XTRA CORP /DE/
10-Q, 1995-05-12
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


  For Quarter Ended March 31, 1995             Commission File Number 1-7654
                    --------------                                    ------

                                XTRA CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                         06-0954158
- -------------------------------                         -----------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)


         60 State Street
      Boston, Massachusetts                                     02109
- -------------------------------                         -----------------------
     (Address of principal                                    (Zip Code)
       executive offices)

Registrant's telephone number, including area code         (617) 367-5000
                                                    ---------------------------

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 (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                             Yes  X      No
                                 ---         ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

         Class                        Outstanding at May 2, 1995   
         -----                        --------------------------   
Common Stock, Par Value                      16,764,001
     $.50 Per Share


<PAGE>   2

<TABLE>
                                 XTRA CORPORATION AND SUBSIDIARIES
                                 ---------------------------------

                                               INDEX
                                               -----
<CAPTION>
                                                                                             Page No.
                                                                                             ------- 
<S>     <C>                                                                                     <C>
Part I.   Financial Information
          ---------------------

         Management Representation  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3

         Consolidated Balance Sheets
          March 31, 1995 and September 30, 1994 . . . . . . . . . . . . . . . . . . . . . .     4

         Consolidated Income Statements
           For the Three and Six Months Ended
           March 31, 1995 and 1994  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5

         Consolidated Statements of Cash Flows
           For the Six Months Ended
           March 31, 1995 and 1994  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6

         Consolidated Statements of Stockholders' Equity
           For the Period September 30, 1993
           Through March 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7

         Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . .     8 - 10

         Management's Discussion and Analysis of
           Financial Condition and Results of Operations  . . . . . . . . . . . . . . . . .     11 - 15


Part II.         Other Information
                 -----------------

          Item 5.         Other Information . . . . . . . . . . . . . . . . . . . . . . . .     16

          Item 6.         Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . .     17

          Signatures        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     18

          Exhibit Index     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     19
</TABLE>

<PAGE>   3

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

                       XTRA CORPORATION AND SUBSIDIARIES
                       ---------------------------------

                           MANAGEMENT REPRESENTATION
                           -------------------------


        The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations.  The Company believes, however, that the disclosures are adequate
to make the information presented not misleading.
        
        The Board of Directors carries out its responsibility for the financial
statements included herein through its Audit Committee, composed ofnon-employee
Directors.  During the year, the Committee meets periodically with both
management and the independent public accountants to ensure that each is
carrying out its responsibilities.  The independent public accountants have full
and free access to the Audit Committee and meet with its members, with and
without management being present, to discuss auditing and financial reporting
matters.

        These financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's latest
Annual Report on Form 10-K.

        This financial information reflects, in the opinion of management, all
adjustments consisting of only normal recurring adjustments necessary to present
fairly the results for the interim periods.  The results of operations for such
interim periods are not necessarily indicative of the results to be expected for
the full year.


                                       3

<PAGE>   4

<TABLE>

                       XTRA CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                        -------------------------------
             (MILLIONS OF DOLLARS EXCEPT PER SHARE AND SHARE AMOUNTS)


<CAPTION>
                                                           MARCH 31,
                                                             1995            SEPTEMBER 30,
                                                          (UNAUDITED)          1994   (1)
                                                          -----------       -------------
<S>                                                       <C>               <C>
Assets
- ----------

Cash                                                      $      3.8        $     43.2
Trade receivables, net                                          43.9              54.0
Lease contracts receivable                                      36.1              41.3
Property and equipment, at cost
     Revenue equipment                                       1,289.9           1,223.2
     Land, buildings and other                                  60.2              50.5
                                                          ----------        ----------
                                                             1,350.1           1,273.7
Less - Accumulated depreciation                               (449.0)           (428.0)
                                                          ----------        ----------
          Net property and equipment                           901.1             845.7
                                                          ----------        ----------

Other assets                                                    21.8              20.7
                                                          ----------        ----------

                                                          $  1,006.7        $  1,004.9
                                                          ==========        ==========

Liabilities and Stockholders' Equity
- ------------------------------------

Liabilities

     Accounts payable                                     $     18.7        $     14.7
     Accrued interest expense                                    7.0               5.6
     Other accrued expenses                                     46.5              53.8
     Debt                                                      400.3             434.6
     Deferred income taxes                                     180.5             165.7
                                                          ----------        ----------
          Total liabilities                                    653.0             674.4
                                                          ----------        ----------

Committments and Contingencies

Stockholders' Equity

     Common Stock, par value $.50 per share; authorized:
       30,000,000 shares; issued and outstanding;
       16,957,078 shares at March 31, 1995
       and 16,939,616 at September 30, 1994                      8.5               8.5
     Capital in excess of par value                            125.6             125.3
     Retained earnings                                         224.3             196.6
     Cumulative translation adjustment                          (4.7)              0.1
                                                          ----------        ----------

          Total stockholders' equity                           353.7             330.5
                                                          ----------        ----------

                                                          $  1,006.7        $  1,004.9
                                                          ==========        ==========
<FN>

(1)   Derived from XTRA Corporation's audited September 30, 1994 financial statements.

</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                       4
<PAGE>   5

<TABLE>

                                         XTRA CORPORATION AND SUBSIDIARIES
                                           CONSOLIDATED INCOME STATEMENTS
                                         ----------------------------------
                              (Millions of dollars except per share and share amounts)
                                                    (Unaudited)

<CAPTION>
                                                     THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                          MARCH 31,                           MARCH 31,
                                                --------------------------           ---------------------------
                                                   1995            1994                 1995              1994
                                                ----------      ----------           ----------       ---------- 
<S>                                             <C>             <C>                  <C>             <C>
Revenues                                        $    87.1       $    82.7            $    183.4      $    171.3

Operating Expenses
     Depreciation on rental equipment                26.3            24.1                  52.3            47.0
     Rental equipment lease financing                 0.5             1.5                   1.0             5.1
     Rental equipment operating expense              20.7            20.3                  41.4            39.8
     Selling & administrative expense                 8.2             7.6                  16.2            14.8
                                                ---------       ---------            ----------      ---------- 

                                                     55.7            53.5                 110.9           106.7
                                                ---------       ---------            ----------      ---------- 

          Operating income                           31.4            29.2                  72.5            64.6

Interest Expense                                      8.1             8.2                  16.5            16.7
                                                ---------       ---------            ----------      ---------- 

          Income from operations before
             provision for income taxes              23.3            21.0                  56.0            47.9

Provision for Income Taxes                            9.7             8.7                  23.2            19.9
                                                ---------       ---------            ----------      ---------- 

Net Income                                      $    13.6       $    12.3            $     32.8      $     28.0
                                                =========       =========            ==========      ==========


Net income per share of common stock -
       primary and fully diluted                $    0.80       $    0.72            $     1.92      $     1.65

Weighted average number of fully diluted
      common shares outstanding (in thousands)  $  17,041          17,015                17,040          17,014



     Cash dividends declared                    $    0.16       $    0.14            $     0.30      $     0.26
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                       5
<PAGE>   6

<TABLE>

                       XTRA CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                   -----------------------------------------
                             (MILLIONS OF DOLLARS)
                                  (UNAUDITED)

<CAPTION>
                                                               SIX MONTHS ENDED
                                                                    MARCH 31,
                                                            ------------------------
                                                               1995           1994
                                                            ---------      ---------
<S>                                                         <C>            <C>
Cash Flows from Operating Activities:
  Net income                                                $   32.8       $   28.0
  Add non-cash income and expense items:
    Depreciation & amortization, net                            51.8           47.5
    Deferred income taxes                                       15.7           10.8
    Bad debt expense                                             2.0            2.5
  Add other cash items:
    Net change in receivables, other assets,
     payables and accrued expenses                               2.4            7.4
    Cash receipts from lease contracts receivable                9.2            8.8
    Recovery of property and equipment net book value           11.3            8.4
                                                            --------       --------

    Net cash provided by operating activities                  125.2          113.4
                                                            --------       --------

Cash Flows for Investing Activities:
  Additions to property and equipment                         (125.6)         (77.9)
                                                            --------       --------

    Cash used in investing activities                         (125.6)         (77.9)
                                                            --------       --------

Cash Flows for Financing Activities:
  Borrowings of long-term debt                                  37.0              -
  Payments of long-term debt                                   (70.9)         (25.4)
  Dividends paid                                                (5.1)          (4.4)
                                                            --------       --------

    Cash used in financing activities                          (39.0)         (29.8)
                                                            --------       --------

Net increase (decrease) in cash                                (39.4)           5.7
                                                            ========       ========

Cash at beginning of period                                     43.2            9.0
                                                            ========       ========

Cash at end of period                                            3.8           14.7
                                                            ========       ========


Total Interest Paid                                         $   17.4       $   15.4
                                                            ========       ========

Total Income Taxes Paid (net of refunds)                    $   10.6       $    6.8
                                                            ========       ========
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                       6
<PAGE>   7

<TABLE>
                                         XTRA CORPORATION AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                ---------------------------------------------------
                                   (MILLIONS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
                                                    (UNAUDITED)
                            
<CAPTION>
                                                         Common
                                                          Stock        Capital in                    Cumulative
                                                          $.50         Excess of      Retained       Translation
                                                        Par Value      Par Value      Earnings       Adjustment
                                                        ---------      ---------      --------       ----------
<S>                                                     <C>            <C>            <C>             <C>
Balance at September 30, 1993                           $    8.5       $   124.2      $   148.1       $   (0.5)


Net income                                                     -               -           57.6              -
Common Stock cash dividends
   declared at $.54 per share                                  -               -           (9.1)             -
Options exercised and related tax benefits, net
   of shares forfeited under restricted stock plan             -             1.1              -              -
Translation adjustment                                         -               -              -            0.6
                                                        --------       ---------      ---------       --------

Balance at September 30, 1994                           $    8.5       $   125.3      $   196.6       $    0.1



Net income                                                     -               -           32.8              -
Common Stock cash dividends
   declared at $.30 per share                                  -               -           (5.1)             -
Options exercised                                              -             0.3              -              -
Translation adjustment                                         -               -              -           (4.8)
                                                        --------       ---------      ---------       --------

Balance at March 31, 1995                               $    8.5       $   125.6      $   224.3       $   (4.7)
                                                        ========       =========      =========       ========
</TABLE>


 The accompanying notes are an integral part of these consolidated financial
statements.


                                                      7

<PAGE>   8

                       XTRA CORPORATION AND SUBSIDIARIES
                       ---------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

(1)      The consolidated financial statements include the accounts of XTRA
         Corporation and its wholly-owned subsidiaries ("the Company").  All
         material intercompany accounts and transactions have been eliminated.
         Certain amounts in prior period financial statements have been
         reclassified to be consistent with the current periods' presentation.

(2)      The effective income tax rates used in the interim financial
         statements are estimates of the fiscal years' rates.  The effective
         income tax rate for fiscal year 1994 was approximately 42%.  For the
         six months ended March 31, 1995, the Company has recorded a provision
         for income taxes using an estimated effective income tax rate of
         approximately 42%.  The Company's effective income tax rate for fiscal
         1994 and its estimated effective income tax rate for fiscal 1995 are
         higher than the statutory U.S. Federal income tax rate due primarily
         to state income taxes.

(3)      The Company's long-term debt includes a current portion of $29.8
         million at March 31, 1995 and $39.8 million at September 30, 1994.

(4)      On May 2, 1995, the Company announced that it reached an agreement in
         principle to acquire from Alexander & Baldwin, Inc., the assets of its
         wholly-owned subsidiary, Matson Leasing Company, Inc., a major lessor
         of marine containers.  Matson Leasing Company's assets consist
         primarily of a fleet of approximately 165,000 twenty-foot equivalent
         units and revenues for the twelve months ended December 31, 1994 were
         $64 million.  The total consideration, all cash, will amount to
         approximately $350 million, subject to certain adjustments.  The
         acquisition, which is expected to close by June 30, 1995, is subject
         to the completion of satisfactory due diligence, preparation of a
         definitive purchase agreement and other conditions typical in such
         transactions, including certain regulatory approvals.



                                       8
<PAGE>   9

<TABLE>

(5)      Effective September 1, 1994, the Company changed its corporate
         structure by establishing a new holding company, XTRA Missouri, Inc.,
         as an intermediate subsidiary between XTRA Corporation and XTRA, Inc.
         The condensed consolidated financial data for XTRA Missouri, Inc., a
         wholly owned subsidiary of XTRA Corporation included in the XTRA
         Corporation consolidated balance sheets dated March 31, 1995 and
         September 30, 1994 and income statements for the three months and six
         months ended March 31, 1995 is summarized below:

<CAPTION>
         Balance Sheet Data:                                          
         -----------------                                            March 31,               September 30,
         (Millions of Dollars)                                           1995                        1994
                                                                     ----------               -------------
         <S>                                                         <C>                       <C>
         Cash                                                        $      3.8                $      43.2
         Receivables, net                                                  80.2                       95.3
         Property and equipment, net                                      901.1                      845.7
         Other assets                                                      21.7                       20.7
                                                                     ----------                -----------
           Total assets                                              $  1,006.8                $   1,004.9
                                                                     ==========                ===========

         Other liabilities                                           $     73.9                $      75.5
         Debt                                                             400.3                      434.5
         Deferred income taxes                                            180.5                      165.7
                                                                     ----------                -----------
           Total liabilities                                              654.7                      675.7
                                                                     ----------                -----------
         Stockholders' equity                                             352.1                      329.2
                                                                     ----------                -----------
           Total liabilities and stockholders' equity                $  1,006.8                $   1,004.9
                                                                     ==========                ===========
         Income Statement Data:
         ----------------------
         (Millions of Dollars)

         For the three months ended March 31,                            1995
                                                                      ----------
         Revenues                                                      $   87.1
         Income before provision for income taxes                          23.3
         Net income                                                        13.6
                                                                         
         For the six months ended March 31,                              1995
                                                                      ----------
         Revenues                                                      $  183.4
         Income before provision for income taxes                          56.0
         Net income                                                        32.8
</TABLE>


                                       9

<PAGE>   10

<TABLE>

(6)      The condensed consolidated financial data for XTRA, Inc., a
         wholly-owned subsidiary of XTRA Missouri, Inc. included in the XTRA
         Corporation consolidated balance sheets dated March 31, 1995 and
         September 30, 1994 and income statements for the three and six months
         ended March 31, 1995 and 1994 is summarized below:

<CAPTION>
         Balance Sheet Data:                                          March 31,                September 30,
         -------------------                   
         (Millions of Dollars)                                          1995                         1994
                                                                    -----------                -------------
         <S>                                                        <C>                         <C>
         Cash                                                       $       3.8                 $     43.2
         Receivables, net                                                  80.1                       95.4
         Property and equipment, net                                      898.3                      842.8
         Other assets                                                      21.7                       20.7
                                                                    -----------                 ----------
           Total assets                                             $   1,003.9                 $  1,002.1
                                                                    ===========                 ==========

         Other liabilities                                          $      73.9                 $     75.5
         Debt                                                             400.3                      434.6
         Deferred income taxes                                            180.5                      165.7
                                                                    -----------                 ----------
           Total liabilities                                              654.7                      675.8
                                                                    -----------                 ----------
         Stockholders' equity                                             349.2                      326.3
                                                                    -----------                 ----------
           Total liabilities and stockholders' equity               $   1,003.9                 $  1,002.1
                                                                    ===========                 ==========
<CAPTION>
         Income Statement Data:
         ----------------------
         (Millions of Dollars)

         For the three months ended March 31,                           1995                       1994
                                                                    -----------                 ----------
         Revenues                                                   $      87.1                 $     82.7
         Income before provision for income taxes                          23.3                       20.9
         Net income                                                        13.6                       12.3

         For the six months ended March 31,                             1995                       1994
                                                                    -----------                 ----------
         Revenues                                                   $     183.4                 $    171.2
         Income before provision for income taxes                          55.9                       47.8
         Net Income                                                        32.7                       28.0
</TABLE>

                                                     10
<PAGE>   11

                       XTRA CORPORATION AND SUBSIDIARIES
                       ---------------------------------

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    ---------------------------------------

                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 ---------------------------------------------


The Second Quarter of 1995
- --------------------------

Versus the Second Quarter of 1994
- ---------------------------------

Revenues
- --------

        Revenues are generated by leasing over-the-road and mobile storage
trailers, intermodal trailers, chassis and domestic containers.  Revenues are a
function of lease rates and working units; the latter depends on fleet size and
equipment utilization.

        Revenues increased by 5% or $4.4 million for the three months ended
March 31, 1995, over the same period a year ago.  Revenues derived by
over-the-road trailers increased primarily due to an increase in working units
as a result of a larger fleet size and an increase in average lease rates.
Revenues derived from intermodal trailers and containers were lower due to a
decrease in demand  in excess of normal expected seasonal reductions.  This
reduction experienced during the second quarter and continuing into the third
quarter is attributable to the softening economy, an increased supply of
equipment, and shifting traffic trends in the industry.  Less-than-truckload
carriers are moving more freight than ever before in the intermodal market, but
they are using more of their own equipment and leasing less equipment.  In
addition, the peso devaluation which began in December, has caused a severe
reduction in the southbound traffic into Mexico.

        In response to the decreased demand for intermodal equipment, the
Company has accelerated the disposition of older intermodal equipment resulting
in increased gains on sales.

<TABLE>

        The following table sets forth average equipment utilization and
average fleet size in units (including units leased in under operating leases)
during the three months ended March 31:

<CAPTION>                                  
                                             1995                1994
                                             ----                ----
           <S>                               <C>                 <C>
           Utilization                        85%                  89%
           Units                             128,000             121,600
</TABLE> 


                                    11
<PAGE>   12

Operating Expenses
- ------------------

        Total operating expenses increased by 4% or $2.2 million from the second
quarter of fiscal 1994.

        Depreciation expense increased by 9% or $2.2 million primarily due to an
increase in fleet size.

        Rental equipment lease financing expense decreased by 67% or $1.0
million primarily due to the purchase of previously leased in equipment.

        Rental equipment operating expense increased by 2% or $.4 million due
principally to higher repair and maintenance costs related to a larger working
fleet.

        Selling and administrative expense increased 8% or $.6 million primarily
due to increased costs related to management information systems.

Interest Expense
- ----------------

        Interest expense decreased by 1% or $.1 million for the three months
ended March 31, 1995, due to a decrease in the average effective interest rate
partially offset by an increase in average net debt outstanding.

Provision for Income Taxes
- --------------------------

        The effective income tax rates used in the interim financial statements
are estimates of the fiscal years' rates.  The effective income tax rate for
fiscal year 1994 was approximately 42%.  For the three months ended March 31,
1995, the Company has recorded a provision for income taxes using an estimated
effective income tax rate of approximately 42%.  The Company's effective income
tax rate for fiscal 1994 and its estimated effective income tax rate for fiscal
1995 are higher than the statutory U.S. Federal income tax rate due primarily
to state income taxes.



                                       12

<PAGE>   13

                       XTRA CORPORATION AND SUBSIDIARIES
                       ---------------------------------
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    ---------------------------------------
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 ---------------------------------------------

The Six Months Ended March 31, 1995
- -----------------------------------

Versus the Six Months Ended March 31, 1994
- ------------------------------------------

Revenues
- --------

        Revenues are generated by leasing over-the-road and mobile storage
trailers, intermodal trailers, chassis and domestic containers.  Revenues are a
function of lease rates and working units; the latter depends on fleet size and
equipment utilization.

        Revenues increased by 7% or $12.1 million for the six months ended 
March 31, 1995, over the same period a year ago.  Revenues derived by 
over-the-road trailers increased primarily due to an increase in working units
as a result of a larger fleet size and an increase in average lease rates. 
Revenues derived from intermodal trailers and containers were lower due to a
decrease in demand in excess of normal expected seasonal reductions.  This
reduction, experienced during the second quarter and continuing into the third
quarter is attributable to the softening economy, an increased supply of
equipment, and shifting traffic trends in the industry.  Less-than-truckload
carriers are moving more freight than ever before in the intermodal market, but
they are using more of their own equipment and leasing less equipment.  In
addition, the peso devaluation which began in December, has caused a severe
reduction in the southbound traffic into Mexico.

        In response to the decreased demand for intermodal equipment, the
Company has accelerated the disposition of older intermodal equipment resulting
in increased gains on sales.

<TABLE>

        The following table sets forth average equipment utilization and
average fleet size in units (including units leased in under operating leases)
during the six months ended March 31:

<CAPTION>
                                 1995                1994
                                 ----                ----
           <S>                   <C>                 <C>
           Utilization            89%                  91%
           Units                 128,000             121,700
</TABLE>



                                       13
<PAGE>   14

Operating Expenses
- ------------------

        Total operating expenses increased by 4% or $4.2 million from the same
period of fiscal 1994.

        Depreciation expense increased by 11% or $5.3 million primarily due to
an increase in fleet size.

        Rental equipment lease financing expense decreased by 80% or $4.1
million primarily due to the purchase of previously leased in equipment.

        Rental equipment operating expense increased by 4% or $1.6 million due
principally to higher repair and maintenance costs related to a larger working
fleet.

        Selling and administrative expense increased 9% or $1.4 million
principally due to increased costs related to management information systems.

Interest Expense
- ----------------

Interest expense decreased by 1% or $.2 million for the six months ended
March 31, 1995, due to a decrease in the average effective interest rate
partially offset by an increase in average net debt outstanding.

Provision for Income Taxes
- --------------------------

        The effective income tax rates used in the interim financial statements
are estimates of the fiscal years' rates.  The effective income tax rate for
fiscal year 1994 was approximately 42%.  For the six months ended March 31,
1995, the Company has recorded a provision for income taxes using an estimated
effective income tax rate of approximately 42%.  The Company's effective income
tax rate for fiscal 1994 and its estimated effective income tax rate for fiscal
1995 are higher than the statutory U.S. Federal income tax rate due primarily
to state income taxes.


Liquidity and Capital Resources
- -------------------------------

        During the six months ended March 31, 1995, the Company generated cash
flows from operations of $125 million.  During the same period XTRA invested
$125 million in property and equipment and paid dividends of $5 million.  Net
debt outstanding (debt less cash) increased $5 million.


                                       14
<PAGE>   15

        As of May 2, 1995, committed capital expenditures for fiscal 1995 
amount to approximately $314 million, including the $126 million expended in 
the first two quarters.

        On May 2, 1995, XTRA's Board of Directors declared a quarterly cash
dividend of $.16 per share, payable on May 31, 1995, to stockholders of record
on May 17, 1995.

        On January 26, 1995, XTRA's Board of Directors authorized the
repurchase, from time to time, of up to $100 million of XTRA's common stock.
The shares may be purchased in the open market, through block or privately
negotiated transactions.  The timing of the repurchases, which could occur over
an extended period of time, will depend on price, market conditions and other
factors.  The repurchase program could be financed from cash flows from
operations and other corporate borrowings.  Subsequent to March 31, 1995, the
Company repurchased  $9 million of common stock.

        In March 1995, the Company issued $37 million in Medium-Term Notes with
a weighted average life of 7.5 years and an average interest rate of 8%.  As of
April 28, 1995, $410 million remains available for issuance under the shelf
registration.

        At April 28, 1995, the Company had $70 million of unused credit
available under its Revolving Credit Agreements.



                                       15
<PAGE>   16

                          Part II - OTHER INFORMATION
                          ---------------------------


Item 5.  Other Information
- --------------------------


        On May 2, 1995, the Company announced that it reached an agreement in
principle to acquire from Alexander & Baldwin, Inc., the assets of its
wholly-owned subsidiary, Matson Leasing Company, Inc., a major lessor of marine
containers.  Matson Leasing Company's assets consist primarily of a fleet of
approximately 165,000 twenty-foot equivalent units and revenues for the twelve
months ended December 31, 1994 were $64 million.  The total consideration, all
cash, will amount to approximately $350 million, subject to certain     
adjustments.  The acquisition, which is expected to close by June 30, 1995, is
subject to the completion of satisfactory due diligence, preparation of a
definitive purchase agreement and other conditions typical in such transactions,
including certain regulatory approvals. The Company currently intends to
finance the purchase price by means of a credit agreement to be negotiated with
a group of banks.



                                       16
<PAGE>   17

                          Part II - OTHER INFORMATION
                          ---------------------------


Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------

<TABLE>

         (a) Exhibits
         ------------

<CAPTION>

Exhibit No.      Description
- -----------      -----------
   <S>           <C>
   11.1          Statement of the calculation of earnings per share for the three and six 
                 months ended March 31, 1995 and 1994.

   12.1          Statement of the calculation of earnings to fixed charges for the six 
                 months ended March 31, 1995 and 1994 for XTRA Corporation.

   12.2          Statement of the calculation of earnings to fixed charges for the six 
                 months ended March 31, 1995 for XTRA Missouri, Inc.

   12.3          Statement of the calculation of earnings to fixed charges for the six  
                 months ended March 31, 1995 and 1994 for XTRA, Inc.

   27            Financial Data Schedule.

  (b)  Reports of Form 8-K
  ------------------------

                 No reports of Form 8-K have been filed during the quarter for which this 
                 report is filed.
</TABLE>


                                       17

<PAGE>   18
                                   SIGNATURES


        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 thereunto duly authorized.



                                                XTRA CORPORATION         
                                         --------------------------------
                                                   (Registrant)





Date:  May 11, 1995                           /s/ Michael J. Soja        
       ------------                      --------------------------------
                                              Michael J. Soja
                                              Vice President and
                                                Chief Financial Officer





Date:   May 11, 1995                          /s/ Robert B. Blakeley     
        ------------                     --------------------------------
                                              Robert B. Blakeley
                                              Controller and
                                              Chief Accounting Officer




                                       18

<PAGE>   19



                            EXHIBIT INDEX



<TABLE>


<CAPTION>

Exhibit No.     Description
- -----------     -----------
   <S>          <C>
   11.1         Statement of the calculation of earnings per share for the three and six 
                months ended March 31, 1995 and 1994.    

   12.1         Statement of the calculation of earnings to fixed charges for the six 
                months ended March 31, 1995 and 1994 for XTRA Corporation.   

   12.2         Statement of the calculation of earnings to fixed charges for the six 
                months ended March 31, 1995 for XTRA Missouri, Inc. 

   12.3         Statement of the calculation of earnings to fixed charges for the six 
                months ended March 31, 1995 and 1994 for XTRA, Inc. 

   27           Financial Data Schedule.


</TABLE>

                                      19

<PAGE>   1

<TABLE>
                                                                                                               Exhibit 11.1

                                                         XTRA CORPORATION
                              EARNINGS PER SHARE AND WEIGHTED AVERAGE SHARES OUTSTANDING CALCULATION
                                    FOR THE THREE AND SIX MONTHS ENDED  MARCH 31, 1995 AND 1994
                                          (MILLIONS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
                                                            (UNAUDITED)


<CAPTION>
                                                                      Three Months Ended               Six Months Ended
                                                                           March 31,                       March 31,            
                                                                     --------------------            --------------------       
                                                                     1995            1994            1995            1994
                                                                     ----            ----            ----            ----
<S>                                                                <C>            <C>              <C>             <C>
Net Income                                                         $   13.6       $   12.3         $   32.8        $   28.0
                                                                   ========       ========         ========        ========

Weighted average number of fully diluted common
     shares outstanding (in thousands)                               17,041         17,015           17,040          17,014


Earnings per common and
     dilutive common equivalent share                              $   0.80       $   0.72             1.92        $   1.65
                                                                   ========       ========         ========        ========


Computation of Primary Shares Outstanding (in thousands)                                                                        
- --------------------------------------------------------                                                                        

Weighted average common shares outstanding                           16,952         16,881           16,947          16,879


Common stock equivalents for primary EPS:                                89            134               90             132
                                                                   --------       --------         --------        --------


Weighted average number of common
     shares outstanding (primary)                                    17,041         17,015           17,037          17,011
                                                                   ========       ========         ========        ========


Computation of Fully Diluted Shares Outstanding (in thousands)                                                                  
- --------------------------------------------------------------                                                                  

Weighted average common shares outstanding                           16,952         16,881           16,947          16,879


Common stock equivalents for fully diluted EPS:                          89            134               93             135
                                                                   --------       --------         --------        --------


Weighted average number of common
     shares outstanding (fully diluted)                              17,041         17,015           17,040          17,014
                                                                   ========       ========         ========        ========
</TABLE>


<PAGE>   1

<TABLE>
                                                                                   EXHIBIT 12.1


                                                XTRA CORPORATION
                            STATEMENT OF THE CALCULATION OF EARNINGS TO FIXED CHARGES
                            ---------------------------------------------------------
                                FOR THE SIX MONTHS ENDED MARCH 31, 1995 AND 1994
                                              (MILLIONS OF DOLLARS)
                                                   (UNAUDITED)


<CAPTION>
                                                                          1995             1994
                                                                          ----             ----
  <S>                                                                  <C>              <C>
  EARNINGS
  Income from operations before provision for income taxes             $   56.0         $   47.9
    Add: Fixed charges (below)                                             16.7             18.5
                                                                       --------         --------
                                                                       $   72.7         $   66.4
                                                                       ========         ========

  FIXED CHARGES
    Interest expense                                                   $   16.5         $   16.7
    Interest portion of rent expense                                        0.2              1.8
                                                                       --------         --------
                                                                       $   16.7         $   18.5
                                                                       ========         ========




    Ratio of Earnings to Fixed Charges                                      4.4              3.6
                                                                       ========         ========
<FN>

Note:  For purposes of computing the ratio of earnings to fixed charges, "earnings" represents income from 
       operations before taxes plus fixed charges. "Fixed charges" for operations consist of interest on
       indebtedness and the portion of rental expense which represents interest.

</TABLE>



<PAGE>   1

<TABLE>
                                                                          EXHIBIT 12.2



                                   XTRA MISSOURI, INC.
                STATEMENT OF THE CALCULATION OF EARNINGS TO FIXED CHARGES
                ---------------------------------------------------------
                         FOR THE SIX MONTHS ENDED MARCH 31, 1995
                                  (MILLIONS OF DOLLARS)
                                       (UNAUDITED)


<CAPTION>
                                                                          1995 
                                                                       --------
  <S>                                                                  <C>
  EARNINGS
  Income from operations before provision for income taxes             $   56.0
    Add: Fixed charges (below)                                             16.7
                                                                       --------
                                                                       $   72.7
                                                                       ========

  FIXED CHARGES
    Interest expense                                                   $   16.5
    Interest portion of rent expense                                        0.2
                                                                       --------
                                                                       $   16.7
                                                                       ========


    Ratio of Earnings to Fixed Charges                                      4.4
                                                                       ========
<FN>

Note:  For purposes of computing the ratio of earnings to fixed charges, "earnings" represents income from 
       operations before taxes plus fixed charges. "Fixed charges" for operations consist of interest on
       indebtedness and the portion of rental expense which represents interest.

</TABLE>


<PAGE>   1

<TABLE>
                                                                                     EXHIBIT 12.3

                                        XTRA, INC.
                STATEMENT OF THE CALCULATION OF EARNINGS TO FIXED CHARGES
                ---------------------------------------------------------
                     FOR THE SIX MONTHS ENDED MARCH 31, 1995 AND 1994
                                  (MILLIONS OF DOLLARS)
                                       (UNAUDITED)

<CAPTION>
                                                                          1995            1994
                                                                          ----            ----
  <S>                                                                  <C>              <C>
  EARNINGS
  Income from operations before provision for income taxes             $   56.0         $   47.9
    Add: Fixed charges (below)                                             16.7             18.5
                                                                       --------         --------
                                                                       $   72.7         $   66.4
                                                                       ========         ========

  FIXED CHARGES
    Interest expense                                                   $   16.5         $   16.7
    Interest portion of rent expense                                        0.2              1.8
                                                                       --------         --------
                                                                       $   16.7         $   18.5
                                                                       ========         ========



    Ratio of Earnings to Fixed Charges                                      4.4              3.6
                                                                       ========         ========
<FN>

Note:  For purposes of computing the ratio of earnings to fixed charges, "earnings" represents income from 
       operations before taxes plus fixed charges. "Fixed charges" for operations consist of interest on
       indebtedness and the portion of rental expense which represents interest.

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF XTRA CORPORATION FOR THE QUARTER 
ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<EXCHANGE-RATE>                                      1
<CASH>                                           3,800
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       1,350,100
<DEPRECIATION>                                 449,000
<TOTAL-ASSETS>                               1,006,700
<CURRENT-LIABILITIES>                                0
<BONDS>                                        400,300
<COMMON>                                         8,500
                                0
                                          0
<OTHER-SE>                                     345,200
<TOTAL-LIABILITY-AND-EQUITY>                 1,006,700
<SALES>                                              0
<TOTAL-REVENUES>                                87,100
<CGS>                                                0
<TOTAL-COSTS>                                   55,700
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               8,100
<INCOME-PRETAX>                                 23,300
<INCOME-TAX>                                     9,700
<INCOME-CONTINUING>                             13,600
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    13,600 
<EPS-PRIMARY>                                     0.80
<EPS-DILUTED>                                     0.80
        

</TABLE>


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