-----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, RK/8xZvXP2khEuEswRFbGO6dOyGe/XSeymHsJZXRfMN45Jzcxz3RzWtfxXt9RtcT cY4mkhmupghK2xOYrKi9cA== 0000099780-96-000011.txt : 19961027 0000099780-96-000011.hdr.sgml : 19961027 ACCESSION NUMBER: 0000099780-96-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961024 SROS: NYSE 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06903 FILM NUMBER: 96647160 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 10-Q 2ND QUARTER FY97 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 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 Registrant 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) Registrant's Telephone Number, Including Area Code (214) 631-4420 Indicate by check mark whether the Registrant (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 42,982,257 (Number of shares of common stock outstanding as of September 30, 1996) Part I Item 1 - Financial Statements Trinity Industries, Inc. Consolidated Balance Sheet (unaudited) (in millions except per share data) September 30 March 31 Assets 1996 1996 Cash and cash equivalents . . . . . . . . . $ 19.2 $ 15.4 Receivables . . . . . . . . . . . . . . . . 256.7 293.5 Inventories: Finished goods. . . . . . . . . . . . . . 43.0 38.9 Work in process . . . . . . . . . . . . . 152.6 146.5 Raw material and supplies . . . . . . . . 208.7 218.3 Total inventories 404.3 403.7 Property, plant and equipment, at cost: Excluding Leasing Subsidiary. . . . . . . 801.5 745.3 Leasing Subsidiary. . . . . . . . . . . . 400.2 353.7 Less accumulated depreciation: Excluding Leasing Subsidiary. . . . . . . (362.7) (336.5) Leasing Subsidiary. . . . . . . . . . . . (74.9) (70.2) Other assets. . . . . . . . . . . . . . . . 100.3 50.9 $1,544.6 $1,455.8 Liabilities and Stockholders' Equity Short-term debt . . . . . . . . . . . . . . $ 200.0 $ 216.0 Accounts payable and accrued liabilities. . 233.5 222.9 Billings in excess of cost and related earnings. . . . . . . . . . . . . . . . . 24.3 19.2 Long-term debt: Excluding Leasing Subsidiary. . . . . . . 35.8 37.6 Leasing Subsidiary. . . . . . . . . . . . 154.6 168.8 Deferred income taxes . . . . . . . . . . . 30.4 30.2 Other liabilities . . . . . . . . . . . . . 22.6 15.1 701.2 709.8 Stockholders' equity: Common stock - par value $1 per share; authorized 100.0 shares; shares issued and outstanding at September 30, 1996 - 43.0 and March 31, 1996 - 41.6. . . . . 43.0 41.6 Capital in excess of par value. . . . . . 281.8 239.6 Retained earnings . . . . . . . . . . . . 518.6 464.8 843.4 746.0 $1,544.6 $1,455.8 Trinity Industries, Inc. Consolidated Income Statement (unaudited) (in millions except per share data) Six Months Ended September 30 1996 1995 Revenues. . . . . . . . . . . . . . . . . . . . . . $1,305.5 $1,233.2 Operating costs: Cost of revenues. . . . . . . . . . . . . . . . . 1,103.2 1,058.5 Selling, engineering and administrative expenses. 71.6 59.5 Interest expense of Leasing Subsidiary. . . . . . 7.7 9.2 Retirement plans expense. . . . . . . . . . . . . 8.7 6.8 1,191.2 1,134.0 Operating profit. . . . . . . . . . . . . . . . . . 114.3 99.2 Other (income) expenses: Interest income . . . . . . . . . . . . . . . . . (0.5) (1.3) Interest expense - excluding Leasing Subsidiary . 6.4 8.9 Other, net. . . . . . . . . . . . . . . . . . . . (2.1) 0.2 3.8 7.8 Income before income taxes . . . . . . . . . . . . 110.5 91.4 Provision (benefit) for income taxes: Current . . . . . . . . . . . . . . . . . . . . . 43.9 45.0 Deferred. . . . . . . . . . . . . . . . . . . . . (1.6) (9.0) 42.3 36.0 Net income. . . . . . . . . . . . . . . . . . . . . $ 68.2 $ 55.4 Net income per common and common equivalent share . $ 1.62 $ 1.32 Weighted average number of common and common equivalent shares outstanding. . . . . . . . . . . 42.2 41.9 Trinity Industries, Inc. Consolidated Income Statement (unaudited) (in millions except per share data) Three Months Ended September 30 1996 1995 Revenues. . . . . . . . . . . . . . . . . . . . . . $643.0 $628.5 Operating costs: Cost of revenues. . . . . . . . . . . . . . . . . 541.5 541.2 Selling, engineering and administrative expenses. 36.2 29.5 Interest expense of Leasing Subsidiary. . . . . . 3.8 4.5 Retirement plans expense. . . . . . . . . . . . . 3.7 3.3 585.2 578.5 Operating profit. . . . . . . . . . . . . . . . . . 57.8 50.0 Other (income) expenses: Interest income . . . . . . . . . . . . . . . . . (0.3) (1.1) Interest expense - excluding Leasing Subsidiary . 3.0 4.9 Other, net. . . . . . . . . . . . . . . . . . . . (0.7) 0.2 2.0 4.0 Income before income taxes . . . . . . . . . . . . 55.8 46.0 Provision (benefit) for income taxes: Current . . . . . . . . . . . . . . . . . . . . . 22.2 25.2 Deferred. . . . . . . . . . . . . . . . . . . . . (0.8) (7.1) 21.4 18.1 Net income. . . . . . . . . . . . . . . . . . . . . $ 34.4 $ 27.9 Net income per common and common equivalent share . $ 0.81 $ .66 Weighted average number of common and common equivalent shares outstanding. . . . . . . . . . . 42.4 42.0 Trinity Industries, Inc. Consolidated Statement of Cash Flows (unaudited) (in millions) Six Months Ended September 30 1996 1995 Cash flows from operating activities: Net income . . . . . . . . . . . . . . . . . . . . $ 68.2 $ 55.4 Adjustments to reconcile net income to net cash provided (required) by operating activities: Depreciation: Excluding Leasing Subsidiary. . . . . . . . . . 38.4 26.4 Leasing Subsidiary. . . . . . . . . . . . . . . 8.8 9.3 Deferred benefit for income taxes. . . . . . . . (1.6) (9.0) Gain on sale of property, plant and equipment. . (1.8) (0.2) Other. . . . . . . . . . . . . . . . . . . . . . 0.7 (4.6) Changes in assets and liabilities: Decrease in receivables. . . . . . . . . . . .. 43.0 4.3 (Increase) decrease in inventories. . . . . . . 1.9 (55.2) Increase in other assets . . . . . . . . . . . (27.8) (1.6) Increase (decrease) in accounts payable and accrued liabilities. . . . . . . . . . . . 10.7 (60.9) Increase in billings in excess of cost and related earnings . . . . . . . . . . . . . . . 5.1 11.9 Increase (decrease)in other liabilities . . . . (6.6) 2.8 Total adjustments . . . . . . . . . . . . . . 70.8 (76.8) Net cash provided (required) by operating activities . . . . . . . . . . . . . . . . . . 139.0 (21.4) Cash flows from investing activities: Proceeds from sale of property, plant and equipment . . . . . . . . . . . . . . . . . . 15.9 51.4 Capital expenditures: Excluding Leasing Subsidiary. . . . . . . . . . . (35.9) (22.7) Leasing Subsidiary. . . . . . . . . . . . . . . . (68.9) (32.0) Payment for purchase of acquisitions, net of cash acquired. . . . . . . . . . . . . . . - (11.8) Cash of acquired subsidiary. . . . . . . . . . . . 2.3 1.2 Net cash required by investing activities. . . . (86.6) (13.9) Cash flows from financing activities: Issuance of common stock . . . . . . . . . . . . . 1.4 2.6 Net borrowings (repayments) under short-term debt. (16.0) 57.0 Proceeds from issuance of long-term debt . . . . . - 7.0 Payments to retire long-term debt. . . . . . . . . (19.9) (20.1) Dividends paid . . . . . . . . . . . . . . . . . . (14.1) (13.8) Net cash provided (required) by financing activities. . . . . . . . . . . . . . (48.6) 32.7 Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . 3.8 (2.6) Cash and cash equivalents at beginning of year. . . 15.4 15.3 Cash and cash equivalents at end of period. . . . . $ 19.2 $ 12.7 Trinity Industries, Inc. Consolidated Statement of Stockholders' Equity (unaudited) (in millions except share and per share data)
Common Capital Common Stock in Total Shares $1.00 Excess Stock- (100,000,000) Par of Par Retained holders' Authorized) Value Value Earnings Equity Balance at March 31, 1995 . . . . 40,220,694 $40.2 $221.7 $379.3 $641.2 Other. . . . . . . . . . . . . . 1,330,252 1.4 17.5 - 18.9 Net income . . . . . . . . . . . - - - 55.4 55.4 Cash dividends ($0.34 per share) . . . . . . - - - (14.2) (14.2) Balance September 30, 1995 . . . 41,550,946 $41.6 $239.2 $420.5 $701.3 Balance at March 31, 1996 . . . . 41,596,037 $41.6 $239.6 $464.8 $746.0 Other. . . . . . . . . . . . . . 1,386,220 1.4 42.2 - 43.6 Net income . . . . . . . . . . . - - - 68.2 68.2 Cash dividends ($0.34 per share) . . . . . . - - - (14.4) (14.4) Balance September 30, 1996 . . . 42,982,257 $43.0 $281.8 $518.6 $843.4
The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of the Registrant. In the opinion of the Registrant, all adjustments, consisting only of normal and recurring adjustments necessary to a fair presentation of the financial position of the Registrant as of September 30, 1996 and March 31, 1996, the results of operations for the six and three month periods ended September 30, 1996 and 1995 and cash flows for the six month periods ended September 30, 1996 and 1995, in conformity with generally accepted accounting principles, have been made. Trinity Industries, Inc. Notes to Consolidated Financial Statements September 30, 1996 Acquisitions On September 3, 1996, the Registrant acquired, pursuant to a merger agreement through a wholly-owned subsidiary of the Registrant, 100 percent of the outstanding common stock of Transcisco Industries, Inc. in exchange for approximately, 1.3 million shares of common stock of the Registrant. Transcisco is a diversified railcar services company engaged in railcar maintenance and repair, specialty railcar leasing and management services and Russian rail transportation services through its 23.5 percent ownership of SFAT, Russia's leading private rail transportation firm. The acquisition was accounted for by the purchase method. The operations of Transcisco have been included in the consolidated financial statements of the Registrant from the effective date of the acquisition. Contribution from this acquisition to revenues and operating profit for the six month period ended September 30, 1996 was not material. Subsequent Events On October 1, 1996, the Registrant's ocean-going marine vessel subsidiary, Halter Marine Group, Inc. ("Halter"), completed its previously announced initial public offering of three million shares of its common stock, representing approximately 17 percent of the total outstanding shares of common stock of Halter. At the conclusion of the offering, the Registrant retained 15 million shares, or approximately 83 percent of the total outstanding common stock of Halter. Halter used the net proceeds of approximately $29.6 million from the stock offering to repay income taxes payable to the Registrant and a portion of the indebtedness incurred under Halter's new bank credit facility. Halter, based in Gulfport, MS, manufactures and markets a broad range of small- to mid-size commercial, military and government vessels, including offshore support vessels, offshore double-hull tank barges, patrol boats, landing craft, oceanographic research vessels, tugboats, towboats and luxury yachts. Item 2 - Management's Discussion and Analysis of Consolidated Financial Condition and Statement of Operations Financial Condition The increase in 'Property, plant and equipment, at cost: Excluding Leasing Subsidiary' and 'Other assets' at September 30, 1996 compared to March 31, 1996 is primarily due to the acquisition of Transcisco Industries, Inc. in the second quarter of the current year. 'Other assets' includes the investment in SFAT recorded on the equity method. The decrease in 'Receivables' at September 30, 1996 compared to March 31, 1996 is primarily due to payments received from certain customer accounts at the end of the quarter. Statement of Operations Six Months Ended September 30, 1996 vs. Six Months Ended September 30, 1995 'Revenues' increased in the current six month period compared to the same period of the prior year due primarily to increased business in the Railcars, Marine Products, and Construction Products segments. The Railcars segment continued to benefit from the existing replacement cycle and associated market demand. The replacement cycle for various types of vessels are also playing an important role in creating more demand in the Marine Products segment. Additionally, 'Revenues' of the Marine Products segment increased due to the completed expansion of certain of its facilities and the resulting increases in throughput. 'Revenues' of the Construction Products segment for the current period were higher due to the improved demand for highway safety products, coupled with continuing demand for ready-mix concrete and aggregates. With the emphasis in the repair and upgrading of the nation's highway system, demand for construction products is expected to remain positive. The increase in 'Operating profit' in the current period is principally due to improved results from the Railcars, Marine Products, Construction Products, and Containers segments. Three Months Ended September 30, 1996 vs. Three Months Ended September 30, 1995 'Revenues' and 'Operating profit' increased primarily due to the improved results in the Marine Products segment. The results are due to the reasons stated above. Part II Item 6 - Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit Number Description 27 Financial Data Schedule (b) Form 8-K was filed on July 5, 1996 that reported approval by the Registrant's Board of Directors of an initial public offering of the common stock of a newly incorporated wholly-owned subsidiary, Halter Marine Group, Inc. Form 8-K was filed on August 20, 1996 that reported additional information on the initial public offering of Halter Marine Group, Inc. See Subsequent Events, page 7. Form 8-K was filed on September 10, 1996 that announced the approval of Transcisco's stockholders of that company's merger with and into Trinity Y, Inc., a wholly-owned subsidiary of Trinity Industries, Inc. See Acquisitions, page 7. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Trinity Industries, Inc. By: /S/ F. Dean Phelps F. Dean Phelps Vice President October 23, 1996 Index to Exhibit No. Description Page 27 Financial Data Schedule * EX-27 2
5 6-MOS MAR-31-1997 SEP-30-1996 19,200,000 0 256,700,000 0 404,300,000 0 1,201,700,000 (442,100,000) 1,544,600,000 0 0 43,000,000 0 0 800,400,000 1,544,600,000 0 1,305,500,000 0 1,103,200,000 88,000,000 0 6,400,000 110,500,000 42,300,000 68,200,000 0 0 0 68,200,000 1.62 0
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