SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
--
|X | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-- SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1994
OR
--
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-- SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-8099
Trinity Industries Leasing Company
( Exact name of registrant as specified in its charter)
Delaware 75-1640393
(State of Incorporation) (I.R.S. Employer Identification No.)
2705 South State Street
Chicago Heights, IL 60411
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 758-8119
Securities Registered Pursuant to Section 12(b) of the Act
Name of each exchange
Title of each class on which registered
N/A N/A
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. --
|X |
--
The aggregate market value of voting stock held by nonaffiliates of the
Registrant is none as of March 31, 1994.
1,000
( Number of Shares of common stock outstanding as of May 27, 1994)
PART I
Item 1. Business.
General Development of Business. Trinity Industries Leasing Company,
(the "Registrant") was incorporated under the laws of the State of Texas in
1979. On April 4, 1988, the Registrant reorganized as a Delaware
corporation by Registrant's merger into a wholly-owned subsidiary of the
same name.
Narrative Description of Business and Financial Information About Industry
Segments. The Registrant is engaged in the business of leasing specialized
types of railcars, consisting of both tank railcars and hopper railcars, the
operation of river hopper barges, and the leasing of liquefied petroleum gas
("LPG") tanks, (the "Equipment"). The revenues and profits from LPG tank
leases are not significant to the operations of the Registrant and are
included in the Railcar Leasing segment for reporting purposes. At March
31, 1994, the Registrant had under lease 10,366
railcars, including 6,458 tank cars and 3,908 hopper cars, and operated 219
river hopper barges.
Included in railcars under lease are 1,839 railcars (1,388 tank cars and 451
hopper cars) that are owned by third parties and subleased to the
Registrant's customers. Substantially all of the Equipment is manufactured
by the Registrant's parent company, Trinity Industries, Inc. ("Trinity").
In addition to the overall condition of the United States economy, the
volume of Equipment purchased and leased by the Registrant depends upon
a number of factors, including the demand for Equipment manufactured by
Trinity, the cost and availability of funds to finance the purchase of
Equipment, Trinity's decisions to solicit orders for the purchase or lease of
Equipment and factors which may affect the decisions of Trinity's
customers as to whether to purchase or lease Equipment.
Both the decision by Trinity regarding whether to solicit orders from
customers for the purchase or lease of Equipment and the customer's
decision regarding whether to buy or lease the Equipment are influenced by
the relative abilities of Trinity (on a total enterprise basis) and the customer
to realize the benefit of accelerated tax depreciation associated with
ownership of the Equipment. The decision is also influenced by the relative
costs of funds to Trinity (on a total enterprise basis) and to the customer to
finance the purchase of the Equipment and the relative perceptions by
Trinity and the customer of the residual value of the Equipment at the end
of the lease term.
Other significant factors which may affect the decision of Trinity's
customers whether to lease or buy Equipment include the willingness of the
customer to commit its resources to finance the acquisition of the
Equipment and whether the customer expects that its need for the
Equipment will be short-term or long-term, which may be affected by the
nature of its industry.
Additional information concerning the Registrant's business and financial
information about industry segments is contained in this report under Item 7
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" on pages 6 through 8 and in the Financial Statements and
Notes to Financial Statements on pages 9 through 15.
Types of Leases. The Registrant uses the operating method to account
for its leases. The Registrant records its cost as an investment in the
Equipment leased. Depreciation expense is provided for financial reporting
purposes on the straight-line method over the estimated useful life of the
Equipment. For federal income tax purposes, depreciation expense is
provided using accelerated methods.
Operating leases may be either "full service" or "net" leases. Under full
service leases, the Registrant is responsible for the maintenance and repair
of the Equipment, modifications required to meet governmental or industry
safety or other standards, the costs of insuring the Equipment, and ad
valorem and other taxes. Under full service leases, the Registrant bears the
risk of an uninsured loss of the Equipment. Under net leases, these matters
are the responsibility of the lessee.
Railcar Leasing. The Registrant's railcars are leased to industrial
companies in the petroleum, chemical, grain, food processing, fertilizer and
other industries which supply their own railcars to the railroads. The
practice of United States railroads using privately-owned railcars developed
because many types of commodity shipments were best handled in
specialized railcars. The railroads either did not or were not in a position to
supply these specialized railcars to shippers, and railcar leasing companies
have come into existence as a result. Federal laws and regulations provide
that it is the duty of common carrier railroads to furnish such railcars as may
be reasonably necessary for the transportation of all commodities they hold
themselves out as carrying, except that they have no obligation to supply
tank railcars and no right to exclude tank railcars provided to shippers for
loading on the railroads' lines. Railroads also have the exclusive right to
furnish railcars other than tank railcars. Use of other privately-owned
railcars is, therefore, optional with the railroads, and they are not required
to use them if they are able to furnish railcars of their own. The approval of
the railroad on which privately-owned railcars (other than tank railcars) are
to be used is required before such railcars may be placed in service or
assigned to handle traffic. The approval, known as OT-5, is obtained fairly
easily in periods of railcar shortages, but in periods of oversupply, railroads
may cancel OT-5 approvals or decline to grant new approvals.
The number of railcars purchased in each of the last five fiscal years and
all railcars purchased as a group prior to fiscal 1990 with the remaining
economic life of the railcars in the lease fleet are detailed below. The
remaining economic life for railcars purchased prior to fiscal 1990 is based
on a weighted average. Some prior year totals have been adjusted to more
accurately reflect amounts presented in the fiscal 1993 report.
Prior to
Year of purchase 1994 1993 1992 1991 1990 1990
Tank Cars 125 637 548 387 170 3,203
Remaining economic life 30 29 28 27 26 20
Hopper Cars 239 459 307 270 0 2,182
Remaining economic life 25 24 23 22 21 12
The terms of the Registrant's railcar leases predominantly vary from one
to fifteen years and provide for fixed monthly rentals, with an additional
mileage charge when usage exceeds a specified maximum. The average
remaining lease term for the fleet is approximately 6 years for tank cars and
5 years for hopper cars. Under full service leases, if the Registrant makes a
modification required by governmental or industry standards, the monthly
car rental is increased on the basis of a prescribed formula.
The Registrant has the responsibility for maintaining its railcars in good
condition and repair in accordance with the interchange rules of the
Association of American Railroads ("AAR"). The AAR rules governing
railroad equipment require the railroads to be responsible for the condition of
railcars traveling on their lines and, accordingly, the railroads are entitled
to make all repairs on such railcars. The cost of repairs is governed by AAR
guidelines. Although most railroads generally have the capability to make
repairs, they usually prefer to limit their involvement to routine maintenance.
If a railroad chooses not to repair a car, the Registrant is notified and makes
arrangements for one of its facilities or another private maintenance facility
to perform the necessary repairs. Written estimates are required from all
repair facilities prior to the repair being performed.
Maintenance and repair of new railcars is normally minor in nature and
cost. Typical repairs include replacement of brake shoes, repairs of safety
equipment, testing of air brake equipment and replacement of wheels. As
the railcars age, the frequency of repair and maintenance and the associated
expenses normally increase. Most maintenance and repair expenses are a
result of a combination of circumstances, including the number of miles
traveled, condition of railroad tracks traveled, condition of the roadbed,
terrain traveled, weight, nature and balance of cargo, train handling
(including speed and coupling procedures) and loading and unloading
methods. As the railcars age, increased maintenance and repair expenses
may have an effect on the Registrant's results of operations.
Barge Operations. Most freight moving on the more than 25,000 miles of
United States inland waterways is carried in unmanned, non self-propelled
river barges concentrated in groups or strings and either pushed by tugboat
or pulled by towboat. Tank barges and hopper barges are the two principal
types of barges in use on the inland waterways. Hopper barges are used to
transport solid commodities in bulk or packages.
The Registrant owns 219 river hopper barges (the "Barges") which are
operated under an agreement which provides for management of the barges.
The barges are generally used for movement of commodities on the inland
waterway system, primarily the Mississippi and Missouri Rivers. This
arrangement may continue indefinitely unless the barges are sold or leased
by the Registrant.
Marketing. The Registrant generates its railcar leases through employees
of Trinity who are employed to sell or lease railcars. Proposals are
submitted to prospective customers on a basis which permits the customer
to either purchase or lease the railcars.
In addition to the railcar marketing personnel, Trinity employs customer
service, fleet management and accounting personnel on behalf of the
Registrant.
Competition. The businesses in which the Registrant is engaged are
highly competitive, and there are a number of well-established companies
which actively compete with the Registrant in the business of owning and
leasing railcars. There are also a number of banks, investment partnerships
and other financial institutions which compete with the Registrant in railcar
leasing. The principal competitive factors in leasing railcars include price
and other terms of the lease, proximity of the manufacturing plant to the
customer's loading point, quality of equipment, and delivery time. The
principal competitive factor in barge shipping is price.
Regulations. The Registrant is not a common carrier and is not subject to
the comprehensive federal and state regulation of common carriers as to
rates and other matters. There are certain areas, however, in which the
Registrant's operations are or can be affected by governmental regulation
and by rules adopted as standards by the railroad industry.
To be eligible for operation on United States railroads, all railroad freight
railcars must be built to meet construction specifications and standards of
the AAR. In addition, all such railcars must meet certain federal regulations
with respect to safety appliances and features which are promulgated and
administered by the U.S. Department of Transportation ("DOT"). The
manufacturer is obligated to make sure that its railcars meet such
requirements.
Operation of freight railcars in railroad interchange service is subject to
the AAR Interchange Rules. These rules prescribe mechanical, maintenance and
related standards and provide a method for placing responsibility for
maintenance and repair on all railcars operated in interchange between
railroads. Under its full-service leases, the Registrant is responsible for
meeting the maintenance and repair standards of the AAR Interchange
Rules.
Operation and maintenance of freight railcars are also subject to federal
regulation by DOT under the Federal Railroad Safety Act. DOT may
periodically require modifications to existing railcars for safety reasons.
Owners of vessels, such as the Barges, which are operated for hire and
which are restricted in their operations solely to transportation of bulk
commodities are exempt from regulation by the Interstate Commerce
Commission ("ICC").
Relationship of the Registrant with Trinity. The Registrant's business
consists principally of leasing Equipment purchased from Trinity. Such
Equipment is purchased at prices comparable to the prices for Equipment
sold by Trinity to third parties. The determination of the price to be paid to
Trinity is made by the Registrant's officers, all of whom are also officers of
Trinity.
Although Trinity is not contractually obligated to offer to the Registrant
Equipment proposed to be leased by Trinity's customers, it is Trinity's
intention to effect all such leasing transactions through the Registrant.
Similarly, while the Registrant is not contractually obligated to purchase
from Trinity any Equipment proposed to be leased, the Registrant intends to
purchase and lease all Equipment which Trinity's customers desire to lease
when the lease rentals and other terms of the proposed lease are
satisfactory to the Registrant, subject to the availability and cost of funds to
finance the acquisition of the Equipment.
Trinity has entered into an agreement (the "Fixed Charges Coverage
Agreement") with the Registrant whereby Trinity is obligated to make such
payments to the Registrant as may be required to maintain the Registrant's
net earnings available for fixed charges (as defined) at an amount equal to
not less than one and one-half times the fixed charges (as defined) of the
Registrant. The Fixed Charges Coverage Agreement will terminate in
accordance with its terms at such time as (i) all amounts payable by the
Registrant under the 10 5/8% Equipment Trust Certificates due January 31,
1995 have been paid in full and (ii) the Registrant shall have delivered a
certificate of its certified public accountants demonstrating that net earnings
available for fixed charges, without considering any payments by Trinity,
have been not less than 1.5 times fixed charges in each of the five then
most recently completed fiscal years; provided that the Registrant and
Trinity may agree in connection with "Future Financing Agreements" to
maintain the Fixed Charges Coverage Agreement in force and effect during
the term of such "Future Financing Agreements." The Fixed Charges
Coverage Agreement also provides that neither Trinity nor the Registrant will
amend, modify or terminate or waive the observance of the Fixed Charges
Coverage Agreement without the prior written consent of the holder of (i) at
least 66 2/3% of the outstanding principal amount of the 10 5/8%
Equipment Trust Certificates due January 31, 1995 and (ii) at least the
requisite percentage of "Benefitted Holders" under "Future Financing
Agreements". The Fixed Charges Coverage Agreement further provides that
the holders of the 10 5/8% Equipment Trust Certificates due January 31,
1995, are, and the holders of any other indebtedness incurred by the
Registrant under any agreement designated by the Registrant as a "Future
Financing Agreement" may be designated, with the acceptance of Trinity,
"Benefitted Holders". Any Benefitted Holder may enforce the Fixed Charges
Coverage Agreement directly against Trinity. (See 'Income maintenance
fees from Trinity' in Statements of Income and Retained Earnings on page
10).
The holders of the 15.5% Equipment Trust Certificates due September
15, 1995, the holders of the 12.875% Equipment Trust Certificates due
December 31, 1996, the holders of the 11.55% Equipment Trust
Certificates due November 30, 1997, the holders of the 8.75% Equipment
Trust Certificates due March 31, 1999, the holders of 10.25% Equipment
Trust Certificates due January 31, 2000, the holders of the 10.2%
Equipment Trust Certificates due October 31, 1998, the holders of the
9.44% Equipment Trust Certificates due September 3, 2001, the holders of
the 8.24% Equipment Trust Certificates due June 30, 2002, the holders of
the 7.65% Equipment Trust Certificates due December 31, 2002, the
holders of the 6.96% Equipment Trust Certificates due June 24, 2003, the
Trustee in the Leveraged Lease financing dated as of April 1, 1985, and
Greyhound Leasing and Financial Corp. and CIT Group/Equipment Financing,
Inc. (Lessors in single investment leases) and Pitney Bowes Credit Corp.
(Lessor in two investment leases) have been designated "Benefitted
Holders," and the requisite percentage of the holders of such Certificates for
the aforementioned consent is 66 2/3%.
Under a tax allocation agreement between Trinity and its subsidiaries, a
consolidated federal income tax return is filed by the group, and it is agreed
that each subsidiary will pay to Trinity an amount equal to its proportionate
share of the consolidated federal income tax liability of the group, but not in
excess of the amount that the subsidiary would pay if it were filing a
separate federal income tax return. Similarly, if there is a tax benefit by
virtue of a net operating loss, the entity to which such benefit is attributable
is entitled to receive from all the other entities payment of an amount equal
to the tax benefit within 90 days after the end of the applicable taxable
year. Additionally, if Trinity is not able to fully recognize the benefit of a
consolidated net operating loss, each entity contributing to the net operating
loss will receive its proportionate share of the tax benefit recognized by
Trinity.
The Registrant has an arrangement with Trinity whereby it pays Trinity for
furnishing certain staff functions, including financial and data processing
services. In addition, marketing and primary administration are provided by
employees of Trinity. Such payments are based on Trinity's cost of
providing such services, including allocation of overhead.
Employees. At March 31, 1994, approximately 20 persons participated in
the Registrant's operations, all of whom were employees of Trinity.
Item 2. Properties.
The Registrant owns no significant physical properties other than the
Equipment it leases. All office space and equipment necessary to the
Registrant's business are provided by Trinity.
Item 3. Legal Proceedings.
The Registrant is involved in various claims and lawsuits incidental to its
business. In the opinion of management, these claims and suits in the
aggregate will not have a material adverse effect on the Registrant's
financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders during the
fourth quarter of fiscal 1994.
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters.
All of the issued and outstanding shares of common stock of the
Registrant are owned by Trinity Industries, Inc. and are not traded on any
exchange or otherwise. No dividends were declared or paid during the last
two fiscal years.
<PAGE>
Item 6. Selected Financial Data.
(in millions)
Year Ended March 31
1994 1993 1992 1991 1990
Operating results:
Revenues. . . . . . . . . . . . $104.6 $ 79.6 $ 71.5 $ 64.3 $ 63.5
Income maintenance fees
from Trinity . . . . . . . . . $ - $ 1.4 $ 0.5 $ - $ -
Net income. . . . . . . . . . . $ 19.1 $ 11.7 $ 10.7 $ 8.9 $ 10.6
At year-end:
Total assets. . . . . . . . . . $495.1 $490.6 $519.1 $463.4 $464.0
Total long-term debt
and obligation under
capital lease. . . . . . . . . $236.0 $244.0 $291.3 $244.1 $259.5
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Financial Condition. The increase in 'Note receivable from Trinity' at
March 31, 1994 compared to March 31, 1993 is due principally to cash,
not required for normal operations, loaned to Trinity at prevailing market
rates, and partially offset by equipment purchases from Trinity. The
decrease in 'Long-term debt' at March 31, 1994 compared to March 31,
1993 is due primarily to scheduled principal payments, and partially offset
by additional borrowings for Equipment Trust Certificate Series 11 during
the first quarter of fiscal year 1994.
Operations. The increase in revenues in fiscal 1994 compared to fiscal
1993 is due principally to equipment additions in the railcar segment,
coupled with sales of selected railcar types previously for lease. The
increase was slightly offset by the loss of revenues associated with the
railcar sales, and by an abatement in barge traffic caused by flooding in the
midwestern United States during the first and second quarters of fiscal
1994. Revenues increased in fiscal 1993 compared to fiscal 1992 due
principally to equipment additions in the railcar segment, along with an
increase in barge operations revenues primarily caused by increased
transportation activity during the period. Operating profit increased in fiscal
1994 compared to fiscal 1993 due principally to a decrease in interest
expense resulting primarily from the conversion of the Registrant's 6.75
percent debentures into shares of Trinity's common stock in the fourth
quarter of fiscal 1993, along with equipment additions in the railcar
segment. Operating profit increased in fiscal 1993 compared to fiscal 1992
due to a decrease in overall railcar maintenance expenses, as well as a
reduction in the provision for property taxes due to the recognition of tax
refunds, offset by an increase in interest expense resulting from additional
borrowings for Equipment Trust Certificate Series 9 during the first quarter
of fiscal 1993 and series 10 in the third quarter of fiscal 1993.
Revenue data on the average number of railcars and barges owned during
the last five fiscal years is shown below. Revenues exclude proceeds from
the sale of railcars and barges, and lease revenues from railcars not owned
by the Registrant.
Year Ended March 31
1994 1993 1992 1991 1990
Average railcars owned 8,589 8,064 7,338 6,858 6,516
Average revenue per railcar $6,578 $6,164 $6,106 $5,789 $5,955
Average barges owned 219 220 221 222 222
Average revenue per barge $84,475 $102,272 $94,570 $94,595 $98,620
Interest income decreased in fiscal 1994 and fiscal 1993 compared to the
preceding years principally due to a reduction in the prime-based lending
rate.
Neither the Railcar Leasing segment or the Barge Operations segment
contributed in a materially disproportionate way to revenues, operating
profit, or cash flows during fiscal 1994 as compared to prior years.
The provision for income taxes was 35.0% in fiscal 1994, 34.0% in fiscal
1993, and 35.0% in fiscal 1992. (See Income Taxes in Notes to Financial
Statements).
Effective April 1, 1993, the registrant adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." This
statement requires a change from the deferred to the liability method of
computing income taxes. As permitted by Statement No. 109, the
Registrant has elected not to restate the financial statements of any prior
period. The effect of the change on pretax income for the period ended
March 31, 1994 is not material. The cumulative effect of applying the
change in accounting method is a decrease in the Registrant's deferred tax
liability and a nonrecurring credit of $8.1 million.
Liquidity and Financial Resources. Liquidity for the leasing business
differs significantly from that of industrial companies. Inflows of cash
including lease and rental revenue, investment income and other income,
and outflows of cash, including interest, maintenance, insurance and other
operating expenses are reasonably determinable. Generally, excluding
acquisition of Equipment for lease, sufficient funds are generated from
operations to meet liquidity requirements. Sources of funds are principally
from operations, borrowings and when required, quarterly payments from
Trinity under the Fixed Charges Coverage Agreement. To the extent that
funds generated from operations cannot provide adequate funds for
investment in new assets for lease objectives or the timing of funds cannot
be satisfactorily matched, external short-term or long-term financing may be
required. In fiscal 1994, the combination of net cash provided by operating
activities ($32.3 million) and net cash required by financing activities ($21.6
million) were required to fund the net investment in equipment purchased
from Trinity ($10.7 million). Short-term financing for working capital and to
temporarily finance additional Equipment purchases is generally available
from Trinity or from lines of credit from banks. Capital resources represent
those funds available for long-term financing and major business
commitments of the Registrant. For a leasing company, the capital assets
available for lease are the principal resource of the business. For a leasing
company to expand and grow, it is necessary to purchase additional capital
assets.
The average age of the Registrant's railcar fleet is approximately 7.8 years.
The average economic life of the fleet is expected to be twenty five to thirty
years. As the railcars age, increased maintenance and repair expenses may
have an effect on the Registrant's results of operations. Capital expenditures
for fiscal 1994 were $37.6 million. Capital expenditures projected for fiscal
1995 are approximately $12.5 million. Long-term financing needs have
been and are expected to be met through the issuance of equipment trust
certificates, and from time to time, the public offering of debt securities.
The volume of Equipment purchased and leased by the Registrant is
affected by the ability of the Registrant to obtain long-term external
financing at satisfactory rates and on satisfactory terms and conditions. If
the Registrant is unable to obtain satisfactory long-term financing from third
parties, it is likely that the only other source of external funds available to
the Registrant would be borrowings from Trinity. The Registrant was
formed in large part to provide a vehicle to obtain financing for the lease of
Equipment independent of Trinity. The need for Trinity to finance the
Registrant's acquisition of Equipment may make it less desirable for Trinity
to offer its customers the option of leasing rather than purchasing
Equipment, and it may be expected that Trinity will be willing to provide
only a limited amount of funds to the Registrant to meet the Registrant's
financing requirements, except on an interim basis. The Registrant's results
of operations in future periods will be affected by the volume of Equipment
purchased and leased.
Inflation. Changes in price levels did not significantly affect the
Registrant's operation in fiscal 1994, 1993 or 1992.
Item 8. Financial Statements and Supplementary Data.
Page
Report of independent auditors . . . . . . . . . . . 8
Balance sheets . . . . . . . . . . . . . . . . . . . 9
Statements of income and retained earnings . . . . . 10
Statements of cash flows . . . . . . . . . . . . . . 11
Notes to financial statements. . . . . . . . . . . . 12
Supplemental information . . . . . . . . . . . . . . 15
Report of Independent Auditors
Board of Directors
Trinity Industries Leasing Company
We have audited the accompanying balance sheets of Trinity Industries
Leasing Company as of March 31, 1994 and 1993, and the related
statements of income and retained earnings and cash flows for each of the
three years in the period ended March 31, 1994. Our audits also included
the financial statement schedules listed in the Index at Item 14(a). These
financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Trinity Industries Leasing
Company as of March 31, 1994 and 1993, and the results of its operations
and its cash flows for each of the three years in the period ended March 31,
1994, in conformity with generally accepted accounting principles. Also, in
our opinion, the related financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly in
all material respects the information set forth therein.
As more fully discussed in the Notes to Financial Statements, the Company
changed its method of accounting for income taxes.
ERNST & YOUNG
Dallas, Texas
May 10, 1994
<PAGE>
Trinity Industries Leasing Company
Balance Sheets
(in millions except share data)
March 31
1994 1993
Assets
Cash and cash equivalents. . . . . . . . . . $ 0.2 $ 0.2
Note receivable from Trinity . . . . . . . . 90.8 77.2
Equipment on lease (predominantly
long-term), at cost . . . . . . . . . . . . 536.1 536.7
Less accumulated depreciation. . . . . . . . (139.9) (132.3)
Other assets . . . . . . . . . . . . . . . . 7.9 8.8
$495.1 $490.6
Liabilities and Stockholder's Equity
Accounts payable and accrued liabilities . . $ 3.9 $ 8.1
Long-term debt . . . . . . . . . . . . . . . 236.0 244.0
Deferred federal income tax. . . . . . . . . 95.8 98.0
Other liabilities. . . . . . . . . . . . . . 4.5 4.7
340.2 354.8
Stockholder's equity:
Common stock $1.00 par; authorized
10,000 shares; issued 1,000
shares at March 31, 1994 and
1993, respectively . . . . . . . . . . . . - -
Additional paid-in capital . . . . . . . . 19.3 19.3
Retained earnings. . . . . . . . . . . . . 135.6 116.5
154.9 135.8
$495.1 $490.6
See accompanying notes to financial statements.
<PAGE>
Trinity Industries Leasing Company
Statements of Income
and Retained Earnings
(in millions)
Year Ended March 31
1994 1993 1992
Revenues . . . . . . . . . . . . . . . $104.6 $ 79.6 $ 71.5
Operating costs:
Cost of revenues . . . . . . . . . . . 65.6 44.0 42.2
Interest expense . . . . . . . . . . . 23.7 28.1 25.3
89.3 72.1 67.5
Operating profit. . . . . . . . . . . . 15.3 7.5 4.0
Other income:
Interest income (including $5.0, 8.5,
and 10.1 from Trinity in 1994,
1993, and 1992, respectively) . . . . 5.0 8.6 10.4
Income maintenance fees from Trinity . 0.0 1.4 0.5
Other, net . . . . . . . . . . . . . . 0.6 0.3 1.6
5.6 10.3 12.5
Income before income taxes and
cumulative effect of change in
accounting for income taxes. . . . . . 20.9 17.8 16.5
Provision (benefit) for income taxes:
Current. . . . . . . . . . . . . . . . 4.0 (1.8) 7.4
Deferred . . . . . . . . . . . . . . . 3.3 7.9 (1.6)
Effect of statutory rate increase. . . 2.6 - -
9.9 6.1 5.8
Income before cumulative effect of
change in accounting for income taxes. 11.0 11.7 10.7
Cumulative effect as of April 1, 1993
of change in accounting
for income taxes . . . . . . . . . . . 8.1 - -
Net income . . . . . . . . . . . . . . 19.1 11.7 10.7
Retained earnings at beginning of year. 116.5 104.8 94.1
Retained earnings at end of year. . . . $135.6 $116.5 $104.8
See accompanying notes to financial statements.
<PAGE>
Trinity Industries Leasing Company
Statements of Cash Flows
(in millions)
Year Ended March 31
1994 1993 1992
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . $ 19.1 $ 11.7 $ 10.7
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization . . . 21.2 18.1 15.9
Deferred provision (benefit) for
federal income tax . . . . . . . . 3.3 7.9 (1.6)
Deferred federal income tax
transferred to Trinity . . . . . . - - (1.5)
Deferred federal income tax
from dissolution of TRLC . . . . . - - 1.0
Cumulative effect of change in
accounting for income taxes. . . . (8.1) - -
Effect of statutory
rate increase. . . . . . . . . . . 2.6 - -
Gain on retirement of equipment . . (2.3) (0.3) (1.6)
Other (increase) decrease . . . . . 0.7 (0.1) -
Changes in assets and liabilities:
(Increase) decrease in other
assets . . . . . . . . . . . . . 0.2 (1.4) (3.5)
Increase (decrease) in accounts
payable and accrued liabilities . (4.2) 1.2 1.0
Increase (decrease) in other
liabilities . . . . . . . . . . . (0.2) 0.3 (1.1)
Total adjustments. . . . . . . . 13.2 25.7 8.6
Net cash provided by operating
activities . . . . . . . . . . . . 32.3 37.4 19.3
Cash flows from investing activities:
Proceeds from retirement of equipment. 26.9 3.4 26.6
Capital expenditures . . . . . . . . . (37.6) (74.5) (64.3)
Net equipment from TRLC distribution . - - (2.0)
Net cash required by investing
activities . . . . . . . . . . . . (10.7) (71.1) (39.7)
Cash flows from financing activities:
Increase in note receivable
from Trinity. . . . . . . . . . . . . (13.6) (3.3) (27.0)
Proceeds from issuance of long-term
debt. . . . . . . . . . . . . . . . . 20.0 60.0 65.0
Payments to retire long-term debt. . . (27.2) (22.2) (17.2)
Decrease in long-term obligation
under capital lease . . . . . . . . . (0.8) (0.7) (0.6)
Net cash provided (required)
by financing activities. . . . . . (21.6) 33.8 20.2
Trinity Industries Leasing Company
Statement of Cash Flows
(in millions)
(continued)
Year Ended March 31
1994 1993 1992
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . - 0.1 (0.2)
Cash and cash equivalents at
beginning of year. . . . . . . . . . . 0.2 0.1 0.3
Cash and cash equivalents at
end of year. . . . . . . . . . . . . . $ 0.2 $ 0.2 $ 0.1
See accompanying notes to financial statements.
Trinity Industries Leasing Company
Notes to Financial Statements
March 31, 1994, 1993, 1992
Summary of Significant Accounting Policies and Basis of Presentation
(in millions)
The Registrant purchases railcars and river hopper barges manufactured
by Trinity, of which the Registrant is a wholly-owned subsidiary, at market
prices and leases the equipment to third parties. In addition, Trinity
performs certain repairs and maintenance for the Registrant's equipment on
lease. Costs and expenses include amounts paid or accrued to Trinity for
repairs and maintenance of $1.3, $1.4, and $1.6 in fiscal 1994, 1993 and
1992, respectively. As described further in Income Taxes and Long-Term
Debt, the Registrant has transactions with Trinity which are recorded on the
bases determined by the parties.
For purposes of the Statement of Cash Flows, the Registrant considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
The Registrant enters into predominantly long-term lease contracts with
third parties wherein the equipment is leased for a specified type of service
over the term of the contract. The Registrant accounts for its leases by the
operating method. Generally, lease contracts have terms of one to fifteen
years. Future minimum rentals on operating leases in each of the following
five fiscal years are approximately $59.5 in 1995, $52.2 in 1996, $44.1 in
1997, $36.1 in 1998, $28.4 in 1999, and $324.8 in the aggregate.
In fiscal 1992, another wholly-owned leasing subsidiary of Trinity, Trinity
Railcar Leasing Corporation ("TRLC"), was dissolved and certain net assets
were transferred to Trinity and the Registrant.
The Registrant has future lease commitments of approximately $6.7 for
each of the next five fiscal years and $89.7 in the aggregate under four
operating leases. The railcars are leased by the Registrant to established
lessees under normal leasing arrangements. Depreciation expense is
provided for financial reporting by the straight-line method over the
estimated useful lives of the assets ranging from twenty five to thirty years.
For federal income tax purposes, depreciation expense is provided using
accelerated methods. Ordinary maintenance and repairs are charged to
expense in the period incurred.
Under arrangements between the Registrant and Trinity, Trinity provides
to or receives from the Registrant financing, with interest at market rates.
The note receivable from Trinity is dated March 1, 1994 and will mature in
fiscal 2001. The interest rate on the note is currently 5.25 percent. The
note is not collateralized.
Income Taxes
(in millions)
The Registrant is included in the consolidated federal income tax return of
Trinity. Trinity reimburses or charges the Registrant for current income tax
benefits or expenses incurred from inclusion of the Registrant in Trinity's
consolidated federal income tax return. The provision for income taxes
reflected in the Statement of Income and Retained Earnings approximates
the provision as if calculated on a separate return basis. Deferred taxes are
provided for timing differences, principally depreciation, between financial
and tax reporting.
Effective April 1, 1993, the registrant adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." This
statement requires a change from the deferred to the liability method of
computing income taxes. As permitted by Statement No. 109, the
Registrant has elected not to restate the financial statements of any prior
period. The effect of the change on pretax income for the period ended
March 31, 1994 is not material. The cumulative effect of applying the
change in accounting method is a decrease in the Registrant's deferred tax
liability and a nonrecurring credit of $8.1 million.
The net deferred tax liability at March 31, 1994 is $95.8 million and is
comprised primarily of tax over book depreciation. All other items are not
material.
The difference between the statutory rate and the effective rate was
caused, in 1992, by the effect of state income taxes.
Long-term Debt
(in millions except per share data)
March 31
1994 1993
6.96 - 15.5 percent equipment trust certificates to
institutional investors, generally payable in semi-annual
installments of varying amounts through 2003 . . . . . . . . $223.5 $230.7
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . 12.5 13.3
$236.0 $244.0
The equipment trust agreements contain provisions which, among other
things, prohibit the Registrant from incurring funded indebtedness, as
defined, if, after giving effect to the funded indebtedness proposed, the
total funded indebtedness of the Registrant would then exceed eighty
percent of the total capitalization, as defined, of the Registrant. Titles to
railcars with a cost of $437.8 at March 31, 1994 have been assigned for
the life of the respective equipment trusts to the trustees of the equipment
trusts. Leases relating to such railcars financed by equipment trust
certificates have been assigned as collateral.
The 6.75 percent convertible debentures were called effective February
25, 1993 and substantially all of the outstanding debentures converted into
common stock of Trinity. Therefore, the amounts due under the
debentures, related accrued interest payable, and deferred loan origination
fees were recorded as a reduction of the note receivable from Trinity.
Trinity is required to pay fees to the Registrant quarterly to maintain net
earnings, as defined, at specified levels. Accordingly, $0.0, $1.4, and $0.5
have been paid to the Registrant in fiscal 1994, 1993, and 1992,
respectively.
Interest of $23.8, $30.0, and $26.1 was paid by the Registrant in fiscal
1994, 1993, and 1992, respectively.
Principal payments due during each of the next five fiscal years are: 1995 -
$30.7; 1996 - $30.4; 1997 - $31.4; 1998 - $27.5; and 1999 - $27.4.
The fair value of non-traded, fixed rate outstanding debt, estimated using
discounted cash flow analysis, approximates its carrying value.
Segment Information
The Registrant is engaged in the business of (1) leasing specialized types
of railcars ("Railcar Leasing"); (2) operation of river hopper barges ("Barge
Operations"); and (3) the leasing of liquefied petroleum gas ("LPG") tanks.
The revenues and profits from LPG tank leases are not significant to the
operations of the Registrant and are included in the Railcar Leasing segment
for reporting purposes. Corporate assets consist primarily of cash and cash
equivalents and note receivable from Trinity.
Financial information for these segments is summarized in the following
table. The Registrant operates principally in the continental United States.
Segments of Business Railcar Barge Corporate
(in millions) Leasing Operations Items Total
Year ended March 31, 1994
Revenues . . . . . . . . . . . $ 85.9 18.7 - 104.6
Operating profit . . . . . . . $ 14.6 0.7 - 15.3
Identifiable assets. . . . . . $352.3 32.8 110.0 495.1
Depreciation . . . . . . . . . $ 17.7 2.5 - 20.2
Additions (net) to equipment . $ 12.8 - - 12.8
Segments of Business Railcar Barge Corporate
(in millions) Leasing Operations Items Total
Year ended March 31, 1993
Revenues . . . . . . . . . . . $ 57.1 22.5 - 79.6
Operating profit . . . . . . . $ 5.2 2.3 - 7.5
Identifiable assets. . . . . . $356.9 35.5 98.2 490.6
Depreciation . . . . . . . . . $ 14.7 2.5 - 17.2
Additions (net) to equipment . $ 71.4 - - 71.4
<PAGE>
Segments of Business Railcar Barge Corporate
(in millions) Leasing Operations Items Total
Year ended March 31, 1992
Revenues . . . . . . . . . . . $ 50.6 20.9 - 71.5
Operating profit . . . . . . . $ 3.0 1.0 - 4.0
Identifiable assets. . . . . . $300.4 37.9 180.8 519.1
Depreciation . . . . . . . . . $ 12.7 2.5 - 15.2
Additions (net) to equipment . $ 41.3 - - 41.3
Supplemental Information
Supplementary Unaudited Quarterly Data
(in millions)
First Second Third Fourth
Quarter Quarter Quarter Quarter Year
Year ended March 31, 1994:
Revenues. . . . . . . . . . $ 20.4 18.6 24.4 41.2 104.6
Operating profit. . . . . . $ 3.1 2.5 5.4 4.3 15.3
Net income. . . . . . . . . $ 10.9 0.9 4.5 2.8 19.1
Year ended March 31, 1993:
Revenues. . . . . . . . . . $ 17.8 18.6 22.8 20.4 79.6
Operating profit. . . . . . $ 0.6 1.3 3.5 2.1 7.5
Net income. . . . . . . . . $ 2.5 2.7 3.7 2.8 11.7
Item 9. Disagreements on Accounting Financial Disclosure.
No disclosure required.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Registrant has three directors, all of whom are also executive
officers of the Registrant. Messrs. W. Ray Wallace and K. W. Lewis
became directors at the time of the organization of the Registrant. Mr. F.
Dean Phelps, Jr. became a director on May 31, 1986.
The following table sets forth the names and ages of, and the positions
and offices with the Registrant presently held by, all executive officers of
the Registrant:
Name(1)(2) Age Office Principal Occupation
W. Ray Wallace 71 President & President and Chief
Director Executive Officer of
Trinity since 1958
Richard G. Brown 70 Executive Vice Senior Vice President
President or Vice President of
Trinity since 1979
K. W. Lewis 55 Senior Vice Senior Vice President,
President and Vice President,
Director or Controller of
Trinity since 1974
F. Dean Phelps, Jr. 50 Vice President Vice President
and Director or Controller of
Trinity since 1979
Neil O. Shoop 50 Treasurer Treasurer
or Assistant Treasurer
of Trinity since 1979
J. J. French, Jr. 63 Secretary Attorney, Joe French &
Associates (a Professional
Corporation)
(1) Mr. Wallace is a director of Lomas Financial Corporation (a diversified
financial services company engaged principally in mortgage banking and real
estate lending) and ENSERCH Corp. (a diversified energy company engaged
principally in oil field exploration, production, engineering design and
construction, utilities and other energy related activities).
(2) Mr. French, an attorney, is President of Joe French & Associates
(a Professional Corporation). For at least five years prior thereto, Mr. French
was employed by Locke Purnell Rain Harrell (a Professional Corporation).
<PAGE>
Item 11. Executive Compensation.
All of the officers and directors of the Registrant are employees of Trinity
except Mr. French, an attorney who is President of Joe French & Associates
(A Professional Corporation). The Registrant does not pay remuneration and/or
provide other benefits to its officers and directors in addition to the
remuneration and benefits they receive from Trinity.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The Registrant is a wholly-owned subsidiary of Trinity. No officers or
directors of the Registrant have beneficial ownership of the common stock
nor an option or other right to acquire the common stock of the Registrant.
Item 13. Certain Relationships and Related Transactions.
Mr. J. J. French, Jr., Secretary of the Registrant, is President and
Owner of Joe French & Associates (a Professional Corporation) which is the
general counsel for the Registrant.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1 & 2 Financial statements and financial statement schedules.
The financial statements and schedules listed in
the accompanying index to financial statements and
financial statement schedules are filed as part of
this annual report.
3 Exhibits.
The exhibits listed on the accompanying index
to exhibits are filed as part of this annual
report.
(b) Reports on Form 8-K
No Form 8-K was filed during the fourth
quarter of fiscal 1994.
Trinity Industries Leasing Company
Index to Financial Statements
and Financial Statement Schedules
(Item 14(a))
Page
Balance sheets at March 31, 1994 and 1993 . . . . . . . . . . . . . . . . 9
For each of the three years in the period ended
March 31, 1994:
Statements of income and retained earnings . . . . . . . . . . . . . . . 10
Statements of cash flows . . . . . . . . . . . . . . . . . . . . . . . . 11
Notes to financial statements. . . . . . . . . . . . . . . . . . . . . . 12
Supplemental information:
Supplementary unaudited quarterly data . . . . . . . . . . . . . . . . . 15
Financial statement schedules for each of the three
years in the period ended March 31, 1994:
I I - Note receivable from Trinity . . . . . . . . . . . . . . . . . . . 19
V - Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
VI - Accumulated depreciation of equipment . . . . . . . . . . . . . . . 19
X - Supplementary income statement information . . . . . . . . . . . . 20
All other schedules are omitted since the required information
is not present or is not present in amounts sufficient to require submission
of the schedule or because the information required is included in the financial
statements and notes thereto.
<PAGE>
SCHEDULE II
Trinity Industries Leasing Company
Note Receivable from Trinity
Year Ended March 31, 1994, 1993 and 1992
(in millions)
Balance at
beginning Balance at
of year Additions Deductions end of year
1994 Note receivable $ 77.2 $241.1 $227.5 $ 90.8
1993 Note receivable $159.2 $347.8 $429.8 $ 77.2
1992 Note receivable $132.2 $332.8 $305.8 $159.2
SCHEDULE V
Trinity Industries Leasing Company
Equipment
Year Ended March 31, 1994, 1993 and 1992
(in millions)
Balance at
beginning Additions Retirements Balance at
of year at cost Other or sales end of year
1994 Equipment $536.7 $ 37.6 $ - $ 38.2 $536.1
1993 Equipment $467.0 $ 74.5 $ - $ 4.8 $536.7
1992 Equipment $438.9 $ 64.3 $ 3.6(1) $ 39.8 $467.0
SCHEDULE VI
Trinity Industries Leasing Company
Accumulated Depreciation of Equipment
Year Ended March 31, 1994, 1993 and 1992
(in millions)
Additions
Balance at charged to
beginning costs and Retirements Balance at
of year expenses Other or sales end of year
1994 Equipment $132.3 $ 20.2 $ - $12.6 $139.9
1993 Equipment $115.7 $ 17.2 $ - $ 0.6 $132.3
1992 Equipment $113.0 $ 15.2 $ 1.6(1) $14.1 $115.7
(1) Transfer of equipment to the Registrant from TRLC
SCHEDULE X
Trinity Industries Leasing Company
Supplementary Income Statement Information
Year Ended March 31, 1994, 1993 and 1992
(in millions)
1994 1993 1992
Maintenance and repair $4.2 $4.3 $5.1
Taxes, other than income
taxes:
Ad valorem and other $0.8 $0.1 $0.7
Trinity Industries Leasing Company
Index to Exhibits
(Item 14(a))
NO. DESCRIPTION PAGE
(3.1) Articles of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1
to Registration Statement No. 2-70378 filed
January 29, 1981). *
(3.2) By-Laws of Registrant (incorporated by
reference to Exhibit 3.2 to Registration
Statement No. 2-70378 filed January 29,
1981). *
(10.1) Fixed Charges Coverage Agreement dated as
of January 15, 1980, between Registrant and
Trinity Industries, Inc. (incorporated by
reference to Exhibit 10.1 to Registration
Statement No. 2-70378 filed January 29,
1981). *
(10.2) Tax Allocation Agreement dated as of
January 22, 1980 between Registrant and
Trinity Industries, Inc. (incorporated by
reference to Exhibit 10.2 to Registration
Statement No. 2-70378 filed January 29,
1981). *
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Trinity Industries Leasing Company
Registrant
By: /s/ F. Dean Phelps, Jr.
F. Dean Phelps, Jr.
Vice President
June 28, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons of the Registrant
and in the capacities and on the dates indicated:
/s/ W. Ray Wallace
W. Ray Wallace
President and Director
Principal Executive Officer
June 28, 1994
/s/ K. W. Lewis
K. W. Lewis
Senior Vice President and Director
Principal Financial Officer
June 28, 1994
/s/ F. Dean Phelps, Jr.
F. Dean Phelps, Jr.
Vice President and Director
Principal Accounting Officer
June 28, 1994
