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Variable Interest Entities
9 Months Ended
May 31, 2013
Variable Interest Entities

Note 17 – Variable Interest Entities

March 2012 Agreement

In March 2012, the Company formed a special purpose entity that purchased a 1% interest in three trusts (the “Trusts”) which are 99% owned by a third party. As of May 31, 2013, the Company has completed the sale of all 1,163 railcars to the Trusts for an aggregate value of $99.6 million. 743 railcars were sold in May 2012 with an aggregate value of $61.1 million, 200 railcars were sold in November 2012 with an aggregate value of $15.9 million and 220 railcars were sold in February 2013 with an aggregate value of $22.6 million.

Gains and losses are allocated between the Company and the third party equal to their respective ownership interest in the Trusts, with the exception that the Company may be entitled to receive a small portion of excess rent if the actual performance of the Trusts exceeds a target rate of return.

The Company contributed $6.9 million of cash collateral into restricted cash accounts to support the railcar portfolio meeting a target minimum rate of return. If the actual return is less than the target return, the third party may withdraw amounts in the restricted cash accounts at certain intervals based on predetermined criteria. This obligation expires in March 2033. This $6.9 million, which is held in restricted cash, was recorded as a reduction in revenue on the sale of 1,020 new railcars and a reduction in gain on sale on the sale of the 143 used railcars with a credit to deferred revenue.

In connection with this transaction, the Company entered into an agreement to provide administrative and remarketing services to the Trusts. The agreement is currently set to expire in March 2033. The Company also entered into an agreement to provide maintenance services to the Trusts during the initial lease term of the railcars. The Company will receive management and maintenance fees under each of the aforementioned agreements.

The Company has evaluated this relationship under ASC 810-10 and has concluded that the Trusts qualify as variable interest entities and that the Company is not the primary beneficiary. The Company will not consolidate the Trusts and will account for the investments under the equity method of accounting.

As of May 31, 2013, the carrying amount of the Company’s investment in the Trust is $1.0 million which is recorded in Intangibles and Other Assets, net on the Consolidated Balance Sheets.

May 2013 Agreement

In May 2013, the Company formed a special purpose entity that purchased an 8% interest in a joint venture special purpose entity (“Joint Venture”) which is 92% owned by a third party. The Company agreed to sell 98 railcars manufactured by the Company and subject to operating leases, for $7.9 million to the Joint Venture.

Gains and losses will be allocated between the Company and the third party equal to their respective ownership interest in the Joint Venture.

In connection with this transaction, the Company entered into an agreement to provide administrative and remarketing services to the Joint Venture and will earn a management fee for these services. The agreement is currently set to expire in May 2033.

The Company has evaluated this relationship under ASC 810-10 and has concluded that the Joint Venture qualifies as a variable interest entity and that the Company is not the primary beneficiary. The Company will not consolidate the Joint Venture and will account for the investment under the equity method of accounting. The Company will eliminate 8% of the revenue and margin on railcars that were manufactured by the Company and sold to the Joint Venture.

As of May 31, 2013, the carrying amount of the Company’s investment in the Joint Venture is $0.6 million which is recorded in Intangibles and Other Assets, net on the Consolidated Balance Sheets.