SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of The
Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 20, 2002
TRINITY INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-6903 75-0225040
(State of incorporation) (Commission File No.) (IRS Employer Identification No.)
2525 Stemmons Freeway, Dallas, Texas 75207-2401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 631-4420
Not Applicable
(Former name or former address, if changed since last report.)
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Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
On October 26, 2001, Trinity Industries, Inc. ("Trinity") completed its merger
transaction between a wholly-owned subsidiary of Trinity and privately owned
Thrall Car Manufacturing Company ("Thrall"). Thrall is a leading railcar
manufacturer, with operations in both the United States and Europe. Under terms
of the agreement, Trinity paid $165.5 million in cash and issued 7.15 million
shares of its common stock at the closing. Additional estimated amounts have
been accrued related to the working capital adjustment per the merger agreement
($15.2 million) and transaction fees ($5.6 million). In addition, Trinity under
certain circumstances has agreed to make additional payments, not to exceed $45
million over five years, based on a formula related to annual railcar industry
production levels. The unaudited pro forma condensed consolidated Statement of
Operations is based on the historical consolidated financial statements of
Trinity and Thrall, adjusted to give effect to the transactions described
herein.
The unaudited pro forma condensed consolidated Statement of Operations is for
the nine months ended December 31, 2001 and gives effect to the transaction as
if it had occurred as of April 1, 2001. In September 2001, Trinity changed its
year-end to December 31 from March 31. Thrall's historical information is for
the seven months ended October 26, 2001. The post acquisition period of October
26, 2001 to December 31, 2001 is included in the historical data for the nine
months ended December 31, 2001 for Trinity.
The merger of Thrall and the related adjustments are described in the
accompanying notes. The pro forma adjustments are based upon available
information and certain assumptions that we believe are reasonable. In our
opinion, all adjustments that are necessary to present fairly the pro forma data
have been made. The unaudited pro forma condensed consolidated Statement of
Operations does not purport to represent what the results of operations would
actually have been had the transaction in fact occurred on such dates or to
project the results of operations for any future period or date. The unaudited
pro forma condensed consolidated Statement of Operations should be read in
conjunction with the historical consolidated financial statements of Trinity and
Thrall and Management's Discussion and Analysis of Financial Condition and
Results of Operations. Pro Forma results include after-tax charges of $50.4
million ($1.30 per share) related to restructuring the Rail group in connection
with the Thrall merger and the down cycle in the railcar industry and other
matters. These restructuring charges were recorded in the quarter ended December
31, 2001.
The merger of Thrall has been accounted for as a purchase and the purchase price
has been allocated to the assets acquired and liabilities assumed based upon
estimated fair market values. The purchase price allocation for the Thrall
merger is subject to change when additional information concerning asset and
liability valuations is obtained.
The historical consolidated statements of operations of Trinity and Thrall were
prepared in accordance with generally accepted accounting principles.
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TRINITY INDUSTRIES, INC.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Nine Months Ended December 31, 2001
(in millions)
Historical
-----------------------------
Trinity Thrall
Nine Months Seven Months
Ended Ended Pro Forma Pro Forma
Dec. 31, 2001 Oct. 26, 2001 Adjustments Results
------------- ------------- ----------- ----------
Revenues $ 1,347.8 $ 197.3 $ (1.0)a $ 1,544.1
Operating costs:
Cost of revenues 1,234.5 189.0 (3.5)bc 1,420.0
Selling, engineering and
administrative expenses 129.7 29.9 -- 159.6
---------- ---------- ---------- ----------
1,364.2 218.9 (3.5) 1,579.6
---------- ---------- ---------- ----------
Operating profit (loss) (16.4) (21.6) 2.5 (35.5)
Interest expense, net 19.2 1.5 4.1 de 24.8
Other, net 4.9 (3.1) 3.1 f 4.9
---------- ---------- ---------- ----------
24.1 (1.6) 7.2 29.7
---------- ---------- ---------- ----------
Income (loss) before income
taxes (40.5) (20.0) (4.7) (65.2)
Provision (benefit) for income
taxes (5.8) -- (9.3)gh (15.1)
---------- ---------- ---------- ----------
Net income (loss) $ (34.7) $ (20.0) $ 4.6 $ (50.1)
========== ========== ========== ==========
Net income (loss) per common share:
Basic $ (0.79) $ (1.13)
========== ==========
Diluted $ (0.79) $ (1.13)
========== ==========
Weighted average number of shares outstanding:
Basic 44.2 44.2
Diluted 44.2 44.2
The accompanying notes are an integral part of the unaudited pro forma
consolidated financial statements.
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Notes to Unaudited Pro Forma Consolidated Statement of Operations
Note 1: Pro Forma Adjustments
The following pro forma adjustments have been applied to the accompanying
historical condensed consolidated statement of operations of Trinity and Thrall
to give effect to the Thrall merger and related financing transaction as if they
had all occurred on April 1, 2001:
(a) Eliminate revenues from a non-rail subsidiary not included in the
transaction.
(b) Eliminate cost of revenues from a non-rail subsidiary referenced in (a)
that was not included in the transaction - $1.0 million.
(c) Eliminate the costs of a Thrall facility not included in the
transaction subsequent to it's shutdown at the end of March 2001 - $2.5
million.
(d) Increase interest expense related to financing the cash portion of the
purchase price - $5.6 million.
(e) Eliminate interest expense related to Thrall investments and loan
portfolios not included in the transaction - $1.5 million.
(f) Eliminate unrealized gains related to Thrall investments and loan
portfolios not included in the transaction.
(g) Record tax effect @ 37.5% of Thrall historical income before tax. As a
qualified subsidiary of a Sub Chapter S corporation, Thrall's
historical statement of operations is not required to record a federal
income tax provision.
(h) Record tax effect @ 37.5% of pro forma income before tax.
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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 hereunto duly authorized.
Trinity Industries, Inc.
By: /s/ Jim S. Ivy
------------------------------------
Jim S. Ivy
Vice President and
Chief Financial Officer
March 20, 2002
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