platform and our credit facilities. The base earnings generated by railcars and our lease fleet is valuable during lower demand cycles. These earnings help offset this cyclical earnings generated by our manufacturing businesses. At these times we have no plans to sell any of our leased railcars through the end of this year. Throughout the years, we have invested significant amount of capital to enhance the capabilities and performance of our portfolio of businesses. Our vision, to be a premier diversified industrial company. We define premier as it relates to the level of quality we achieved in everything we do and the value we provide for our stakeholders. The key objective in support of our vision is strengthening our financial performance through the diversification of our portfolio. Given the cyclical nature of our primary businesses, we want to elevate our financial performance throughout the cycles. We use the phrase higher highs and higher lows to describe the financial results we're trying to accomplish throughout the business cycles. Trinity's portfolio of products aligns with the infrastructure-related needs throughout North America. During the past several years we have continued to invest in industrial manufacturing businesses that serve infrastructure related end markets adjacent to our existing manufacturing businesses. This includes our investments to establish a strong position within our construction aggregates business. We've also invested significant resources to grow and expand our railcar leasing services business. Both of these businesses fit well within our portfolio. They are currently providing a diversified earnings base as our cyclical manufacturing businesses are transitioning to lower levels of production. Trinity's portfolio of businesses today consist of a core group of market-leading industrial manufacturing companies, a large integrated railcar leasing and service businesses, as well as a leading regional provider of aggregates in the construction industry. Our businesses are working very well together and they generate a variety of internal synergies that help enhance each others' performance. During the up cycle, we made significant amount of progress enhancing our industrial manufacturing platform. One of our differentiating strengths is our operational flexibility. Our flexible platform allows our manufacturing businesses to quickly and cost effectively increase and decrease capacity as demand shifts for our products. We are always looking for potential opportunities to grow our company. We are targeting businesses that have products, services, technology and competencies that will enrich our portfolio. Interesting opportunities have historically surfaced during business downturns. Today, there is a lot of capital in the market looking for businesses to acquire. As a result, market valuations continue to be high. We are disciplined in our approach, and we'll continue to remain patient until we believe the timing is right. Overall, I'm pleased with our company's ability to successfully transition as market conditions shift. We strive to do our best in every market environment and constantly work at strengthening our company's competitive position. Our accomplishments are due to the capabilities and expertise of our dedicated employees, our ability to respond effectively to changes in the market demand, and our ongoing commitment to provide high-quality products and services to our customers. I will now turn it over to Bill for his comments.

[William A. McWhirter:]

Thank you, Tim, and good morning, everyone. Our barge business received $25 million in orders from the third quarter, as compared to $84 million in the same quarter last year. The existing supply of those dry and liquid barges continues to outpace demand. As a result, we are preparing for a prolonged downturn in new barge orders. Total backlog stands at $177 million providing roughly two quarters of visibility at the current revenue run rate. Our barge team is focused on securing orders for 2017 in an extremely competitive environment. During the third quarter, year-over-year revenue and profit declined due to lower volume of barge deliveries and changes in product mix. We recently announced the closure of a second facility which will be completed by year-end. This will leave two facilities operating. Based on our current backlog, we are planning for a significant decline in production in the first quarter of 2017. We are prepared to make adjustments to our footprint as necessary. The investments we have made in recent years to enhance the manufacturing flexibility of our facilities greatly improves our ability to respond quickly when demand increases. The financial performance of the Energy Equipment Group reflects the mixed demand conditions for the products offered by the group. The decline in revenue and profits year-over-year was primarily due to lower volumes in utility structures and gas and liquid products. During the second quarter, we announced the receipt of a $940 million wind tower order that delivers over a three-year period beginning in 2017. We also received a small order for wind towers during the third quarter. Continued growth in the wind tower industry is expected due to production tax credit and improved wind power productivity. It is likely that future orders for this business will be specific to wind farm announcements resulting in lumpy order trends. Trinity's manufacturing flexibility uniquely positions us to quickly adjust our wind tower production capacity to meet demand. I am pleased with the operational improvements our wind towers team has made in recent years stemming from our lean manufacturing initiatives. Turning to our utility structures business, we saw further evidence during the third quarter of a slight uptick in demand, a rise in smaller orders has extended product lead times. We see opportunities for replacement projects as several utilities are preparing maintenance plans focused on increasing the reliability of the aging power grid. Our team has done a nice job optimizing our manufacturing footprint and rightsizing administrative cost to position the business for better performance in 2017. During the seasonally strong third quarter, the Construction Products Group performed well, achieving record operating profit primarily due to the performance of our construction aggregates business. Demand for construction aggregates is strong, primarily due to infrastructure related work and population growth within our primary markets in the Southwestern United States. During the second quarter, we expanded our aggregate reserve positions with a strategic land acquisition, an investment that represents $25 million of Trinity's consolidated manufacturing capital expenditures year-to-date. This new reserve position will be operational in mid-2017 and will serve a major metropolitan market in Texas for an extended period of years. Since 2012, sales on our aggregate business have roughly tripled to over $200 million annually. We continue to look for opportunities to expand the market positions of these businesses, which we consider to be a valuable long-term asset with important diversification benefits for Trinity. In our Highway Products business, we anticipate an improvement in market demand during the next few years as projects get underway following the approval of the Federal Highway Bill. State-level initiatives coupled with the Federal Highway Bill are driving commitments to longer term highway projects. In closing, our business is responding effectively to mixed demand conditions and benefiting from the synergies within Trinity's portfolio of businesses. Our positive long-term outlook for infrastructure investment in North America underscores the value of the investments we have made in these businesses. And now, I'll turn the presentation over to Steve.

[D. Stephen Menzies:]

Thank you, Bill, and good morning. Trinity Rail's operating performance for the third quarter was in line with our expectations while facing growing challenges from weak market dynamics in the North American rail industry. The Rail Group delivered 6,595 railcars during the quarter and achieved a 14.4% operating margin, primarily as a result of improved productivity and efficiencies following major product line changeovers in the previous quarter. The Leasing Group continued to expand the lease fleet adding 2,230 railcars to our wholly-owned portfolio including approximately 1,900 new-built railcars. Weak railcar loadings, a large overhang of idle North American railcars, and excess railcar industry manufacturing capacity continued to negatively impact new railcar orders and pressure lease rates. During the third quarter, the Rail Group received orders for 1,260 railcars from industrial shippers and railroads. The orders represented a diverse mix of railcars serving a broad range of industries. Current railcar order inquiries are weak, consistent with the last few quarters. It's too early to indicate a market turnaround or bottom but demand conditions seem to have stabilized at current low levels. It is unlikely that a railcar market recovery will occur until railcar loadings demonstrate consistent improvement and the overhang of surplus railcars is reduced. Our order backlog at the end of the third quarter was approximately 34,870 railcars, valued at $3.7 billion. Current railcar industry fundamentals have led to customer requests for delivery deferrals in specific markets. In certain cases, we have provided accommodating solutions, receiving consideration in return. Open production slots from order deferrals can present opportunities to offer customers in other markets available delivery slots to meet their current needs. However, deferrals have impacted our planned production schedule to some degree for 2017. At the end of the third quarter, both 2017 and 2018 each account for approximately 30% of our backlog with the remainder scheduled in future years. The production schedule for the fourth quarter 2016 is fully reflected in the backlog. The Rail Group has responded well to very challenging production schedules. During the third quarter, the Rail Group delivered 6,595 railcars, a 9% increase from the second quarter with an improvement in our operating margin to 14.4%. As expected, our operating and financial performance improved quarter-over-quarter as the product mix within our production plants stabilized following a major product mix conversion the preceding quarter. Our unit deliveries are expected to increase sequentially to approximately 7,200 railcars in the fourth quarter, as we deliver the remainder of the railcars in our backlog scheduled for 2016. However, our projected operating margins for the fourth quarter 2016 and first half 2017 are expected to be negatively impacted by weak prices on orders received in 2016 and costs associated with aligning our manufacturing footprint to a lower level of deliveries anticipated in 2017. For 2016, we are maintaining our approximately 27,000 annual railcar delivery guidance. Our sales team is focused on securing orders for 2017 production to maximize production continuity and enhance productivity. At this time, however, we expect a significant decrease in production as we move into 2017. Based on our current backlog and the level of order inquiries, we expect first half 2017 deliveries to be approximately 7,000 to 8,000 railcars. If order levels improve, we have the ability to increase our production rate to meet demand. As indicated on our last call, we have worked with our frac sand customers to defer deliveries of small cubed covered hoppers in our backlog to later dates. Our backlog of small cubed covered hoppers to serve the frac sand market is approximately 8,000 railcars. Our 2017 production plan includes approximately 850 railcars for frac sand service. We have recently confirmed delivery of these orders with those customers. Beyond 2017, the remaining railcars for frac sand service in our backlog include approximately 3,700 railcars in 2018, and the remainder spread evenly between 2019 and 2021. We continue to monitor this market very closely. The significant scale and diversification of our lease fleet provides a base of earnings and cash flow when manufacturing profits are declining. During the third quarter, we added 2,230 railcars to our wholly-owned portfolio, including a small portfolio acquisition in the secondary market, bringing our total owned and managed lease railcar fleet to approximately 102,000 railcars. The railcar leasing backlog was $1 billion at the end of the quarter. Sales of leased railcars from our wholly-owned portfolio to institutional investors through our RIV platform are an important component of our long-term leasing strategy. We continue to balance and evaluate the economic returns generated by selling leased railcars to our RIV platform, versus maintaining the leased railcars in our wholly-owned portfolio in the current market. At this time, our expectation is that we will not complete a sale in the fourth quarter from our own fleet. Keeping these railcars in our lease portfolio provides valuable earnings, cash flow, and solid returns. Profit from operations from the Leasing Group was relatively stable year-over-year. On a sequential basis, however, third quarter profit from operations improved on lower revenues primarily as a result of lower operating expenses. Lease fleet utilization for our wholly-owned and partially-owned portfolio improved sequentially to 97.1% at the end of the third quarter. We continue to focus on maintaining high fleet utilization and keeping lease renewal terms comparably short as we anticipate the opportunity to reprice assets in a more favorable future market environment. The effect of the overhang of existing railcars in the marketplace and weak railcar loadings continues to place pressure on renewals and lease rates. In summary, Trinity Rail is well prepared to execute in the current market environment. We remain focused on aligning manufacturing capacity with market demand, employing disciplined cost control measures, and maintaining lease fleet utilization. I am confident we can effectively adapt to rapidly changing market conditions due to our operating and financial flexibility and leading market position. The investments we have made on our facilities, manufacturing processes, fleet maintenance capabilities, and lease fleet position us toward elevating Trinity Rail's performance throughout the entire business cycle. I will now turn it over to James for his remarks.

[James E. Perry:]

Thank you, Steve, and good morning, everyone. Yesterday, we announced our results for the third quarter of 2016. For the quarter, the company reported revenues of more than $1.1 billion and earnings per share of $0.55 compared to revenues of more than $1.5 billion and EPS of $1.31 for the same period last year. Our results for the quarter were in line with our expectations and continue to reflect the year-over-year substantial volume reductions in our rail and barge manufacturing businesses, changes in product mix and ongoing weakness in the oil and gas related markets. Our performance this quarter was favorably impacted by strong results in our Construction Products Group, our wind towers business, and our Leasing and Management Services operations. In the third quarter, we did not sell any portfolios of leased railcars. As we've said throughout the year, we are continuously balancing the long-term returns generated by retaining leased railcars in our wholly-owned fleet compared to the returns achievable for portfolio sales. The yield our leased railcars generate while in our fleet are especially beneficial during down cycles in the industrial economy. During the third quarter, we invested in new railcars for our wholly-owned lease portfolio with a value of $207 million, bringing our year-to-date total to $742 million. We expect the full year value of new additions to our wholly-owned fleet to total approximately $1 billion with a cash investment of approximately $845 million. During the third quarter, we invested $21 million in capital expenditures across our manufacturing businesses and at the corporate level. We expect full year manufacturing capital expenditures in the range of $120 million to $140 million to support maintenance initiatives and growth investments. This range is somewhat lower than our previous projection. Included in our capital expenditures this year is the $25 million land purchase in our construction aggregates business earlier this year that Bill mentioned in his remarks. We did not repurchase any shares of our common stock during the quarter and have repurchased $35 million year-to-date. We have $215 million of available authorization through the end of 2017. Our balance sheet is very strong with a high level of liquidity. At the end of the third quarter, cash, cash equivalents and short-term marketable securities totaled $843 million, essentially offsetting the recourse debt on our balance sheet. As a reminder, we have $450 million convertible debt instrument with a put option by the debt holders in June of 2018 and that is callable by the company thereafter. There's also a deferred tax liability associated with this debt that is payable upon the debt retirement. The amount of this tax payment is dependent on the settlement value. At quarter-end, we owned $2.2 billion of unencumbered railcars, bringing the loan-to-value on our wholly-owned lease fleet to 25%. This is comparatively low for a standalone leasing business but provides us a very high level of financial flexibility, a key asset in the current economic environment. Available committee credit capacity under our $600 million corporate revolver and our $1 billion leasing warehouse facility totaled $1.3 billion at quarter end. Combined with cash instruments, our available liquidity position was approximately $2.1 billion. Our overall earnings guidance for 2016 is now $2.10 to $2.20, which implies fourth quarter earnings of approximately $0.30 to $0.40. Our previous 2016 guidance was $2 to $2.30. Our fourth quarter guidance does not include the sale of any of our leased railcars as we do not expect any such transactions. Our fourth quarter EPS guidance includes the following corporate level assumptions

[Operator:]

Thank you. We'll go ahead and take our first question from Matt Elkott with Cowen and Company. Please go ahead. Your line is open.

[Matt Elkott:]

Good morning. Thank you for taking my question, guys. I want to start with a question about orders. The 1,260 you received in the quarter is the lowest level you've had in many years, certainly in the last five years or so. I know orders can be lumpy, but how much lower do you think we have to go before we reach an order level that's necessary to meet replacement demand and basic new demand in a few markets where there is still some primary demand?

[D. Stephen Menzies:]

Yeah. Matt, this is Steve. As we've said many times, order levels are somewhat lumpy, particularly when you're dealing with low volume, so one order can really skew order levels. But suffice it to say, industry order levels that we're at right now, these are very, very low levels. And I don't see those changing anytime in the near future given the inquiries that we're seeing. As far as replacement demand, I think those things are lumpy as well. And I would say that a number of the orders that are currently being placed are indeed to replace some aging equipment and buyers taking advantage of weaker market conditions.

[Matt Elkott:]

Got it. But would it be safe to say that we've reached a – if we annualize this number, can it get worse from here or is there enough you think replacement demand to support at least this current level?

[D. Stephen Menzies:]

Well, things can always get worse if you look at what the industry has done on a long-term historic basis, but again we've been pretty consistent the last few quarters at these order levels, and it feels like we've at least plateaued at this level for the time being.

[Matt Elkott:]

Got it. And, Steve, I'm sorry, if I missed it, but did you say what percentage of your current backlog right now you would say is you guys are in talks with customers about deferrals, cancelations, or conversion?

[D. Stephen Menzies:]

Yeah. Our backlog, as we've stated today, reflects any and all of those conversations to-date, and we'll certainly work with our customers as best we can as we look at orders and make our production plans.

[Matt Elkott:]

Okay. But you didn't say what percentage of the backlog. Is it all the backlog or is it half the backlog?

[D. Stephen Menzies:]

Yeah. I didn't really give a percentage on what ones we're in conversations with, but just really reflecting what we have done thus far.

[Matt Elkott:]

Got it. And just one last quick one. I know you guys gave guidance for the first half only, but given the industry contraction we're in, can we assume that the cadence of the full-year 2017 revenue and earnings results, excluding the sales of leased railcars, would kind of mirror the downward direction in the industry?

[James E. Perry:]

Matt, this is James. I think given the uncertainty in some of our businesses and the visibility we have here in October looking to next year, we've only given first-half guidance. We'll give full-year guidance in the fourth quarter and wouldn't make any assumptions for the back half at this time.

[Matt Elkott:]

Great. Thank you, guys, very much.

[Operator:]

Thank you. And we'll go ahead and take our next question from Allison Poliniak with Wells Fargo. Please go ahead. Your line is open.

[Allison A. Poliniak-Cusic:]

Hi, guys. Good morning.

[D. Stephen Menzies:]

Good morning.

[Allison A. Poliniak-Cusic:]

Could you help us maybe understand – I understand you're doing the capacity drawdowns. It looks like barge is happening in Q4. What impact that's having to the margins? I'm assuming rails starts in the first half of next year. Try to put that in perspective for us.

[James E. Perry:]

Allison, this is James. I think speaking across the board, when we look at competitive pricing as well as some of the reductions we had in footprint and the costs associated with that and the burden that we carry at some of those facilities which we certainly look to minimize, you had headwind in margins. Steve certainly alluded to that. We're already seeing that in the barge business. We've not provided specific guidance for those businesses in the first half, but clearly, as you know, in the past as we go into down cycles, you see those type of headwinds. And we'll be able to give a little more detail when we provide the fourth quarter earnings and as we look deeper into 2017.

[Allison A. Poliniak-Cusic:]

Okay. So rail isn't really starting until the first half. So it's not a Q4 impact at this point?

[James E. Perry:]

Yeah. We gave the number for Q4 about 13% and that's mix as much as anything. And the year in total is 14.5%. And so you'll see the step down in volume from the 7,200 in Q4 down to the 7,000, 8,000 in the first half, that's when you'll see those type of impacts, Allison.

[Allison A. Poliniak-Cusic:]

Okay. And then on Construction Products, I think this is a second quarter in a row that you've brought down your revenue expectations for that. What's driving that differential for you guys?

[William A. McWhirter:]

Yeah, Allison. This is Bill. On Construction Products, it primarily relates to our Highway Products business. And as we talked about over several calls, we work to rationalize that footprint. And frankly, in rationalizing that footprint, that's put us in a position where some markets, some geographies were just not as competitive. And so we're probably moving less product, but we're having better overall economic results for the business.

[Allison A. Poliniak-Cusic:]

Great. Thanks, guys.

[Timothy R. Wallace:]

Thank you.

[Operator:]

Thank you. And our next question comes from Gordon Johnson with Axiom Capital Management. Please go ahead. Your line is open.

[Gordon Johnson:]

Hey, guys. Thanks for taking the question.

[Timothy R. Wallace:]

Good morning.

[Gordon Johnson:]

Good morning. I guess, I just wanted to get your insights into, I guess, the second half. This question was I think asked before. But what factors should we look for to gauge I guess expectations on how things are going to trend in the second half? Or what factors are you looking at with respect to how things are going to trend in the second half?

[James E. Perry:]

Gordon, this is James. Good morning, again. I think as we look at second half of 2017 and beyond, it really looks at the overall economic environment. We don't, at this time, assume that things are going to improve. We're planning for an extended slowdown, as we mentioned earlier, looking at the appropriate footprint reductions as well as overall cost reductions in our businesses. As we look at the general indicator, as we look at what's in the backlog and when we plan to deliver those types of products, take into account the unsold production slots, but certainly as we look at order volumes across the portfolio of business that we have, that gives us more insight into 2017. We certainly have backlog for several of our businesses; others have less backlog. So we're used to managing the cyclical downturns, but we'll be, as you are, watching very carefully those indicators and having the direct customer conversations. Steve, do you want to add to that?

[D. Stephen Menzies:]

Yeah. Sure. Gordon, the other thing I would suggest is public information about the storage of idle equipment in the North American rail fleet. And we certainly watch that number as potential – a leading indicator for improved demand as those numbers might decrease.

[Gordon Johnson:]

Okay. That's helpful. And then, as you guys are aware, there's been some speculation that there could potentially be large share repurchase announced on some of the assets you guys have. Is that something that you guys are considering?

[D. Stephen Menzies:]

Gordon, I'm not sure I follow the question. I'm sorry.

[Gordon Johnson:]

Okay. There was some speculation in the market that there was potentially going to be a large share repurchase from you guys backed by the assets you have. Is that something that you're considering?

[D. Stephen Menzies:]

Share repurchase is part of our overall strategy. We've done some this year. We certainly have authorization, but we've never guided to or provided any insight into future plans for share repurchase.

[Gordon Johnson:]

Okay. Thanks for the questions, guys.

[Operator:]

Thank you. And we'll go ahead and take our next question from Justin Long with Stephens. Please go ahead. Your line is open.

[Justin Long:]

Thanks, and good morning. So looking at the prior down-cycles, you've historically tended to see a decline in market share for new railcar orders and deliveries. I was just curious, looking out to the next down-cycle, do you anticipate that dynamic to change? And if not, what's the best way to think about your market share in a below replacement demand environment?

[D. Stephen Menzies:]

Justin, this is Steve. As we've talked a number of times on this call, clearly, market share numbers really are not our focus in pursuing orders. We really want to pursue orders that extend production lines, allow us to improve our efficiencies and productivity, and give us give good solid returns. There's transaction in the marketplace where pricing becomes very weak and doesn't meet our return requirements. So, we do take the opportunity to be selective to see how it fits our overall plans. So, I think, competitive market share can get skewed quarter-to-quarter, and perhaps we'll evaluate on a longer-term basis to see how we're positioned in the market.

[Justin Long:]

Okay. And, secondly, I wanted to ask about your longer-term view on the inland barge cycle. You gave some commentary about that market, and obviously, we're seeing some pressure right now, but do you have any opinion on when we could see this market start to show some signs of life? Is that a year away, two years away, something longer than that?

[William A. McWhirter:]

Hey, Justin, this is Bill. I think it's important for us to realize we're dealing with two markets, a liquid market and a dry market. The primary driver to the overhang on the liquid market was the substantial build over the past three or four years of 30,000-barrel barges for oil movements. During that period of time, we had obviously a strong decline in price of oil as well as we had many pipelines come on board. So that overhang and I know others have said is somewhere around 15% of the barges. That's going to take some time to work off absent a catalyst to cause usage of those barges. I'm not sure what the catalyst would be. On the dry side, really what you're seeing coupled with a strong U.S. dollar, weaker exports, and then, the decline in the use of coal, and the coal barges moving over to agricultural use, so kind of more of a balancing of the fleet, which I would tend to think would be a shorter-term issue, not willing to put a bracket around it one year, two years or so, but feels like a shorter-term issue.

[Justin Long:]

Okay. Great. That's helpful color. And lastly, and kind of alluding to one of the earlier questions, there has been some discussion about your ability to lever up the lease fleet given your loan-to-value is fairly low, and I think you referenced that. Can you talk about the likelihood of that occurring as you weigh the benefits of having additional capital that you can put to work, whether it's through buybacks or acquisitions versus having the benefits of unencumbered railcars that you can sell?

[James E. Perry:]

Justin, this is James. I think I'd look at that two ways. We clearly – and I mentioned it in my remarks – know that there's available liquidity in our wholly-owned lease fleet. And that gives us a lot of financial flexibility and nice benefits that allows us to, to your point, use leverage through credit facilities, committed facilities or the asset-backed market as Tim mentioned, as well as selling into the RIV portfolio or in the secondary market, as Steve mentioned. So keeping that unencumbered fleet right now is producing very nice yields for us without having the interest expense of leverage, gives us a nice financial flexibility opportunity. Secondly, I'd say that as we've always said we're prudent with our capital investments. We have a lot of capital available to us right now through liquidity and other access to capital markets. We review the sources and needs within our businesses and we continue to invest in our businesses, invest in our lease fleet itself. When you look at our investments in the lease fleet, our CapEx and return to shareholders is nearly $1 billion that we've invested through these things over the last 12 months or so. And we're opportunistic in balancing short-term value creation with looking at bigger opportunities. And as we've talked about the last few calls, we're looking at external opportunities, but we want to be sure the valuations are there and certainly that they make long-term strategic sense for us if we were to undertake, to your point, leverage or use of our capital.

[Justin Long:]

Okay. That's helpful. I'll leave it at that. Appreciate the time.

[James E. Perry:]

Thank you.

[Operator:]

Thank you. And we'll go ahead and take our next question from Bascome Majors with Susquehanna. Please go ahead. Your line is open.

[Bascome Majors:]

Yes. Good morning. I was curious about the decision to pull back on sales of leased railcars last quarter and seemingly into the fourth quarter before restarting that in 2017. Is this just a judgment that the returns of holding those cars are better than the returns of selling them at today's prices? Are you potentially looking at losses on some of these if you sell today? Just help us think about why not for this six months and why you might restart in 2017?

[James E. Perry:]

So, Bascome, I'll start and Steve can tack on. We look at our portfolio on a broad basis. There's a lot of individual markets. There's been several transactions in the last few months that you've seen and heard about in the secondary market. These have been at nice margins, rather concentrated in certain market areas, and have been small- to mid-sized type transactions. Many of the sales that we've completed recently are larger in size, and so when we look at managing our portfolio and the opportunity to sell those cars, it's very different than the type of concentrated portfolios that you've seen in the market. And we continue to look at the diversification of our fleet, the earnings these assets provide, and it's really kind of a quarter-by-quarter decision and looking at the long-term strategic value of selling those cars into the market or to our RIV partners versus keeping those within our fleet.

[Bascome Majors:]

Understood. And you've had a couple of questions on your balance sheet flexibility and capital deployment strategy. Is this somewhere where you can or potentially would consider becoming more aggressive once you get past whatever decision is handed down from an appeals court hopefully early next year?

[James E. Perry:]

Yeah. I think, Bascome, we fall back to the same comments that I made a few minutes ago and we've made in prior quarters, we certainly have a very strong liquid balance sheet. And for us, that comes down to finding the right opportunities. We wouldn't peg it to specific things necessarily. We're always rather prudent with our capital and had been in cycles. And we've historically come out of down cycles stronger having made investments in the company both internally and externally.

[Bascome Majors:]

So, just to put a finer point to that, are you saying that it's perhaps a lack of attractive options or attractive valuations more so than a potential call on that capital over the next three to six months?

[Timothy R. Wallace:]

Bascome, this is Tim. I stated in my call – comments that during cyclical downturns, we really strive to maintain a strong cash balance sheet and a liquid balance sheet. I'm in my 42nd year with the company, and we've been through a number of different cyclical downturns, and it just makes prudent sense when you're in the middle of a market like we're in and we're preparing for something that could be longer term that we be very cautious and prudent in our use of our capital. And so we've had numerous conversations at the board level and within our company, and we feel like the investment of our capital in the railcars, the way we have – given us a really decent yield right now and is providing earnings for us as well. And we're also freeing up working capital as our business comes down. So, we're not starved for capital. And when you're selling assets out of your leasing company, you're generating more capital on top of that. And so we're going to conservatively manage our capital until we get a little better reading on how long this downturn is going to take.

[Bascome Majors:]

Thank you for sharing those thoughts there. Just one last one. It probably makes sense for Tim here, for three months now, you've had an activist shareholder as your largest shareholder. You went out and commissioned a survey of sell-side analysts and buy-side investors a month or six weeks ago to kind of canvass perceptions on the company and your strategy. I'm just curious going forward, what have you learned from engaging with that shareholder and speaking or whatever results you got from that survey? Will there be any change to either your strategy or maybe even just your communication of that strategy going forward? Thank you.

[Timothy R. Wallace:]

Well, we learn a lot when we listen to our shareholders as well as our customers, and we tend to survey our customers and our shareholders on an annualized-type basis. And we then take that information in and we incorporate it into our internal discussions. And we meet with our investors on an ongoing basis and discuss the public information that we have out there in the marketplace and then we listen to their feedback. And at this time, it's all been incorporated into our long-term planning that we have for next year and the following year. But like I said, when we're in a market cycle like we're in, that as unpredictable as it is, and our business orders have fallen off as drastically as they can, then we know how to operate real well in that type of market and we're going to be cautious in the big moves that we make, unless there's something that comes on the horizon that's very opportunistic because we have made large acquisitions during down cycles and been very successful at acquiring companies. In Bill's comment and James' comment, they mentioned some aggregate reserves that we purchased earlier this year that was a really good investment, and we've been very successful in that business and acquiring reserves that could go on for several years. And we like that type of business because it's like having money in the bank except it's in the ground. And so, we will be looking at a lot of different alternatives.

[Bascome Majors:]

Thank you for the time this morning.

[Timothy R. Wallace:]

Sure.

[Operator:]

Thank you. And we'll go ahead and take our next question from Matt Brooklier with Longbow Research. Please go ahead. Your line is open.

[Matt S. Brooklier:]

Yeah. Thanks. Good morning. Steve, did you talk to the cadence of railcar deliveries in the first half, the 7,000 to 8,000 cars? Roughly, how are those going to deliver over the two respective quarters?

[D. Stephen Menzies:]

No. I did not, Matt. And again right now, we're just putting a fence post in the ground between 7,000 and 8,000 cars for the entire first half.

[Matt S. Brooklier:]

Okay. And then, just moving over to your wind tower business. You mentioned that you guys received an additional order during third quarter. Could you talk to the size of that order?

[D. Stephen Menzies:]

Yeah. You're going to see the backlog in the Q and backlog sits right at $1 billion in the queue. So, the order was small, kind of to the $25 million range.

[Matt S. Brooklier:]

Okay. And then, could you just remind us the $940 million order that you received in May expected to start working on that in 2017. What's the timing of that? Just trying to figure out if it's included in the first half guidance.

[D. Stephen Menzies:]

It's a three-year project beginning in January of 2017.

[Matt S. Brooklier:]

Okay. Very good. Appreciate the time.

[Operator:]

Thank you. And we'll go ahead and take our next question from Steve Barger with KeyBanc Capital Markets. Please go ahead. Your line is open.

[Steve Barger:]

Hi. Good morning.

[James E. Perry:]

Good morning.

[Steve Barger:]

Thinking about the one-half 2017 outlook you provided, can you tell us what you factored in for revenue and operating profit eliminations?

[James E. Perry:]

We don't have that level of detail that we've offered yet, Steve. When you look at the 7,000 to 8,000 railcars as Steve's talked about and you see the backlog we have in leasing, it's not too far off from what we've been doing in the past in terms of a pro rata-type level. But we've not provided that detail yet.

[Steve Barger:]

But, well, I guess, you would expect to add cars to the leased fleet in the first half or it's too early to say?

[James E. Perry:]

Yes, we do plan to add lease cars in the first half of the year.

[Steve Barger:]

And you said you expect to sell leased railcars in 2017. Do you have a target for deal size or EPS contribution for that next year?

[James E. Perry:]

Steve, we don't at the time. As we've said, we really work with the institutional investors in our RIV platform and our own needs and desires in terms of looking at the diversification of our fleet. So, we didn't include that because it is difficult to predict the timing and levels here as we sit in October, but we do have plans to continue that process into 2017.

[Steve Barger:]

Well, I guess I'll try it this way. Would you expect – I mean, the last couple of years, it's been a fairly material contributor. Would you expect that it would be material in 2017 or smaller?

[James E. Perry:]

Yeah, Steve, I think it's too early to give a sense of what that looks like yet, and that's why we tried to just focus on the operational side. In February as we provide our fourth quarter numbers and give more insight into 2017, then we will provide more detail there.

[Steve Barger:]

Okay. And just one more then. To the comment about looking for acquisitions in downturns, you in the past have talked about being focused on big metal products, infrastructure end markets for acquisitions. But have you considered anything more service oriented outside of leasing to further diversify or mitigate cyclicality?

[Timothy R. Wallace:]

Yes. This is Tim. We always look at service, technology, competencies that we could acquire from various companies that would enhance our business – our manufacturing platform, our leasing company and/or opportunities in the construction aggregates area.

[Steve Barger:]

Okay. Thanks.

[James E. Perry:]

Thanks, Steve.

[Operator:]

Thank you. And we'll go ahead and take our next question from Kristine Kubacki with CLSA. Please go ahead. Your line is open.

[Kristine Kubacki:]

Good morning. Just a quick question on the utilization of the lease fleet. Obviously, it ticked up. I guess, traffic's gotten a little bit better. But can you give us a little color and your thoughts about kind of long term or trends into 2017 with the utilization? I understand you're kind of going short on duration. And then given the fact that there's still so much surplus of equipment sitting out there, just your thoughts on where utilization goes next year.

[D. Stephen Menzies:]

Kristine, this is Steve. As we've talked about, expirations are fairly well spread out over the forthcoming years. We don't have anything unusual from a lease expiration standpoint in 2017. We're going to work very hard to keep those cars on lease. Because of the overhang of equipment and weak demand conditions, there's going to be a lot of pressure on those lease rates. So, that is why you look to stay short and hope to execute renewals at probably lower lease rates. Keep in mind that some of the railcars that will be coming off of our leases are leases that we entered into at the peak of the market with very high lease rates. So, the comparison from the incumbent lease rate to the new lease rate will probably be fairly different. We were successful not only with our renewals during the quarter, but we're also successful in putting some other cars that were in storage back into service which helped improve our lease fleet utilization.

[Kristine Kubacki:]

Perfect. Thank you very much.

[Operator:]

Thank you. And it does appear we have no further questions at this time. I will now hand the program back over to your speakers for any additional or closing remarks.

[Gail M. Peck:]

Thank you. That concludes today's conference call. A replay of this call will be available after 1

[Operator:]

And that does conclude today's program. We'd like to thank you for your participation. Have a wonderful day. And you may disconnect at anytime.