-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EF7NvsgcIZDpgqS4feSMl6GhG1v++6q8WjOMhZIufW19SQ67X2ZgGVRdoRSVcYtD CsTOhO2s6kV+lEAxFUcH6w== /in/edgar/work/20000808/0000950134-00-006423/0000950134-00-006423.txt : 20000921 0000950134-00-006423.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950134-00-006423 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRINITY INDUSTRIES INC CENTRAL INDEX KEY: 0000099780 STANDARD INDUSTRIAL CLASSIFICATION: [3743 ] IRS NUMBER: 750225040 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-06903 FILM NUMBER: 687900 BUSINESS ADDRESS: STREET 1: 2525 STEMMONS FREEWAY CITY: DALLAS STATE: TX ZIP: 75207-2401 BUSINESS PHONE: 2146314420 FORMER COMPANY: FORMER CONFORMED NAME: TRINITY STEEL CO INC DATE OF NAME CHANGE: 19720407 10-Q 1 e10-q.txt FORM 10-Q FOR QUARTER ENDED JUNE 30, 2000 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- -------------- Commission file number 1-6903 TRINITY INDUSTRIES, INC. (Exact name of Company as specified in its charter) Incorporated Under the Laws 75-0225040 of the State of Delaware ------------------- (I.R.S. Employer Identification No.) 2525 Stemmons Freeway Dallas, Texas 75207-2401 ---------------------- ---------- (Address of Principal (Zip Code) Executive Offices) (214) 631-4420 -------------- (Company's Telephone Number, Including Area Code) Indicate by check mark whether the Company (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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- 37,822,873 (Number of shares of common stock outstanding as of June 30, 2000) 2 Part I Item 1 - Financial Statements Trinity Industries, Inc. Consolidated Balance Sheet (in millions except per share data)
June 30 March 31 Assets 2000 2000 ---------- -------- (unaudited) Cash and equivalents. . . . . . . . . . . . $ 10.0 $ 16.9 Receivables . . . . . . . . . . . . . . . . 258.3 349.8 Inventories: Raw materials and supplies. . . . . . . . 296.5 257.0 Work in process . . . . . . . . . . . . . 42.9 37.5 Finished goods . . . . . . . . . . . . . 68.4 66.1 -------- -------- 407.8 360.6 Property, plant and equipment, at cost. . . 1,348.4 1,304.9 Less accumulated depreciation . . . . . . . (508.4) (491.7) -------- -------- 840.0 813.2 Other assets. . . . . . . . . . . . . . . . 230.1 198.0 -------- -------- $1,746.2 $1,738.5 ======== ======== Liabilities and Stockholders' Equity Short-term debt . . . . . . . . . . . . . . $ 252.0 $ 170.1 Accounts payable and accrued liabilities. . 315.9 360.9 Long-term debt. . . . . . . . . . . . . . . 61.0 95.4 Deferred income taxes . . . . . . . . . . . 61.2 58.5 Other liabilities . . . . . . . . . . . . . 37.7 38.5 -------- -------- 727.8 723.4 -------- -------- Stockholders' equity: Common stock - par value $1 per share; authorized 100.0 shares; shares issued and outstanding at June 30, 2000 - 43.8; at March 31, 2000 - 43.8. . . . 43.8 43.8 Capital in excess of par value. . . . . . 295.2 295.1 Retained earnings . . . . . . . . . . . . 874.6 860.6 Accumulated other comprehensive income. . (20.0) (19.8) Treasury stock - (shares held at June 30, 2000 - 6.0; at March 31, 2000 - 5.5), at cost . . . . . . . . . (175.2) (164.6) -------- -------- 1,018.4 1,015.1 -------- -------- $1,746.2 $1,738.5 ======== ========
2 3 Trinity Industries, Inc. Consolidated Income Statement (unaudited) (in millions except per share data)
Three Months Ended June 30 2000 1999 -------- -------- Revenues. . . . . . . . . . . . . . . . . . . . . . . . . $ 533.7 $ 693.4 Operating costs: Cost of revenues. . . . . . . . . . . . . . . . . . . . 447.0 572.0 Selling, engineering and administrative expenses. . . . 49.2 44.0 -------- -------- 496.2 616.0 -------- -------- Operating profit. . . . . . . . . . . . . . . . . . . . . 37.5 77.4 Other (income) expense: Interest income . . . . . . . . . . . . . . . . . . . . (1.1) (0.2) Interest expense. . . . . . . . . . . . . . . . . . . . 6.0 5.0 Other, net. . . . . . . . . . . . . . . . . . . . . . . - 0.5 -------- -------- 4.9 5.3 -------- -------- Income before income taxes. . . . . . . . . . . . . . . . 32.6 72.1 Provision for income taxes: Current . . . . . . . . . . . . . . . . . . . . . . . . 10.3 25.5 Deferred. . . . . . . . . . . . . . . . . . . . . . . . 1.4 1.6 -------- -------- 11.7 27.1 Net income . . . . . . . . . . . . . . . . . . . . . . . $ 20.9 $ 45.0 ======== ======== Net income per common share: Basic . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.55 $ 1.11 ======== ======== Diluted . . . . . . . . . . . . . . . . . . . . . . . . $ 0.55 $ 1.10 ======== ======== Weighted average number of shares outstanding: Basic . . . . . . . . . . . . . . . . . . . . . . . . . 38.1 40.6 Diluted . . . . . . . . . . . . . . . . . . . . . . . . 38.2 41.0
3 4 Trinity Industries, Inc. Consolidated Statement of Cash Flows (unaudited) (in millions)
Three Months Ended June 30 2000 1999 -------- -------- Operating activities: Net income. . . . . . . . . . . . . . . . . . . . . $ 20.9 $ 45.0 Adjustments to reconcile net income to net cash provided (required) by operating activities: Depreciation and amortization . . . . . . . . . . 22.4 19.5 Deferred income taxes . . . . . . . . . . . . . . 1.4 1.6 Gain on sale of property, plant and equipment . . (0.6) (0.8) Other . . . . . . . . . . . . . . . . . . . . . . 2.4 5.4 Changes in assets and liabilities, net of effects from acquisitions: Decrease in receivables. . . . . . . . . . . . . 91.5 38.9 (Increase) decrease in inventories . . . . . . . (47.2) 7.2 Increase in other assets . . . . . . . . . . . . (31.5) (3.4) Decrease in accounts payable and accrued liabilities . . . . . . . . . . . . . . (45.0) (15.4) Decrease in other liabilities. . . . . . . . . . (0.8) (0.2) ------- ------ Total adjustments . . . . . . . . . . . . . . . (7.4) 52.8 ------- ------ Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . 13.5 97.8 Investing activities: Proceeds from sale of property, plant and equipment . . . . . . . . . . . . . . . . . . 1.3 9.9 Capital expenditures. . . . . . . . . . . . . . . . (43.0) (39.9) Payment for acquisitions, net of cash acquired. . . (8.7) (2.4) ------ ------ Net cash required by investing activities. . . . . . . . . . . . . . (50.4) (32.4) Financing activities: Issuance of common stock. . . . . . . . . . . . . . - 0.2 Net borrowings (repayments) of short-term debt. . . 81.9 (19.0) Stock repurchases . . . . . . . . . . . . . . . . . (10.6) (36.5) Payments to retire long-term debt . . . . . . . . . (34.4) (6.5) Dividends paid. . . . . . . . . . . . . . . . . . . (6.9) (7.4) ------ ------ Net cash provided (required) by financing activities. . . . . . . . . . . . . . 30.0 (69.2) ------ ------ Net decrease in cash and equivalents . . . . . . . . (6.9) (3.8) Cash and equivalents at beginning of period. . . . . 16.9 13.5 ------ ------ Cash and equivalents at end of period. . . . . . . . $ 10.0 $ 9.7 ====== ======
4 5 Trinity Industries, Inc. Consolidated Statement of Stockholders' Equity (unaudited) (in millions except share and per share data)
Common Stock -------------------- Capital Accumulated Amount in Other Total Shares $1.00 Excess Compre- Treasury Stock Stock- (100,000,000) Par of Par Retained hensive -------------- holders' (Authorized) Value Value Earnings Income Shares Amount Equity ------------ ----- ------- -------- ----------- ---------- ------ ------- Balance at March 31, 1999 . . . 43,705,636 $43.7 $292.6 $722.9 $(20.6) (2,363,932) $ (79.5) $959.1 Net income . . . . . . . . . . - - - 45.0 - - - 45.0 Currency translation Adjustments. . . . . . . . . - - - - 0.8 - - 0.8 ------- Comprehensive income . . . . . 45.8 Cash dividends ($0.18 per share). . . . . . . - - - (6.7) - - - (6.7) Stock repurchases. . . . . . . - - - - - (1,257,372) (36.5) (36.5) Other. . . . . . . . . . . . . 11,419 - 0.5 - - 0.5 ---------- ----- ------ ------ ------- ---------- ------- ------ Balance June 30, 1999 43,717,055 $43.7 $293.1 $761.2 $ (19.8) (3,621,304) $(116.0) $962.2 ========== ===== ====== ====== ======= ========== ======= ====== Balance at March 31, 2000 . . . 43,796,351 $43.8 $295.1 $860.6 $ (19.8) (5,455,743) $(164.6) $1,015.1 Net income . . . . . . . . . . - - - 20.9 - - - 20.9 Currency translation Adjustments. . . . . . . . . - - - - (0.2) - - (0.2) ------- Comprehensive income 20.7 Cash dividends ($0.18 per share) . . . . . . - - - (6.9) - - - (6.9) Stock repurchases. . . . . . . - - - - - (518,900) (10.6) (10.6) Other. . . . . . . . . . . . . - - 0.1 - - 1,165 - 0.1 ---------- ----- ------ ------ ---------- --------- ------- -------- Balance June 30, 2000 . . . . . 43,796,351 $43.8 $295.2 $874.6 $ (20.0) (5,973,478) $(175.2) $1,018.4 ========== ===== ====== ====== ========== ========== ======= ========
5 6 Trinity Industries, Inc. Notes to Consolidated Financial Statements (unaudited) June 30, 2000 General The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. ("Trinity " or the "Company "). In the opinion of management, all adjustments, consisting only of normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of June 30, 2000, the results of operations for the three month periods ended June 30, 2000 and 1999 and cash flows for the three month periods ended June 30, 2000 and 1999, in conformity with generally accepted accounting principles, have been made. Because of seasonal and other factors, the results of operations for the three month period ended June 30, 2000 may not be indicative of expected results of operations for the year ending March 31, 2001. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q, and should be read in conjunction with the audited consolidated financial statements of the Company included in its Form 10-K for the year ended March 31, 2000. Stock Repurchases In the first quarter of fiscal 2001, the Company purchased 518,900 shares of the Company's outstanding common stock at a cost of $10.6 million. The Company has determined that it may purchase additional shares from time to time in the open market and in negotiated transactions. Purchase of additional shares will be based on market conditions and other relevant factors. Contingencies The Company is involved in various claims and lawsuits incidental to its business. In the opinion of management, these claims and suits in the aggregate will not have a material adverse affect on the Company's consolidated financial statements. Segments of Business The Company's operations consist of the following business segments: (1) the Railcar Group, which manufactures and sells railcars; (2) the Inland Barge Group, which manufactures barges and related products for inland waterway services; (3) the Parts & Services Group, which manufactures and sells various parts to manufacturers of railcars and other industrial products and provides services such as railcar maintenance, fleet management, and leasing; (4) the Highway Construction Products Group, which is primarily engaged in the manufacture of highway guardrail and safety products and 6 7 girders, beams, and columns used in the construction of highway and railway bridges; (5) the Concrete & Aggregate Group, composed of ready-mix concrete and aggregate; and (6) the Industrial Group, which manufactures and sells containers, weld fittings (tee, elbows, reducers, caps, and flanges) used in pressure piping systems, and pressure and non-pressure containers for the storage and transportation of liquefied gases and other liquid and dry products. Finally, All Other includes transportation services, the Company's captive insurance company, and other peripheral businesses. The financial information for the quarter ended June 30, 2000 and 1999 is shown in the tables below. Three months ended June 30, 2000 (unaudited) (in millions)
Revenues Operating ------------------------------- Profit Outside Intersegment Total (Loss) ------- ------------ ------ --------- Railcar Group . . . . . . . . . . . . . . $214.1 $1.3 $215.4 $ 13.7 Inland Barge Group. . . . . . . . . . . . 50.5 - 50.5 6.8 Parts & Services Group. . . . . . . . . . 82.5 17.2 99.7 13.4 Highway Construction Products Group . . . 61.4 - 61.4 11.7 Concrete & Aggregate Group. . . . . . . . 64.5 - 64.5 5.2 Industrial Group. . . . . . . . . . . . . 50.3 0.1 50.4 2.2 All Other . . . . . . . . . . . . . . . . 10.4 16.0 26.4 (1.6) Eliminations and Corporate Items. . . . . - - (34.6) (13.9) ------- ------ Consolidated Total. . . . . . . . . . . . $ 533.7 $ 37.5 ======= ======
Three months ended June 30, 1999 (unaudited) (in millions)
Revenues Operating ------------------------------- Profit Outside Intersegment Total (Loss) ------- ------------ ------ --------- Railcar Group . . . . . . . . . . . . . . $382.7 $2.1 $384.8 $ 41.5 Inland Barge Group. . . . . . . . . . . . 50.8 - 50.8 6.1 Parts & Services Group. . . . . . . . . . 82.3 35.7 118.0 23.9 Highway Construction Products Group . . . 48.3 - 48.3 9.3 Concrete & Aggregate Group. . . . . . . . 65.0 - 65.0 7.7 Industrial Group. . . . . . . . . . . . . 51.8 0.2 52.0 3.9 All Other . . . . . . . . . . . . . . . . 12.5 14.9 27.4 0.7 Eliminations and Corporate Items. . . . . - - (52.9) (15.7) ------ ------ Consolidated Total . . . . . . . . . . . $693.4 $ 77.4 ====== ======
7 8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999 Revenues for the first quarter of fiscal 2001 decreased to $533.7 million from $693.4 million primarily due to reduced car shipments in the Railcar Group, which was partially offset by increased revenues in the Highway Construction Products Group. Operating profit decreased to $37.5 million compared to $77.4 million. Revenues for the Railcar Group decreased to $214.1 million from $382.7 million while operating profit decreased to $13.7 million from $41.5 million. The decline in revenues and operating profit is a result of the significant weakening in demand for new railcars in North America. This creates a very competitive market. Railcar Group operating margins declined due to average sales price declines and inefficiencies associated with changeover of production lines to different car types and start up of new products. Revenues for the Inland Barge Group decreased slightly to $50.5 million from $50.8 million. Operating profit increased to $6.8 million from $6.1 million, a 11.5% increase. Increased operating profit is due mainly to cost reductions and operating efficiencies. Revenues decreased by $18.3 million in the Parts & Services Group, from $118.0 (including intersegment sales of $35.7 million), to $99.7 million (including intersegment sales of $17.2 million), while operating profit decreased to $13.4 million from $23.9 million. This decrease in revenues and operating profit is primarily due to the softness in the railcar market and decreased sales of container heads. Revenues for the Highway Construction Products Group increased to $61.4 million from $48.3 million, a 27.1% increase, while operating profit increased to $11.7 million from $9.3 million, a 25.8% increase. Revenues increased due to a strong construction market, particularly the demand for guardrail. Revenues for the Concrete & Aggregate Group were $64.5 million compared to $65.0 million, while operating profit decreased to $5.2 million from $7.7 million. Decreased operating profit was primarily attributable to an unusually rainy season over the past three months in principal Texas markets and competitive pricing in certain markets. The revenue declines due to bad weather were mostly offset by increased revenues generated by acquisitions made during fiscal year 2000. Industrial Group revenues decreased slightly to $50.3 million compared to $51.8 million, while operating profit decreased to $2.2 million from $3.9 8 9 million. The reduction of revenues and operating profit is primarily a result of competitive pressure in pricing. In the quarter ended June 30, 2000, selling, engineering and administrative expenses includes approximately $2 million related to the Company's e-commerce initiatives. Liquidity & Capital Resources Net cash provided by operating activities decreased to $13.5 million during the first three months of fiscal 2001 compared to $97.8 million in the first three months of fiscal 2000. Capital expenditures during the first three months of fiscal 2001 were approximately $43.0 million of which approximately $24.7 million was for additions to the railcar lease fleet. This compares to $39.9 million of capital expenditures in the first three months of fiscal 2000 of which $15.6 million was for additions to the railcar lease fleet. Expenditures for business acquisitions were $8.7 million. Proceeds from the sale of property, plant and equipment were $1.3 million in the first three months of fiscal 2001 compared to $9.9 million in fiscal 2000. In the first three months of fiscal 2001, the Company repurchased common stock for $10.6 million. The Company believes cash provided from operations and cash available under uncommitted bank lines of credit will be sufficient to meet its requirements for the remainder of the fiscal year. ------------------ Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performance, estimates, projections, goals and forecasts. Potential factors which could cause the Company's actual results of operations to differ materially from those in the forward-looking statements include market conditions and demand for the Company's products; competition; technologies; steel prices; interest rates and capital costs; taxes; unstable governments and business conditions in emerging economies; and legal, regulatory and environmental issues. Any forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. 9 10 Part II Item 4 - Submission of Matters to a Vote of Security Holders At the Annual Meeting of Stockholders held July 19, 2000, stockholders elected ten incumbent directors for a one-year term (Proposal 1), approved the Company's Short Term Management Incentive Plan (Proposal 2), approved ratification of Ernst & Young LLP as independent auditors for fiscal year 2001 (Proposal 3), and voted against a proposal requesting the Board of Directors to arrange for the prompt sale of the Company to the highest bidder (Proposal 4). The vote tabulation follows for each proposal: Proposal 1 - Election of Directors
NOMINEE For Withheld David W. Biegler 34,059,275 1,171,821 Ronald J. Gafford 34,061,005 1,170,091 Barry J. Galt 33,697,791 1,533,305 Clifford J. Grum 34,054,899 1,176,197 Dean P. Guerin 33,668,860 1,562,236 Jess T. Hay 33,688,082 1,543,014 Edmund M. Hoffman 33,664,143 1,566,953 Diana S. Natalicio 33,696,719 1,534,377 Timothy R. Wallace 34,039,186 1,191,910 W. Ray Wallace 33,484,656 1,746,440
Proposal 2 - Management Incentive Plan For Against Abstentions Broker Non-Votes 32,326,268 2,700,709 204,119 N/A
Proposal 3 - Independent Auditors For Against Abstentions Broker Non-Votes 34,259,516 160,546 811,034 N/A
Proposal 4 - Stockholder Proposal For Against Abstentions Broker Non-Votes 5,104,073 24,499,212 435,301 5,192,510
10 11 Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description ------ ----------- 27 Financial Data Schedule (b) No Form 8-K was filed during the quarter. - ------------------------------------------------------------------------------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Trinity Industries, Inc. By: \s\ Jim S. Ivy ---------------------- Jim S. Ivy Vice President and Chief Financial Officer August 7, 2000 12 INDEX TO EXHIBITS
Exhibit Number Description ------ ----------- 27 Financial Data Schedule
EX-27 2 ex27.txt FINANCIAL DATA SCHEDULE
5 1,000 3-MOS MAR-31-2001 JUN-30-2000 10,000 0 258,300 0 407,800 0 1,348,400 (508,400) 1,746,200 0 0 0 0 43,800 974,600 1,746,200 0 533,700 0 447,000 0 0 6,000 32,600 11,700 20,900 0 0 0 20,900 0.55 0.55
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