-----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, LZ7e5ZXwG4xZzH6PrHtwc6Exh7iRbAvWg3TLEODm5deH0k16o9lekhNr4UxcQkIu 9OUyTIjKtvTeGxWM7HtMtQ== 0000950134-02-002027.txt : 20020415 0000950134-02-002027.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950134-02-002027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020227 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020312 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06903 FILM NUMBER: 02573617 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 d94942e8-k.txt FORM 8-K ================================================================================ 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): February 27, 2002 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 ================================================================================ Item 5. Other Events On February 27, 2002, the Registrant issued a news release that reported its operating results for the nine months ended December 31, 2001. Item 7. Exhibits (c) Exhibits Exhibit 99(1) - News release of Registrant dated February 27, 2002. 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: March 12, 2002 By: /s/ MICHAEL G. FORTADO ------------------------------ Michael G. Fortado Vice President, General Counsel, and Secretary EXHIBIT INDEX Exhibit 99(1) -- News release of Registrant dated February 27, 2002. EX-99.1 3 d94942ex99-1.txt PRESS RELEASE EXHIBIT 99(1) NEWS RELEASE Investor Contact: Media Contact: Neil Shoop Nancy Farrar Treasurer (214) 929-3298 (214) 589-8561 FOR IMMEDIATE RELEASE TRINITY INDUSTRIES REPORTS OPERATING RESULTS FOR NINE MONTHS ENDED DECEMBER 31, 2001 DALLAS - Feb 27, 2002. Trinity Industries today reported financial results for the three months and nine months ended December 31, 2001. For the nine months ended December 31, 2001, the company reported a net loss (including unusual charges discussed below) of $34.7 million, or 90 cents per diluted share, on revenues of $1.35 billion. This compares with a net loss of $34.7 million, or 92 cents per diluted share, on revenues of $1.49 billion in the nine months ended December 31, 2000. For the quarter ended December 31, 2001, the company reported a net loss of $52.2 million, or $1.23 per share, on revenues of $507.3 million. This compares with a net loss of $42.4 million, or $1.14 per diluted share, on revenues of $401.2 million in the same quarter of the prior fiscal year. In the quarter and nine month period ended December 31, 2001, the company recorded pre-tax charges of $66.4 million ($1.19 per share based on average shares outstanding for the December quarter and $1.30 per share based on average shares outstanding for the nine month period ended in December) related to restructuring the Rail Group in connection with the Thrall merger and the down cycle in the railcar industry and other matters, as previously announced. The charges related to the Rail Group amounted to $50.3 million and relate to plant closures in Europe and North America, write-down of excess machinery and equipment, and related costs. Non-railcar related charges were $16.1 million, $10 million of which related to the company's wind tower business which has been affected by the Enron bankruptcy. The balance of the $16.1 million related to the write-off of certain wholly owned and equity investments, including the last of the company's technology ventures. In the prior year, unusual pre-tax charges related to plant closures, investment write-downs, and other matters of $65.6 million ($1.13 per share) were recorded in the quarter ended December 31, 2000 and $117.5 million ($2.00 per share) were recorded in the nine month period ended December 31, 2000. Results include the operations of Thrall since October 26, 2001, the closing date of the merger. Revenues from Thrall for the period were approximately $47.3 million and pre-tax operating loss was $5.6 million. "Long term we will be stronger and more competitive by having taken action quickly after our merger to restructure our rail business. This allows us to focus our resources on the positive aspects of the merger. With the railcar market in a deep down cycle, we are fortunate to have the year over year improvement in other areas of our business," said Timothy R. Wallace, Trinity's Chairman, President and CEO. "Our Construction Products Group experienced much better weather conditions this quarter than last year and our Inland Barge business had improved margins due to an improved product mix between barge construction and some special work they performed this quarter," added Wallace. "Due to our year-end change from March to December, we will be filing our annual report in March. Our annual report will reflect the new business segment grouping presented in this release. The new groupings are aligned with our new internal management and reporting structure. Our appetite for capital for additions to the lease fleet may put pressure on our financial debt covenants as presently structured in the second half of the year. We expect to renegotiate our credit lines before the end of June and consider other sources of capital. While we do not intend to give specific earnings guidance, our present profit outlook for the year is around breakeven on a consolidated basis and a loss for the Rail Group," said Wallace. Trinity Industries, Inc., with headquarters in Dallas, Texas, is one of the nation's leading diversified industrial companies. Trinity reports five principal business segments: the Trinity Rail Group, Trinity Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction Products Group, and the Industrial Products Group. 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 - Trinity Industries, Inc. Condensed Consolidated Income Statement (in millions, except per share amounts)
Three Months Ended Nine Months Ended December 31 December 31 --------------------------- --------------------------- 2000 2001 2000 2001 ------------- ------------- ------------- ------------- Revenues $ 401.2 $ 507.3 $ 1,485.6 $ 1,347.8 Operating profit (loss) $ (30.5) $ (57.8) $ (7.9) $ (16.4) Other expense 35.7 10.8 46.3 24.1 ------------- ------------- ------------- ------------- Income (loss) before income taxes (66.2) (68.6) (54.2) (40.5) Provision (benefit) for income taxes (23.8) (16.4) (19.5) (5.8) ------------- ------------- ------------- ------------- Net income (loss) $ (42.4) $ (52.2) $ (34.7) $ (34.7) ============= ============= ============= ============= Net income (loss) per common share: Basic $ (1.14) $ (1.23) $ (0.92) $ (0.90) ============= ============= ============= ============= Diluted $ (1.14) $ (1.23) $ (0.92) $ (0.90) ============= ============= ============= ============= Weighted average number of shares outstanding: Basic 37.1 42.3 37.6 38.7 Diluted 37.1 42.3 37.6 38.7
Trinity Industries, Inc. Condensed Segment Data (in millions) REVENUES:
Three Months Ended Nine Months Ended ---------------------------- ------------------------- Dec. 31 Dec. 31 Dec. 31 Dec. 31 ------------ -------------- ------------ ------------ 2000 2001 2000 2001 ------------ -------------- ------------ ------------ Rail Group $ 260.0 $ 280.9 $ 802.1 $ 660.5 Construction Products Group 122.0 127.0 432.4 427.2 Inland Barge Group 41.1 48.0 144.5 148.2 Industrial Products Group 43.4 36.9 127.1 106.7 Railcar Leasing & Manage- ment Services Group 18.2 42.9 108.6 94.0 All Other 12.4 14.6 33.7 50.4 Eliminations (95.9) (43.0) (162.8) (139.2) ------------ -------------- ------------ ------------ Total revenues $ 401.2 $ 507.3 $ 1,485.6 $ 1,347.8 ============ ============== ============ ============
OPERATING PROFIT (LOSS):
Three Months Ended December 31 Nine Months Ended December 31 --------------------------------------------------- ------------------------------------------------ 2000 2001 2000 2001 ---------------------- ---------------------------- -------------------------- -------------------- Before After Before After Before After Before After Charges Charges Charges Charges Charges Charges Charges Charges ---------- ----------- ------------ -------------- ------------ ------------ -------- ---------- Rail Group $ 9.5 $ 3.6 $ (15.9) $ (66.2) $ 36.6 $ 3.4 $ (15.5) $ (65.8) Construction Products Group 4.9 (2.3) 11.9 11.0 39.5 25.8 46.5 45.6 Inland Barge Group 2.2 1.5 4.8 4.8 14.3 9.9 9.8 9.8 Industrial Products Group 3.4 2.7 1.9 1.9 7.2 6.5 3.9 3.9 Railcar Leasing & Manage- ment Services Group 8.0 8.0 11.0 11.0 34.2 34.2 30.2 30.2 All Other (8.1) (29.0) (2.8) (15.9) (23.5) (44.4) (8.0) (21.1) Corporate and eliminations (14.2) (15.0) (4.4) (4.4) (31.1) (43.3) (19.0) (19.0) ---------- ----------- ------------ -------------- ------------ ------------ --------- ---------- Consolidated $ 5.7 $ (30.5) $ 6.5 $ (57.8) $ 77.2 $ (7.9) $ 47.9 $ (16.4) ========== =========== ============ ============== ============ ============ ========= ==========
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