-----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, FvrRkTA27mouJxLYwY9WC/TY0oNLYPKnGu3iV4INkJaI94g7IMfSD64QF8UDBf3s dtoUlF4SfdBqn97BdTXTUA== 0000950134-01-502731.txt : 20010604 0000950134-01-502731.hdr.sgml : 20010604 ACCESSION NUMBER: 0000950134-01-502731 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010601 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRINITY INDUSTRIES INC CENTRAL INDEX KEY: 0000099780 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 750225040 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06903 FILM NUMBER: 1652691 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 8-K 1 d88072e8-k.txt FORM 8-K 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 1, 2001 TRINITY INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Delaware 1-6903 75-0225040 (State of incorporation) (Commission File No.) (IRS Employer Identification No. ) 2525 Stemmons Freeway, Dallas, Texas 75207-2401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 631-4420 - -------------------------------------------------------------------------------- 2 Item 5. Other Events On May 23, 2001, the Registrant issued a news release that (i) announced it's earnings for the fourth quarter and fiscal year ended March 31, 2001; and (ii) announced additional fourth quarter unusual charges of approximately $16 million related to plant closings and $14.8 million in litigation reserves related to an adverse jury verdict. The jury verdict had previously been announced. These charges are in addition to previously announced fourth quarter unusual charges of approximately $17 million primarily for severance and asset write-downs and approximately $8 million related to exiting the concrete mixer and concrete batch plant business. Item 7. Exhibits (c) Exhibits Exhibit 99(1) - News release of Registrant dated May 23, 2001. 3 SIGNATURE 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 hereunto duly authorized. TRINITY INDUSTRIES, INC. Date: June 1, 2001 By: /s/ Michael G. Fortado ----------------------------- Michael G. Fortado Vice President, General Counsel, and Secretary EX-99.1 2 d88072ex99-1.txt PRESS RELEASE 1 EXHIBIT 99(1) TRINITY INDUSTRIES, INC. NEWS RELEASE CONTACT: Neil Shoop Treasurer 214-589-8561 FOR IMMEDIATE RELEASE TRINITY INDUSTRIES REPORTS OPERATING RESULTS FOR FISCAL 2001 DALLAS - May 23, 2001 - Trinity Industries, Inc., (NYSE:TRN) today reported financial results for the full year and fourth quarter of fiscal 2001. For the fiscal year ended March 31, 2001, the Company reported net income of $36.5 million (before unusual charges), or 97 cents a diluted share, on revenues of $1.90 billion. This compares with net income of $165.5 million, or $4.15 a diluted share, on revenues of $2.74 billion in the fiscal year ended March 31, 2000. After unusual charges of $173.3 million ($110.9 million after tax), the Company reported a Fiscal 2001 net loss of $74.4 million, or $1.98 a diluted share. The unusual charges recorded in Fiscal 2001 related primarily to restructuring the Company's railcar operations, various investment and asset write-downs, and severance costs. For the fourth quarter ended March 31, 2001, the Company reported a net loss of $4.0 million (before unusual charges), or 11 cents a share, on revenues of $418.7 million. This compares with net income of $33.9 million, or 87 cents a diluted share, on revenues 2 of $646.4 million in the fourth quarter of the prior fiscal year. After unusual charges of $55.8 million ($35.7 million after tax), the Company reported a net loss for the fourth quarter of Fiscal 2001 of $39.7 million, or $1.08 a diluted share. The unusual charges recorded in the fourth quarter of Fiscal 2001 include previously announced unusual charges of approximately $25 million plus approximately $16 million in additional charges related to plant closings and $14.8 million in litigation reserves related to an adverse jury verdict also announced earlier. "The actions we have taken during fiscal 2001 to confront the declining economy and refocus our resources on our core businesses as indicated in previous announcements should strengthen us to meet the challenges of fiscal 2002," said Timothy R. Wallace, Trinity's chairman, president and CEO. "The North American railcar market is not showing signs of recovery at this point. Pricing for railcars remains very competitive with a large portion of our customers electing to lease cars rather than purchase them. This coincides with our decision to expand our leasing business." "Fortunately Trinity's Construction Products and Inland Barge businesses are gaining momentum. Since the beginning of April, Trinity's construction related businesses have continued to improve their earnings as a result of a return to more normal weather conditions. Our barge manufacturing business is improving their backlog of barges by continuing to receive orders at a steady pace. Trinity's U.S. industrial business has stabilized from an operational point of view. We are pleased that our other business groups are able to provide some earnings coverage during the steep decline in demand for new railcars in North America. Until we see more improvement in the North American 3 rail market, we believe it is reasonable to expect that our net income in fiscal 2002 will be comparable to our fiscal 2001 net income (before unusual charges)," Wallace said. Trinity Industries, Inc., with headquarters in Dallas, Texas, is one of the nation's leading diversified industrial companies. In this release, Trinity is reporting five principal business segments: the Railcar Group, the Inland Barge Group, the Parts & Services Group, the Construction Products Group, and the Industrial Group which is a change from previous reporting. Amounts reported in this release for prior periods have been restated to conform with current presentation. Trinity's web site may be accessed at http://www.trin.net. This news release contains "forward looking statements" as defined by the Private Securities Litigation Reform Act of 1995 and includes statements as to expectations, intentions and predictions of future financial performance. Statements that are not historical facts are forward looking. Readers are directed to Trinity's Form 10-K and other SEC filings for a description of certain of the business issues and risks, a change in any of which could cause actual results or outcomes to differ materially from those expressed in the forward looking statements. Any forward looking statement speaks only as of the date on which such statement is made. Trinity undertakes no obligation to update any forward looking statement or statements to reflect events or circumstances after the date on which such statement is made. - TABLES TO FOLLOW - 4 Trinity Industries, Inc. Condensed Consolidated Income Statement (in millions, except per share amounts)
Three Months Ended March 31 Fiscal Year Ended March 31 ---------------------------------------- --------------------------------------- 2000 2001* 2000 2001* ----------- -------------------------- ----------- ------------------------- Before 4th After 4th Before After Qtr Charges Qtr Charges Charges Charges ----------- ----------- ----------- ----------- Revenues $ 646.4 $ 418.7 $ 418.7 $ 2,740.6 $ 1,904.3 $ 1,904.3 Operating profit (loss) $ 55.9 $ (2.4) $ (58.2) $ 279.0 $ 74.8 $ (66.1) Other expense 2.6 3.9 3.9 16.1 17.8 50.2 ----------- ----------- ----------- ----------- ----------- ----------- Income (loss) before income taxes 53.3 (6.3) (62.1) 262.9 57.0 (116.3) Provision (benefit) for income taxes 19.4 (2.3) (22.4) 97.4 20.5 (41.9) ----------- ----------- ----------- ----------- ----------- ----------- Net income (loss) $ 33.9 $ (4.0) $ (39.7) $ 165.5 $ 36.5 $ (74.4) =========== =========== =========== =========== =========== =========== Net income (loss) per common share: Basic $ 0.87 $ (0.11) $ (1.08) $ 4.17 $ 0.97 $ (1.98) =========== =========== =========== =========== =========== =========== Diluted $ 0.87 $ (0.11) $ (1.08) $ 4.15 $ 0.97 $ (1.98) =========== =========== =========== =========== =========== =========== Weighted average number of shares outstanding: Basic 38.9 36.9 36.9 39.7 37.5 37.5 Diluted 39.0 36.9 36.9 39.9 37.5 37.5
* The three months and fiscal year ended March 31, 2001 includes pretax charges of $55.8 million ($35.7 million after tax or $0.97 per share) and $173.3 million ($110.9 million after tax or $2.95 per share), respectively, related primarily to restructuring the Company's railcar operations, various investment and asset write-downs, and severance costs. For the three months ended March 31, 2001, $53.9 million is included in cost of revenues and $1.9 million in SE&A expenses. For the fiscal year ended March 31, 2001, $125.3 million is included in cost of revenues, $15.6 million in SE&A expenses, and $32.4 million in other expenses. 5 Trinity Industries, Inc. Condensed Segment Data (in millions)
REVENUES: Three Months Ended Fiscal Year Ended March 31 March 31 ---------------------------- ---------------------------- 2000 2001 2000 2001 ------------ ------------ ------------ ------------ Railcar Group $ 350.9 $ 152.8 $ 1,515.3 $ 738.9 Inland Barge Group 54.3 58.5 210.1 202.9 Parts & Services Group 82.1 73.0 373.8 316.7 Construction Products Group 105.0 93.7 445.6 441.0 Industrial Group 65.8 46.5 255.4 220.5 All Other 9.9 10.7 51.1 52.5 Less: Parts & Services Group sales to other segments (21.6) (16.5) (110.7) (68.2) ------------ ------------ ------------ ------------ Total revenues $ 646.4 $ 418.7 $ 2,740.6 $ 1,904.3 ============ ============ ============ ============
OPERATING PROFIT (LOSS):
Three Months Ended March 31 Fiscal Year Ended March 31 -------------------------------------------- -------------------------------------------- 2000 2001 2000 2001 ------------ ---------------------------- ------------ ---------------------------- (A)Before 4th After 4th (A)Before After Qtr Charges Qtr Charges Charges Charges ------------- ------------ ------------ ------------ Railcar Group $ 37.8 $ 4.2 $ (42.7) $ 153.2 $ 36.3 $ (31.7) Inland Barge Group 6.6 1.8 1.8 25.7 16.1 11.7 Parts & Services Group 10.0 3.5 (4.8) 63.4 22.1 (11.4) Construction Products Group 9.8 2.4 2.4 56.2 38.5 38.5 Industrial Group 2.2 (0.7) (0.7) 12.4 6.3 (8.2) All Other (0.6) (3.2) (3.2) 1.9 (14.5) (15.7) Corporate (9.9) (10.4) (11.0) (33.8) (30.0) (49.3) ------------ ------------ ------------ ------------ ------------ ------------ Consolidated $ 55.9 $ (2.4) $ (58.2) $ 279.0 $ 74.8 $ (66.1) ============ ============ ============ ============ ============ ============
(A) Charges are described in the preceding pages. The Company has changed the presentation of segment information as follows: Highway Products and Concrete & Aggregate businesses are reported in the Construction Products Group, Operating Profit amounts are after allocation of Shared Services charges, and certain minor reclassifications between groups were made. All prior year amounts have been restated to conform to current presentation. 6 Trinity Industries, Inc. Condensed Consolidated Balance Sheet (in millions)
End of End of Fiscal Year Fiscal Year March 31, 2000 March 31, 2001 -------------- -------------- Cash and equivalents $ 16.9 $ 13.5 Receivables and inventories 710.4 598.2 Property, plant and equipment, at cost 1,304.9 1,534.1 Less accumulated depreciation (491.7) (541.7) Other assets 198.0 221.8 -------------- -------------- $ 1,738.5 $ 1,825.9 ============== ============== Short-term debt and accounts payable and accrued liabilities $ 531.0 $ 858.0 Long-term debt 95.4 44.0 Deferred income taxes 58.5 7.1 Other liabilities 38.5 37.8 Stockholders' equity 1,015.1 879.0 -------------- -------------- $ 1,738.5 $ 1,825.9 ============== ==============
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