<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended June 30, 1995
--------------------------------------------
Commission File Number 1-7654
--------------------------------------------
XTRA CORPORATION
- -------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 06-0954158
- ---------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
60 State Street, Boston, Massachusetts 02109
- -------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(617) 367-5000
- -------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- -------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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.
<TABLE>
<S> <C>
Class Outstanding at August 2, 1995
- ------------------------ -----------------------------
Common Stock, Par Value 16,820,401
$.50 Per Share
</TABLE>
<PAGE> 2
XTRA CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
Part I. Financial Information
Management Representation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets
June 30, 1995 and September 30, 1994 . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Income Statements
For the Three and Nine Months Ended
June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Consolidated Statements of Cash Flows
For the Nine Months Ended
June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Consolidated Statements of Stockholders' Equity
For the Period September 30, 1993
Through June 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . 8 - 11
Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . 12 - 18
Part II. Other Information
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . 19
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . 20
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</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 of
non-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
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Millions of dollars except per share and share amounts)
<TABLE>
<CAPTION>
June 30,
1995 September 30,
(unaudited) 1994 (1)
------------ -------------
Assets
<S> <C> <C>
Cash $ 5.9 $ 43.2
Trade receivables, net 58.7 54.0
Lease contracts receivable 34.6 41.3
Property and equipment, at cost
Revenue equipment 1,733.2 1,223.2
Land, buildings and other 62.2 50.5
-------- --------
1,795.4 1,273.7
Less - Accumulated depreciation (457.5) (428.0)
-------- --------
Net property and equipment 1,337.9 845.7
-------- --------
Other assets 22.3 20.7
-------- --------
$1,459.4 $1,004.9
======== ========
Liabilities and Stockholders' Equity
Liabilities
Accounts payable $ 6.1 $ 14.7
Accrued interest expense 4.5 5.6
Other accrued expenses 52.6 53.8
Debt 857.0 434.6
Deferred income taxes 182.7 165.7
-------- --------
Total liabilities 1,102.9 674.4
-------- --------
Committments and Contingencies
Stockholders' Equity
Common Stock, par value $.50 per share;
authorized: 30,000,000 shares; issued
and outstanding; 16,764,401 shares at
June 30, 1995 and 16,939,616 at September
30, 1994 8.4 8.5
Capital in excess of par value 117.1 125.3
Retained earnings 233.4 196.6
Cumulative translation adjustment (2.4) 0.1
-------- --------
Total stockholders' equity 356.5 330.5
-------- --------
$1,459.4 $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
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(Millions of dollars except per share and share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
---------------------------- -----------------------------
1995 1994 1995 1994
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Revenues $ 86.3 $ 90.0 $ 269.6 $ 261.2
Operating Expenses
Depreciation on rental equipment 27.8 24.6 80.0 71.5
Rental equipment lease financing 0.4 1.3 1.4 6.4
Rental equipment operating expense 20.6 22.8 62.0 62.6
Selling & administrative expense 8.4 8.1 24.7 22.9
------------ ------------ ------------- -------------
57.2 56.8 168.1 163.4
------------ ------------ ------------- -------------
Operating income 29.1 33.2 101.5 97.8
Interest Expense 9.0 8.3 25.4 25.0
------------ ------------ ------------- -------------
Income from operations before
provision for income taxes 20.1 24.9 76.1 72.8
Provision for Income Taxes 8.3 10.3 31.6 30.2
------------ ------------ ------------- -------------
Net Income $ 11.8 $ 14.6 $ 44.5 $ 42.6
============ ============ ============= ============
Net income per share of common stock -
primary and fully diluted $ 0.70 $ 0.86 $ 2.62 $ 2.50
Weighted average number of fully diluted
common shares outstanding
(in thousands) 16,860 17,024 16,979 17,018
Cash dividends declared $ 0.16 $ 0.14 $ 0.46 $ 0.40
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 6
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
----------------------------
1995 1994
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 44.5 $ 42.6
Add non-cash income and expense items:
Depreciation & amortization, net 76.7 73.0
Deferred income taxes 17.4 16.5
Bad debt expense 2.7 3.3
Add other cash items:
Net change in receivables, other assets,
payables and accrued expenses (19.7) 16.6
Cash receipts from lease contracts receivable 14.0 13.2
Recovery of property and equipment net book value 21.3 15.7
------------- -------------
Net cash provided by operating activities 156.9 180.9
------------- -------------
Cash Flows for Investing Activities:
Additions to property and equipment (235.4) (189.9)
Acquisition of certain net assets of Matson Leasing Co., Inc. (361.9) -
------------- -------------
Cash used in investing activities (597.3) (189.9)
------------- -------------
Cash Flows for Financing Activities:
Borrowings of long-term debt 455.0 79.6
Payments of long-term debt (35.4) (39.3)
Repurchase of common stock (8.8) -
Dividends paid (7.7) (6.7)
------------- -------------
Cash provided by financing activities 403.1 33.6
------------- -------------
Net increase (decrease) in cash (37.3) 24.6
============= =============
Cash at beginning of period 43.2 9.0
============= =============
Cash at end of period 5.9 33.6
============= =============
Total Interest Paid $ 25.8 $ 24.8
============= =============
Total Income Taxes Paid (net of refunds) $ 16.6 $ 10.0
============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE> 7
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Millions of dollars except per share amounts)
(Unaudited)
<TABLE>
<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 - - 44.5 -
Common Stock cash dividends
declared at $.46 per share - - (7.7) -
Options exercised and related tax benefits - 0.5 - -
Common stock repurchased (0.1) (8.7)
Translation adjustment - - - (2.5)
----------- ------------- ------------- -------------
Balance at June 30, 1995 $ 8.4 $ 117.1 $ 233.4 $ (2.4)
=========== ============= ============= =============
</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
nine months ended June 30, 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 $59
million at June 30, 1995 and $40 million at September 30, 1994.
(4) On June 30, 1995, the Company completed the previously announced
acquisition of certain of the net assets of Matson Leasing Company,
Inc., a wholly-owned subsidiary of Matson Navigation Company, Inc.,
which in turn is a wholly-owned subsidiary of Alexander & Baldwin,
Inc. Matson Leasing Company's net assets consist primarily of
approximately 170,000 twenty-foot equivalent units. The total
consideration paid, all cash, was approximately $360 million, which
included approximately $10 million for recently purchased containers.
The transaction was accounted for as a purchase. While the Company
has not yet finalized the purchase price allocation, substantially
all has been allocated to property and equipment.
In connection with the acquisition, the Company's two revolving
credit agreements were replaced with a $590 million term loan and
revolving credit agreement with an expanded bank group. The Company
used approximately $160 million of the new revolver commitments to
replace the borrowings committed under the previous revolving credit
agreement and approximately $360 million to finance the acquisition.
8
<PAGE> 9
The unaudited pro forma condensed consolidated income statements of
the Company, as if Matson Leasing had been acquired on October 1,
1993 and 1994 are as follows:
<TABLE>
<CAPTION>
For the nine months ended June 30, 1995 1994
---- ----
(Millions of dollars except per share amounts)
<S> <C> <C>
Revenues $ 323.5 $ 307.3
Net income 48.1 44.1
Fully diluted earnings per common share $ 2.83 $ 2.59
</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 June 30, 1995 and
September 30, 1994 and income statements for the three months and nine
months ended June 30, 1995 is summarized below:
<TABLE>
<CAPTION>
Balance Sheet Data: June 30, September 30,
(Millions of Dollars) 1995 1994
--------- ------------
<S> <C> <C>
Cash $ 5.9 $ 43.2
Receivables, net 92.1 95.3
Property and equipment, net 1,337.9 845.7
Other assets 22.2 20.7
-------- --------
Total assets $1,458.1 $1,004.9
======== ========
Other liabilities $ 63.8 $ 75.5
Debt 857.0 434.5
Deferred income taxes 182.7 165.7
-------- --------
Total liabilities 1,103.5 675.7
-------- --------
Stockholders' equity 354.6 329.2
-------- --------
Total liabilities and stockholders' equity $1,458.1 $1,004.9
======== ========
</TABLE>
9
<PAGE> 10
Income Statement Data:
(Millions of Dollars)
<TABLE>
<CAPTION>
For the three months ended June 30, 1995
------
<S> <C>
Revenues $ 86.3
Income before provision for income taxes 20.1
Net income 11.8
For the nine months ended June 30, 1995
------
Revenues $269.6
Income before provision for income taxes 76.1
Net income 44.5
</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 June 30, 1995 and
September 30, 1994 and income statements for the three and nine months
ended June 30, 1995 and 1994 is summarized below:
<TABLE>
<CAPTION>
Balance Sheet Data:
------------------
June 30, September 30,
(Millions of Dollars) 1995 1994
--------- -------------
<S> <C> <C>
Cash $ 5.9 $ 43.2
Receivables, net 91.8 95.4
Property and equipment, net 1,335.1 842.8
Other assets 22.3 20.7
-------- --------
Total assets $1,455.1 $1,002.1
======== ========
Other liabilities $ 63.7 $ 75.5
Debt 857.0 434.6
Deferred income taxes 182.7 165.7
-------- --------
Total liabilities 1,103.4 675.8
-------- --------
Stockholders' equity 351.7 326.3
-------- --------
Total liabilities and stockholders' equity $1,455.1 $1,002.1
======== ========
</TABLE>
10
<PAGE> 11
Income Statement Data:
(Millions of Dollars)
<TABLE>
<CAPTION>
For the three months ended June 30, 1995 1994
------ ------
<S> <C> <C>
Revenues $ 86.3 $ 90.0
Income before provision for income taxes 20.1 24.9
Net income 11.8 14.6
For the nine months ended June 30, 1995 1994
------ ------
Revenues $269.6 $261.3
Income before provision for income taxes 76.1 72.8
Net income 44.5 42.6
</TABLE>
11
<PAGE> 12
XTRA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Third Quarter of 1995
Versus the Third Quarter of 1994
On June 30, 1995, the Company completed the acquisition of certain net
assets of Matson Leasing Company, Inc. (see Note 4 of the Notes to Consolidated
Financial Statements). The discussion does not reflect the acquisition and
accordingly, the results described below may not be indicative of future
results.
Revenues and Changes in Business Conditions
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 decreased by 4% or $3.7 million for the three months ended
June 30, 1995, over the same period a year ago. Revenues derived from
intermodal trailers and domestic containers were lower due to decreased demand,
in excess of normal expected seasonal reductions. This reduction in working
units experienced since the second 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.
The overall decrease in intermodal revenue was partially offset by
revenues derived by over-the-road trailers, which increased primarily due to an
increase in working units as a result of a larger fleet size and an increase in
average lease rates.
12
<PAGE> 13
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 June 30:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Utilization 83% 94%
Units 129,200 122,900
</TABLE>
Historically, the Company's third quarter has represented a low point
in utilization rates and, therefore profitability. However, in fiscal 1994,
the Company experienced record demand for its transportation equipment as a
result of favorable industry conditions and a growing economy. During the
early portion of the fourth quarter of fiscal 1995, equipment utilization has
remained at levels similar to the quarter ended June 30, 1995. Therefore,
equipment utilization for the entire fourth quarter of fiscal 1995 is not
expected to approach the very high levels of the fourth quarter of fiscal 1994.
Operating Expenses
Operating expenses in total were relatively unchanged from the third
quarter of fiscal 1994.
Depreciation expense increased by 13% or $3.2 million primarily due
to an increase in fleet size.
Rental equipment operating expense decreased by 10% or $2.2 million
due principally to lower repair, maintenance and tire costs associated with
the reduction in the number of working units.
Interest Expense
Interest expense increased by 8% or $.7 million for the three months
ended June 30, 1995, due to an increase in average net debt outstanding
partially offset by a decrease in the average effective interest rate.
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
June 30, 1995, the Company has recorded a provision for income taxes using an
estimated effective income tax rate of approximately 42%. The Company's
13
<PAGE> 14
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.
14
<PAGE> 15
XTRA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Nine Months Ended June 30, 1995
Versus the Nine Months Ended June 30, 1994
On June 30, 1995, the Company completed the acquisition of certain net
assets of Matson Leasing Company, Inc. (see Note 4 of the Notes to Consolidated
Financial Statements). The discussion does not reflect the acquisition and
accordingly, the results described below may not be indicative of future
results.
Revenues and Changes in Business Conditions
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 3% or $8.4 million for the nine months ended
June 30, 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 domestic containers were
lower due to a decrease in demand, in excess of normal expected seasonal
reductions. This reduction in working units, experienced since the second
quarter of fiscal 1995, 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.
15
<PAGE> 16
The following table sets forth average equipment utilization and
average fleet size in units (including units leased in under operating leases)
during the nine months ended June 30:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Utilization 87% 92%
Units 128,500 122,100
</TABLE>
Historically, the Company's second and third quarters have represented
low points in utilization rates and, therefore profitability. However, for
the nine months ended June 30, 1994, the Company experienced demand for its
transportation equipment in excess of historic equipment levels as a result of
favorable industry conditions and a growing economy. During the early portion
of the fourth quarter of fiscal 1995, equipment utilization has remained at
levels similar to the quarter ended June 30, 1995. Therefore, equipment
utilization rates for the entire fourth quarter of fiscal 1995 are not expected
to approach the very high levels of the fourth quarter of fiscal 1994.
Operating Expenses
Total operating expenses increased by 3% or $4.7 million from the same
period of fiscal 1994.
Depreciation expense increased by 12% or $8.5 million primarily due
to an increase in fleet size.
Rental equipment lease financing expense decreased by 78% or $5.0
million primarily due to the purchase of previously leased in equipment.
Selling and administrative expense increased 8% or $1.8 million
principally due to increased costs related to management information systems.
Interest Expense
Interest expense increased by 2% or $.4 million for the nine months
ended June 30, 1995, due to an increase in average net debt outstanding
partially offset by a decrease in the average effective interest rate.
16
<PAGE> 17
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 nine months ended
June 30, 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 nine months ended June 30, 1995, the Company generated cash
flows from operations of $157 million. During the same period, XTRA invested
$597 million in property and equipment (including the acquisition of certain
net assets of Matson Leasing Company, Inc. of $362 million). The Company also
paid dividends of $8 million and repurchased common stock of $9 million. Net
debt outstanding (debt less cash) increased $459 million.
As of August 1, 1995, committed capital expenditures for fiscal 1995,
excluding the $362 million acquisition, amount to approximately $343 million,
including $235 million expended in the first three quarters.
On August 1, 1995, XTRA's Board of Directors declared a quarterly cash
dividend of $.16 per share, payable on August 31, 1995, to stockholders of
record on August 15, 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. In the third quarter of fiscal
1995, the Company repurchased $9 million of common stock.
As of August 10, 1995, the Company issued, in fiscal 1995, $243
million in Medium-Term Notes with a weighted average life of 7.7 years and an
average interest rate of 7.1%. As of
17
<PAGE> 18
August 10, 1995, $204 million remains available for issuance under the
Company's existing shelf registration.
In connection with the acquisition, the Company's two revolving credit
agreements were replaced with a new $590 term loan and revolving credit
agreement with an expanded bank group. The Company used approximately $160
million of the new revolver commitments to replace the borrowings committed
under the previous revolving credit agreement and approximately $360 million to
finance the acquisition. After giving effect to the acquisition, the Company, as
of June 30, 1995, has approximately $70 million of unused Commitment available
under the Credit Agreement.
At August 10, 1995, the Company had $153 million of unused credit
available under its Revolving Credit Agreement.
18
<PAGE> 19
Part II - OTHER INFORMATION
Item 5. Other Information
On June 30, 1995, the Company completed the previously announced
acquisition of certain of the net assets of Matson Leasing Company, Inc., a
wholly-owned subsidiary of Matson Navigation Company, Inc., which in turn is a
wholly-owned subsidiary of Alexander & Baldwin, Inc. Matson Leasing Company's
net assets consist primarily of approximately 170,000 twenty-foot equivalent
units. The total consideration paid, all cash, was approximately $360
million, which included approximately $10 million for recently purchased
containers. While the Company has not yet finalized the purchase price
allocation, substantially all has been allocated to property and equipment.
In connection with the acquisition, the Company's two revolving credit
agreements were replaced with a $590 million term loan and revolving credit
agreement with an expanded bank group. The Company used approximately $160
million of the new revolver commitments to replace the borrowings committed
under the previous revolving credit agreement and approximately $360 million to
finance the acquisition.
19
<PAGE> 20
PART II - OTHER INFORMATION
<TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
11.1 Statement of the calculation of earnings per share for the
three and nine months ended June 30, 1995 and 1994.
12.1 Statement of the calculation of earnings to fixed charges for
the nine months ended June 30, 1995 and 1994 for XTRA
Corporation.
12.2 Statement of the calculation of earnings to fixed charges for
the nine months ended June 30, 1995 for XTRA Missouri, Inc.
12.3 Statement of the calculation of earnings to fixed charges for
the nine months ended June 30, 1995 and 1994 for XTRA, Inc.
27 Financial Data Schedule.
</TABLE>
(b) REPORTS OF FORM 8-K
The Company filed a Current Report of Form 8-K, dated
June 20, 1995, which reported the Company's agreement
to acquire certain net assets of Matson Leasing
Company, Inc, and disclosed the required pro forma and
historical financial information.
The Company filed a Current Report of Form 8-K, dated
July 14, 1995, which reported the completed acquisition
of certain net assets of Matson Leasing Company, Inc.
The Form 8-K includes as exhibits, the Asset Purchase
Agreement, the Credit Agreement, the Guaranty by XTRA
Corporation, and the Guaranty by XTRA Missouri Inc.
20
<PAGE> 21
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: August 11, 1995 /s/ Michael J. Soja
--------------------- -------------------------------------
Michael J. Soja
Vice President and
Chief Financial Officer
Date: August 11, 1995 /s/ Robert B. Blakeley
--------------------- -------------------------------------
Robert B. Blakeley
Controller and
Chief Accounting Officer
21
<PAGE> 22
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
11.1 Statement of the calculation of earnings per share for
the three and nine months ended June 30, 1995 and
1994.
12.1 Statement of the calculation of earnings to fixed
charges for the nine months ended June 30, 1995 and
1994 for XTRA Corporation.
12.2 Statement of the calculation of earnings to fixed
charges for the nine months ended June 30, 1995 for
XTRA Missouri, Inc.
12.3 Statement of the calculation of earnings to fixed
charges for the nine months ended June 30, 1995 and
1994 for XTRA, Inc.
27 Financial Data Schedule.
</TABLE>
22
<PAGE> 1
Exhibit 11.1
XTRA CORPORATION
EARNINGS PER SHARE AND WEIGHTED AVERAGE SHARES OUTSTANDING CALCULATION
For the three and nine months ended June 30, 1995 and 1994
(Millions of dollars except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
---------------------------- ------------ ------------
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Income $ 11.8 $ 14.6 $ 44.5 $ 42.6
============ ============ ============ ============
Weighted average number of fully diluted
common shares outstanding (in thousands) 16,860 17,024 16,979 17,018
Earnings per common and
dilutive common equivalent share $ 0.70 $ 0.86 2.62 $ 2.50
============ ============ ============ ============
Computation of Primary Shares Outstanding
(in thousands)
Weighted average common shares outstanding 16,775 16,914 16,890 16,890
Common stock equivalents for primary EPS: 85 109 88 125
------------ ------------ ------------ ------------
Weighted average number of common
shares outstanding (primary) 16,860 17,023 16,978 17,015
============ ============ ============ ============
Computation of Fully Diluted Shares Outstanding
(in thousands)
Weighted average common shares outstanding 16,775 16,914 16,890 16,890
Common stock equivalents for fully diluted EPS: 85 110 89 128
------------ ------------ ------------ ------------
Weighted average number of common
shares outstanding (fully diluted) 16,860 17,024 16,979 17,018
============ ============ ============ ============
</TABLE>
<PAGE> 1
Exhibit 12.1
XTRA CORPORATION
STATEMENT OF THE CALCULATION OF EARNINGS TO FIXED CHARGES
For the nine months ended June 30, 1995 and 1994
(Millions of dollars)
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
EARNINGS
Income from operations before provision for income taxes $ 76.1 $ 72.8
Add: Fixed charges (below) 25.7 27.1
------------ ------------
$ 101.8 $ 99.9
============ ============
FIXED CHARGES
Interest expense $ 25.4 $ 25.0
Interest portion of rent expense 0.3 2.1
------------ ------------
$ 25.7 $ 27.1
============ ============
Ratio of Earnings to Fixed Charges 4.0 3.7
============ ============
</TABLE>
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.
<PAGE> 1
Exhibit 12.2
XTRA MISSOURI, INC.
STATEMENT OF THE CALCULATION OF EARNINGS TO FIXED CHARGES
For the nine months ended June 30, 1995
(Millions of dollars)
(Unaudited)
<TABLE>
<CAPTION>
1995
----
<S> <C>
EARNINGS
Income from operations before provision for income taxes $ 76.1
Add: Fixed charges (below) 25.7
------------
$ 101.8
============
FIXED CHARGES
Interest expense $ 25.4
Interest portion of rent expense 0.3
------------
$ 25.7
============
Ratio of Earnings to Fixed Charges 4.0
============
</TABLE>
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.
<PAGE> 1
Exhibit 12.3
XTRA, INC.
STATEMENT OF THE CALCULATION OF EARNINGS TO FIXED CHARGES
For the nine months ended June 30, 1995 and 1994
(Millions of dollars)
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
EARNINGS
Income from operations before provision for income taxes $ 76.1 $ 72.8
Add: Fixed charges (below) 25.7 27.1
------------ ------------
$ 101.8 $ 99.9
============ ============
FIXED CHARGES
Interest expense $ 25.4 $ 25.0
Interest portion of rent expense 0.3 2.1
------------ ------------
$ 25.7 $ 27.1
============ ============
Ratio of Earnings to Fixed Charges 4.0 3.7
============ ============
</TABLE>
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.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF XTRA CORPORATION FOR THE PERIOD
ENDED JUNE 30, 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> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> JUN-30-1995
<EXCHANGE RATE> 1
<CASH> 5,900
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,795,400
<DEPRECIATION> 457,500
<TOTAL-ASSETS> 1,459,400
<CURRENT-LIABILITIES> 0
<BONDS> 857,000
<COMMON> 8,400
0
0
<OTHER-SE> 348,100
<TOTAL-LIABILITY-AND-EQUITY> 1,459,400
<SALES> 0
<TOTAL-REVENUES> 269,600
<CGS> 0
<TOTAL-COSTS> 168,100
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,400
<INCOME-PRETAX> 76,100
<INCOME-TAX> 31,600
<INCOME-CONTINUING> 44,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 44,500
<EPS-PRIMARY> 2.62
<EPS-DILUTED> 2.62
</TABLE>
