8-K
Trinity Industries Inc (TRN)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | February 21, 2023 |
|---|
_______________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-6903 | 75-0225040 |
|---|---|---|
| (State or other jurisdiction <br>of incorporation) | (Commission File No.) | (I.R.S. Employer <br>Identification No.) |
14221 N. Dallas Parkway, Suite 1100,
Dallas, Texas 75254-2957
(Address of Principal Executive Offices, and Zip Code)
(214) 631-4420
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | TRN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
Trinity Industries, Inc. ("Trinity") hereby furnishes the information set forth in its News Release, dated February 21, 2023, announcing operating results for the three and twelve month periods ended December 31, 2022, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference. On February 21, 2023, Trinity held a conference call and webcast with respect to its financial results for the three and twelve month periods ended December 31, 2022. The conference call scripts of Leigh Anne Mann, Vice President of Investor Relations; E. Jean Savage, Chief Executive Officer and President; and Eric R. Marchetto, Executive Vice President and Chief Financial Officer; are furnished as Exhibit 99.2, and incorporated herein by reference.
The conference call, News Release, and Supplemental Materials, described below, included references to Adjusted Operating Results and Adjusted Earnings Per Share, Pre-Tax Return on Equity, Adjusted Free Cash Flow, EBITDA and Adjusted EBITDA, which are not calculations based on generally accepted accounting principles (“GAAP”). Reconciliations of each of these non-GAAP measures to the most directly comparable GAAP measures have been included in the News Release and/or the Supplemental Materials. When forward-looking non-GAAP measures are provided, Trinity does not provide quantitative reconciliations of forward-looking non-GAAP measures to the most directly comparable GAAP measures because it cannot, without unreasonable effort, predict the timing and amounts of certain items included in the computations of each of these measures. These factors include, but are not limited to: the product mix of expected railcar deliveries; the timing and amount of significant transactions and investments, such as lease portfolio sales, capital expenditures, and returns of capital to shareholders; and the amount and timing of certain other items outside the normal course of our core business operations.
This information and the materials described in Item 7.01 are not "filed" pursuant to the Securities Exchange Act of 1934 and are not incorporated by reference into any Securities Act of 1933 registration statements. Additionally, the submission of the report on Form 8-K is not an admission of the materiality of any information in this report that is required to be disclosed solely by Regulation FD.
Item 7.01 Regulation FD Disclosure.
See "Item 2.02 — Results of Operations and Financial Condition." Additionally, Trinity posted Supplemental Materials to its website to accompany the conference call; a copy of these materials is furnished as Exhibit 99.3 and incorporated herein by reference.
Forward-Looking Statements
Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity's estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements, including, but not limited to, future financial and operating performance, future opportunities and any other statements regarding events or developments that Trinity believes or anticipates will or may occur in the future. Trinity uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “projected,” “outlook,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Trinity’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or present expectations, including but not limited to risks and uncertainties regarding economic, competitive, governmental, and technological factors affecting Trinity’s operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and “Forward-Looking Statements” in Trinity’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by Trinity’s Quarterly Reports on Form 10-Q, and Trinity’s Current Reports on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits:
| NO. | DESCRIPTION |
|---|---|
| 99.1 | News Release datedFebruary21, 2023with respect to the operating results for the threeand twelvemonth periodsendedDecember 31, 2022. |
| 99.2 | Conference call script ofFebruary21, 2023. |
| 99.3 | Q42022 Conference Call – Supplemental Materials |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith). |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith). |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Trinity Industries, Inc. | ||
|---|---|---|
| February 21, 2023 | By: | /s/ Eric R. Marchetto |
| Name: Eric R. Marchetto | ||
| Title: Executive Vice President and Chief Financial Officer |
Document
Exhibit 99.1
| NEWS RELEASE |
|---|
FOR IMMEDIATE RELEASE
Trinity Industries, Inc. Announces Fourth Quarter and Full Year 2022 Results
Reports quarterly GAAP and adjusted earnings from continuing operations of $0.46 and $0.44 per diluted share, respectively
Received orders for 3,015 railcars and delivered 4,400 railcars in the quarter; backlog of $3.9 billion at year-end
Raised quarterly dividend by 13% to $0.26 per share and returned $154 million of capital to stockholders in 2022
DALLAS, Texas – February 21, 2023 – Trinity Industries, Inc. (NYSE:TRN) today announced earnings results for the fourth quarter and year end ended December 31, 2022.
Financial and Operational Highlights – Fourth Quarter
•Quarterly total company revenues of $591 million
•Quarterly income from continuing operations per common diluted share ("EPS") of $0.46 and quarterly adjusted EPS of $0.44
•Lease fleet utilization of 97.9% and Future Lease Rate Differential ("FLRD") of positive 25.1% at year end
•New railcar orders of 3,015 and railcar deliveries of 4,400
Financial and Operational Highlights – Full Year
•Full year total company revenues of $2.0 billion
•Reported EPS of $1.02 and adjusted EPS of $0.94
•Full year cash flow from continuing operations and adjusted free cash flow after investments and dividends ("Adjusted Free Cash Flow") were $9 million and $138 million, respectively
•Completed $254 million railcar sale to Wafra Inc. ("Wafra") in the third quarter, recorded a gain of $25 million
2023 Guidance
•Industry deliveries of 40,000 to 45,000 railcars
•Net investment in the lease fleet of $250 million to $350 million
•Manufacturing capital expenditures of $40 million to $50 million
•EPS of $1.50 to $1.70
◦Excludes items outside of our core business operations
Management Commentary
“We ended the year with revenue up 30% over 2021, a backlog of $3.9 billion, and adjusted EPS of $0.94, up 176% over 2021 despite unexpected headwinds in 2022,” stated Trinity’s Chief Executive Officer and President, Jean Savage. “The Company completed two acquisitions this year, both of which improve our position in strategic growth areas of our business.”
“In our Railcar Leasing and Management Services Group, we continue to see lease rate improvement and strong utilization. The Future Lease Rate Differential ended the year at 25.1%, showing the strength in current lease rates and our fleet utilization of 97.9% also supports our positive views on the railcar leasing market.”
“In the fourth quarter, the Rail Products Group again faced labor and supply chain challenges, impacting deliveries and margins in the segment,” Ms. Savage continued. “With market conditions normalizing, combined with a steady run rate of deliveries, we expect both revenue and margin improvement in 2023.”
Ms. Savage concluded, “I’m proud of our employees’ ability to execute in an unpredictable year, and I look forward to sharing our continued progress with you in 2023.”
Consolidated Financial Summary
| Three Months EndedDecember 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | Year over Year – Comparison | ||||
| ( in millions, except per share amounts) | ||||||
| Revenues | $ | 472.2 | Higher volume of external deliveries and improved pricing in the Rail Products Group | |||
| Operating profit | $ | 69.2 | Higher lease portfolio sale activity | |||
| Interest expense, net | $ | 43.9 | Higher interest rates associated with variable rate debt and higher overall average debt in 2022 | |||
| Net income from continuing operations attributable to Trinity Industries, Inc. | $ | 15.8 | ||||
| EBITDA (1) | $ | 137.6 | Higher lease portfolio sale activity | |||
| Effective tax expense rate | 19.2 | % | 23.1 | % | Current quarter tax rate impacted by state tax rate changes and tax benefits associated with equity-based compensation | |
| Diluted EPS – GAAP | $ | 0.16 | Primarily improved operating results and the impact of lower diluted weighted average shares outstanding | |||
| Diluted EPS – Adjusted (1) | $ | 0.08 | ||||
| Year EndedDecember 31, | ||||||
| 2022 | 2021 | Year over Year – Comparison | ||||
| ( in millions, except per share amounts) | ||||||
| Revenues | $ | 1,516.0 | Higher volume of external deliveries and improved pricing in the Rail Products Group | |||
| Operating profit | $ | 256.8 | Higher lease portfolio sale activity partially offset by higher fleet operating costs in the Leasing Group | |||
| Interest expense, net | $ | 191.4 | Higher interest rates associated with variable rate debt and higher overall average debt in 2022, partially offset by lower overall borrowing costs resulting from refinancing activities during the second quarter of 2021 | |||
| Net income from continuing operations attributable to Trinity Industries, Inc. | $ | 39.5 | ||||
| EBITDA (1) | $ | 512.9 | Primarily improved operating results | |||
| Effective tax expense rate | 21.8 | % | 28.8 | % | 2021 included adjustments to CARES Act tax benefits previously recognized | |
| Diluted EPS – GAAP | $ | 0.38 | Primarily improved operating results and the impact of lower diluted weighted average shares outstanding | |||
| Diluted EPS – Adjusted (1) | $ | 0.34 |
All values are in US Dollars.
| Year Ended<br>December 31, | |||||
|---|---|---|---|---|---|
| 2022 | 2021 | Year over Year – Comparison | |||
| (in millions) | |||||
| Net cash provided by operating activities – continuing operations | $ | 9.2 | $ | 615.6 | 2022 impacted by elevated working capital related to higher volumes of railcar deliveries and continued supply chain challenges. 2021 benefited from the collection of $438 million in income tax refunds. |
| Adjusted Free Cash Flow (1) | $ | 138.3 | $ | 538.9 | |
| Capital expenditures – leasing | $ | 928.8 | $ | 547.2 | |
| Returns of capital to stockholders | $ | 153.7 | $ | 895.1 | Higher share repurchase activity in 2021, including privately negotiated repurchase agreements totaling $473 million |
(1) Non-GAAP financial measure. See the Reconciliations of Non-GAAP Measures section within this Press Release for a reconciliation to the most directly comparable GAAP measure and why management believes this measure is useful to management and investors.
Additional Business Items
•In December 2022, we acquired Holden America, a manufacturer of market-leading multi-level vehicle securement and protection systems, gravity-outlet gates, and gate accessories for freight rail in North America for an initial cash payment of $71 million, with minimum additional consideration of $10 million, payable in installments of $5 million per year for the next two years.
•Total committed liquidity of $398 million as of December 31, 2022.
•During the quarter, Trinity repurchased approximately $12 million of shares in the open market, under the Company's authorized share repurchase program. Our Board of Directors terminated this share repurchase program effective December 8, 2022, and the remaining authorization of $21 million under this program expired unused.
•In December 2022, our Board of Directors authorized a new share repurchase program effective December 9, 2022, with no expiration. The new share repurchase program authorizes the Company to repurchase up to $250 million of its common stock.
•In December 2022, our Board of Directors declared an increase of approximately 13% to our quarterly dividend, from $0.23 per share to $0.26 per share.
Business Group Summary
| Three Months EndedDecember 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | Year over Year – Comparison | ||||
| ( in millions) | ||||||
| Railcar Leasing and Management Services Group | ||||||
| Leasing and management revenues | $ | 181.2 | Net lease fleet investment activities, higher utilization, and improved renewal rates | |||
| Leasing and management operating profit | $ | 73.8 | Net lease fleet investment activities, higher utilization, and improved renewal rates partially offset by increased fleet operating costs | |||
| Operating profit on lease portfolio sales | $ | 8.4 | Increased lease fleet portfolio sales | |||
| Fleet utilization (1) | 97.9 | % | 95.7 | % | ||
| Future Lease Rate Differential ("FLRD") (2) | +25.1 | % | +1.2 | % | Improvement in current market lease rates compared to the prior year period | |
| Owned lease fleet (in units) (1) | 108,440 | 106,970 | Growth in the lease fleet, partially offset by lease fleet portfolio sales | |||
| Investor-owned lease fleet (in units) | 33,235 | 29,130 | Additional sale to Wafra in Q3 2022 | |||
| Rail Products Group | ||||||
| Revenues | $ | 402.1 | Higher volume of deliveries and favorable pricing and product mix | |||
| Revenues eliminations – Lease subsidiary | $ | (110.9) | ||||
| Operating profit | $ | 13.4 | Higher volume of deliveries and favorable pricing and product mix, partially offset by labor inefficiencies; prior year includes $3.1 million gain associated with storm related recoveries | |||
| Operating profit eliminations – Lease subsidiary | $ | (7.9) | ||||
| Operating profit margin | 2.8 | % | 3.3 | % | Operational inefficiencies associated with supply chain disruptions and labor challenges; prior year includes storm related recoveries | |
| New railcars: | ||||||
| Deliveries (in units) | 4,400 | 2,805 | ||||
| Orders (in units) | 3,015 | 5,360 | ||||
| Order value | $ | 597.7 | ||||
| Backlog value | $ | 1,516.8 | ||||
| Sustainable railcar conversions: | ||||||
| Deliveries (in units) | 495 | 290 | ||||
| Backlog (in units) | 1,965 | 1,150 | ||||
| Backlog value | $ | 111.5 | ||||
| Corporate and other | ||||||
| Selling, engineering, and administrative expenses | $ | 21.3 | Higher compensation and acquisition-related costs | |||
| Gains on dispositions of property | $ | (0.3) | Gain on disposition of non-operating facility | |||
| December 31, 2022 | December 31, 2021 | |||||
| Loan-to-value ratio | ||||||
| Wholly-owned subsidiaries, excluding corporate revolving credit facility | 65.7 | % | 62.3 | % | Increased leverage associated with leased assets, partially offset by amortization of debt on encumbered assets |
All values are in US Dollars.
(1) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
(2) FLRD calculates the implied change in lease rates for railcar leases expiring over the next four quarters. The FLRD assumes that these expiring rates will be renewed at the most recent quarterly transacted lease rates for each railcar type. We believe the FLRD is useful to both management and investors as it provides insight into the near-term trend in lease rates as well as the longer term impact of renewing rates on future revenue.
Conference Call
Trinity will hold a conference call at 8:00 a.m. Eastern on February 21, 2023 to discuss its fourth quarter results. To listen to the call, please visit the Investor Relations section of the Company's website at www.trin.net and access the Events & Presentations webpage, or the live call can be accessed at 1-888-317-6003 with the conference passcode "1837958". Please call at least 10 minutes in advance to ensure a timely connection. An audio replay may be accessed through the Company’s website or by dialing 1-877-344-7529 with passcode "8551226" until 11:59 p.m. Eastern on February 28, 2023.
Additionally, the Company will provide Supplemental Materials to accompany the earnings conference call. The materials will be accessible both within the webcast and on Trinity's Investor Relations website under the Events and Presentations portion of the site along with the Fourth Quarter Earnings Call event weblink.
Non-GAAP Financial Measures
We have included financial measures compiled in accordance with generally accepted accounting principles ("GAAP") and certain non-GAAP measures in this earnings press release to provide management and investors with additional information regarding our financial results. Non-GAAP measures should not be considered in isolation or as a substitute for our reporting results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies. For each non-GAAP financial measure, a reconciliation to the most comparable GAAP measure has been included in the accompanying tables. When forward-looking non-GAAP measures are provided, quantitative reconciliations to the most directly comparable GAAP measures are not provided because management cannot, without unreasonable effort, predict the timing and amounts of certain items included in the computations of each of these measures. These factors include, but are not limited to: the product mix of expected railcar deliveries; the timing and amount of significant transactions and investments, such as lease portfolio sales, capital expenditures, and returns of capital to stockholders; and the amount and timing of certain other items outside the normal course of our core business operations.
About Trinity Industries
Trinity Industries, Inc., headquartered in Dallas, Texas, owns businesses that are leading providers of rail transportation products and services in North America. Our businesses market their railcar products and services under the trade name TrinityRail®. The TrinityRail platform provides railcar leasing and management services, as well as railcar manufacturing, maintenance and modifications. Trinity reports its financial results in two reportable segments: the Railcar Leasing and Management Services Group and the Rail Products Group. For more information, visit: www.trin.net.
Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity's estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements, including, but not limited to, future financial and operating performance, future opportunities and any other statements regarding events or developments that Trinity believes or anticipates will or may occur in the future. Trinity uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “projected,” “outlook,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Trinity’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to risks and uncertainties regarding economic, competitive, governmental, and technological factors affecting Trinity’s operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and “Forward-Looking Statements” in Trinity’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by Trinity’s Quarterly Reports on Form 10-Q, and Trinity’s Current Reports on Form 8-K.
| Investor Contact: |
|---|
| Leigh Anne Mann |
| Vice President, Investor Relations |
| Trinity Industries, Inc. |
| (Investors) 214/631-4420 |
| Media Contact: |
| Jack L. Todd |
| Vice President, Public Affairs |
| Trinity Industries, Inc. |
| (Media Line) 214/589-8909 |
- TABLES TO FOLLOW -
Trinity Industries, Inc.
Condensed Consolidated Statements of Operations
(in millions, except per share amounts)
(unaudited)
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Revenues | $ | 591.2 | $ | 472.2 | $ | 1,977.3 | $ | 1,516.0 |
| Operating costs: | ||||||||
| Cost of revenues | 490.2 | 375.7 | 1,609.6 | 1,161.5 | ||||
| Selling, engineering, and administrative expenses | 47.7 | 42.9 | 185.4 | 179.6 | ||||
| Gains on dispositions of property: | ||||||||
| Lease portfolio sales | 54.5 | 8.4 | 127.5 | 54.1 | ||||
| Other | 5.7 | 4.6 | 25.2 | 24.1 | ||||
| Restructuring activities, net | — | (2.6) | 1.0 | (3.7) | ||||
| 477.7 | 403.0 | 1,643.3 | 1,259.2 | |||||
| Operating profit | 113.5 | 69.2 | 334.0 | 256.8 | ||||
| Interest expense, net | 59.4 | 43.9 | 207.6 | 191.4 | ||||
| Loss on extinguishment of debt | — | — | 1.5 | 11.7 | ||||
| Pension plan settlement | — | (2.8) | — | (0.6) | ||||
| Other, net | 1.1 | — | (1.6) | (0.9) | ||||
| Income from continuing operations before income taxes | 53.0 | 28.1 | 126.5 | 55.2 | ||||
| Provision (benefit) for income taxes: | ||||||||
| Current | 11.7 | (2.9) | 12.9 | 2.8 | ||||
| Deferred | (1.5) | 9.4 | 14.7 | 13.1 | ||||
| 10.2 | 6.5 | 27.6 | 15.9 | |||||
| Income from continuing operations | 42.8 | 21.6 | 98.9 | 39.3 | ||||
| Income (loss) from discontinued operations, net of income taxes | (6.6) | (13.2) | (20.3) | 11.1 | ||||
| Gain (loss) on sale of discontinued operations, net of income taxes | — | 131.4 | (5.7) | 131.4 | ||||
| Net income | 36.2 | 139.8 | 72.9 | 181.8 | ||||
| Net income (loss) attributable to noncontrolling interest | 4.9 | 5.8 | 12.8 | (0.2) | ||||
| Net income attributable to Trinity Industries, Inc. | $ | 31.3 | $ | 134.0 | $ | 60.1 | $ | 182.0 |
| Basic earnings per common share: | ||||||||
| Income from continuing operations | $ | 0.47 | $ | 0.16 | $ | 1.05 | $ | 0.39 |
| Income (loss) from discontinued operations | (0.08) | 1.23 | (0.32) | 1.40 | ||||
| Basic net income attributable to Trinity Industries, Inc. | $ | 0.39 | $ | 1.39 | $ | 0.73 | $ | 1.79 |
| Diluted earnings per common share: | ||||||||
| Income from continuing operations | $ | 0.46 | $ | 0.16 | $ | 1.02 | $ | 0.38 |
| Income (loss) from discontinued operations | (0.08) | 1.21 | (0.31) | 1.37 | ||||
| Diluted net income attributable to Trinity Industries, Inc. | $ | 0.38 | $ | 1.37 | $ | 0.71 | $ | 1.75 |
| Weighted average number of shares outstanding: | ||||||||
| Basic | 80.9 | 96.0 | 81.9 | 101.5 | ||||
| Diluted | 83.1 | 98.0 | 84.2 | 103.8 |
Trinity has certain unvested restricted stock awards that participate in dividends on a nonforfeitable basis and are therefore considered to be participating securities. Consequently, diluted net income attributable to Trinity Industries, Inc. per common share is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented.
Trinity Industries, Inc.
Condensed Consolidated Balance Sheets
(in millions)
(unaudited)
| December 31, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Cash and cash equivalents | $ | 79.6 | $ | 167.3 |
| Receivables, net of allowance | 323.5 | 227.6 | ||
| Income tax receivable | 7.8 | 5.4 | ||
| Inventories | 629.4 | 432.9 | ||
| Restricted cash | 214.7 | 135.1 | ||
| Property, plant, and equipment, net: | ||||
| Manufacturing/Corporate | 340.7 | 349.3 | ||
| Leasing: | ||||
| Wholly-owned subsidiaries | 5,788.1 | 5,706.1 | ||
| Partially-owned subsidiaries | 1,521.3 | 1,570.6 | ||
| Deferred profit on railcars sold to the Leasing Group | (763.3) | (779.1) | ||
| 6,886.8 | 6,846.9 | |||
| Goodwill | 195.9 | 154.2 | ||
| Other assets | 386.6 | 266.5 | ||
| Total assets | $ | 8,724.3 | $ | 8,235.9 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Accounts payable | $ | 287.5 | $ | 206.4 |
| Accrued liabilities | 261.0 | 307.4 | ||
| Debt: | ||||
| Recourse (1) | 624.1 | 398.7 | ||
| Non-recourse: | ||||
| Wholly-owned subsidiaries | 3,800.7 | 3,555.8 | ||
| Partially-owned subsidiaries | 1,182.8 | 1,216.1 | ||
| 5,607.6 | 5,170.6 | |||
| Deferred income taxes | 1,134.7 | 1,106.8 | ||
| Other liabilities | 163.9 | 147.9 | ||
| Stockholders' equity: | ||||
| Trinity Industries, Inc. | 1,012.4 | 1,029.8 | ||
| Noncontrolling interest | 257.2 | 267.0 | ||
| 1,269.6 | 1,296.8 | |||
| Total liabilities and stockholders' equity | $ | 8,724.3 | $ | 8,235.9 |
(1) Recourse debt as of December 31, 2022 includes $225.0 million outstanding associated with our corporate revolving credit facility.
Trinity Industries, Inc.
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
| Year Ended<br>December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Operating activities: | ||||
| Net cash provided by operating activities – continuing operations | $ | 9.2 | $ | 615.6 |
| Net cash provided by (used in) operating activities – discontinued operations | (22.0) | (3.8) | ||
| Net cash provided by (used in) operating activities | (12.8) | 611.8 | ||
| Investing activities: | ||||
| Proceeds from lease portfolio sales | 750.7 | 454.3 | ||
| Proceeds from dispositions of property and other assets | 44.0 | 40.5 | ||
| Capital expenditures – leasing | (928.8) | (547.2) | ||
| Capital expenditures – manufacturing and other | (38.0) | (23.6) | ||
| Acquisitions, net of cash acquired | (80.4) | (16.6) | ||
| Proceeds from insurance recoveries | 10.0 | 9.5 | ||
| Equity investments | (15.5) | 0.1 | ||
| Net cash used in investing activities – continuing operations | (258.0) | (83.0) | ||
| Proceeds (payments) related to sale of discontinued operations | (2.7) | 364.7 | ||
| Net cash used in investing activities – discontinued operations | — | (5.4) | ||
| Net cash provided by (used in) investing activities | (260.7) | 276.3 | ||
| Financing activities: | ||||
| Net proceeds from (repayments of) debt | 422.1 | 128.3 | ||
| Shares repurchased | (51.8) | (833.4) | ||
| Dividends paid to common shareholders | (76.9) | (88.5) | ||
| Other | (28.0) | (20.5) | ||
| Net cash provided by (used in) financing activities | 265.4 | (814.1) | ||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (8.1) | 74.0 | ||
| Cash, cash equivalents, and restricted cash at beginning of period | 302.4 | 228.4 | ||
| Cash, cash equivalents, and restricted cash at end of period | $ | 294.3 | $ | 302.4 |
Trinity Industries, Inc.
Reconciliations of Non-GAAP Measures
(in millions, except per share amounts)
(unaudited)
Adjusted Operating Results
We have supplemented the presentation of our reported GAAP operating profit, income from continuing operations before income taxes, provision (benefit) for income taxes, income from continuing operations, net income from continuing operations attributable to Trinity Industries, Inc., and diluted income from continuing operations per common share attributable to Trinity Industries, Inc. with non-GAAP measures that adjust the GAAP measures to exclude the impact of gains on dispositions of other property, restructuring activities, interest expense, net, loss on extinguishment of debt, pension plan settlement, the income tax effects of the CARES Act, and certain other transactions or events (as applicable). These non-GAAP measures are derived from amounts included in our GAAP financial statements and are reconciled to the most directly comparable GAAP financial measures in the tables below. Management believes that these measures are useful to both management and investors for analyzing the performance of our business without the impact of certain items that are not indicative of our normal business operations. Non-GAAP measures should not be considered in isolation or as a substitute for our reporting results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
| Three Months Ended December 31, 2022 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP | Interest expense, net (1)(2) | Income tax effect of CARES Act | Adjusted | |||||||||||||||
| Operating profit | $ | 113.5 | $ | — | $ | — | $ | 113.5 | ||||||||||
| Income (loss) from continuing operations before income taxes | $ | 53.0 | $ | (0.4) | $ | — | $ | 52.6 | ||||||||||
| Provision (benefit) for income taxes | $ | 10.2 | $ | — | $ | 0.6 | $ | 10.8 | ||||||||||
| Income (loss) from continuing operations | $ | 42.8 | $ | (0.4) | $ | (0.6) | $ | 41.8 | ||||||||||
| Net income from continuing operations attributable to Trinity Industries, Inc. | $ | 37.9 | $ | (0.4) | $ | (0.6) | $ | 36.9 | ||||||||||
| Diluted weighted average shares outstanding | 83.1 | 83.1 | ||||||||||||||||
| Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. | $ | 0.46 | $ | 0.44 | Year Ended December 31, 2022 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| GAAP | Gains on dispositions of property – other (2)(3) | Restructuring activities, net (2) | Interest expense, net (1)(2) | Income tax effect of CARES Act | Adjusted | |||||||||||||
| Operating profit | $ | 334.0 | $ | (7.5) | $ | 1.0 | $ | — | $ | — | $ | 327.5 | ||||||
| Income (loss) from continuing operations before income taxes | $ | 126.5 | $ | (7.5) | $ | 1.0 | $ | (1.4) | $ | — | $ | 118.6 | ||||||
| Provision (benefit) for income taxes | $ | 27.6 | $ | (1.9) | $ | 0.3 | $ | (0.3) | $ | 0.6 | $ | 26.3 | ||||||
| Income (loss) from continuing operations | $ | 98.9 | $ | (5.6) | $ | 0.7 | $ | (1.1) | $ | (0.6) | $ | 92.3 | ||||||
| Net income from continuing operations attributable to Trinity Industries, Inc. | $ | 86.1 | $ | (5.6) | $ | 0.7 | $ | (1.1) | $ | (0.6) | $ | 79.5 | ||||||
| Diluted weighted average shares outstanding | 84.2 | 84.2 | ||||||||||||||||
| Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. | $ | 1.02 | $ | 0.94 | ||||||||||||||
| Three Months Ended December 31, 2021 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| GAAP | Gains on dispositions of property – other (2)(3) | Restructuring activities, net (2) | Pension plan settlement (2) | Income tax effect of CARES Act | Adjusted | |||||||||||||
| Operating profit | $ | 69.2 | $ | (3.1) | $ | (2.6) | $ | — | $ | — | $ | 63.5 | ||||||
| Income (loss) from continuing operations before income taxes | $ | 28.1 | $ | (3.1) | $ | (2.6) | $ | (2.8) | $ | — | $ | 19.6 | ||||||
| Provision (benefit) for income taxes | $ | 6.5 | $ | (0.8) | $ | (0.6) | $ | 0.2 | $ | 0.7 | $ | 6.0 | ||||||
| Income (loss) from continuing operations | $ | 21.6 | $ | (2.3) | $ | (2.0) | $ | (3.0) | $ | (0.7) | $ | 13.6 | ||||||
| Net income from continuing operations attributable to Trinity Industries, Inc. | $ | 15.8 | $ | (2.3) | $ | (2.0) | $ | (3.0) | $ | (0.7) | $ | 7.8 | ||||||
| Diluted weighted average shares outstanding | 98.0 | 98.0 | ||||||||||||||||
| Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. | $ | 0.16 | $ | 0.08 | ||||||||||||||
| Year Ended December 31, 2021 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| GAAP | Gains on dispositions of property – other (2)(3) | Restructuring activities, net (2) | Loss on extinguishment of debt – Controlling Interest (2)(4) | Loss on extinguishment of debt – Noncontrolling Interest (5) | Pension plan settlement (2) | Income tax effect of CARES Act | Adjusted | |||||||||||
| Operating profit | $ | 256.8 | $ | (7.8) | $ | (3.7) | $ | — | $ | — | $ | — | $ | — | $ | 245.3 | ||
| Income (loss) from continuing operations before income taxes | $ | 55.2 | $ | (7.8) | $ | (3.7) | $ | 4.6 | $ | 7.1 | $ | (0.6) | $ | — | $ | 54.8 | ||
| Provision (benefit) for income taxes | $ | 15.9 | $ | (2.0) | $ | (0.8) | $ | 1.1 | $ | — | $ | 0.7 | $ | (2.5) | $ | 12.4 | ||
| Income (loss) from continuing operations | $ | 39.3 | $ | (5.8) | $ | (2.9) | $ | 3.5 | $ | 7.1 | $ | (1.3) | $ | 2.5 | $ | 42.4 | ||
| Net income from continuing operations attributable to Trinity Industries, Inc. | $ | 39.5 | $ | (5.8) | $ | (2.9) | $ | 3.5 | $ | — | $ | (1.3) | $ | 2.5 | $ | 35.5 | ||
| Diluted weighted average shares outstanding | 103.8 | 103.8 | ||||||||||||||||
| Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. | $ | 0.38 | $ | 0.34 |
(1) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets.
(2) The effective tax rate for gain on dispositions of other property, restructuring activities, interest expense,net, the loss on extinguishment of debt, and pension plan settlement is before consideration of the CARES Act.
(3) Represents insurance recoveries in excess of net book value for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021.
(4) Excludes $7.1 million of loss on extinguishment of debt associated with the noncontrolling interest recorded in the second quarter of 2021.
(5) Represents the portion of loss on extinguishment of debt attributable to the noncontrolling interest, for which Trinity does not provide income taxes.
Pre-Tax Return on Equity
Pre-Tax Return on Equity (“Pre-Tax ROE”) is defined as a ratio for which (i) the numerator is calculated as income or loss from continuing operations, adjusted to exclude the effects of the provision or benefit for income taxes, net income or loss attributable to noncontrolling interest, and certain other adjustments, which include gains on dispositions of other property, restructuring activities, the controlling interest portion of loss on extinguishment of debt, interest expense, net and pension plan settlement; and (ii) the denominator is calculated as average stockholders’ equity (which excludes noncontrolling interest), adjusted to exclude accumulated other comprehensive income or loss. In the following table, the numerator and denominator of our Pre-Tax ROE calculation are reconciled to income from continuing operations and total stockholders’ equity, respectively, which are the most directly comparable GAAP financial measures. Management believes that Pre-Tax ROE is a useful measure to both management and investors as it provides an indication of the economic return on the Company’s investments over time. Pre-Tax ROE is used in consideration of the Company’s expected tax position in the near-term.
| December 31, 2022 | December 31, 2021 | December 31, 2020 | |||||
|---|---|---|---|---|---|---|---|
| ( in millions) | |||||||
| Numerator: | |||||||
| Income from continuing operations | $ | 39.3 | |||||
| Provision for income taxes | 27.6 | 15.9 | |||||
| Income from continuing operations before income taxes | 126.5 | 55.2 | |||||
| Net (income) loss attributable to noncontrolling interest | (12.8) | 0.2 | |||||
| Adjustments: | |||||||
| Gains on dispositions of property – other (1) | (7.5) | (7.8) | |||||
| Restructuring activities, net | 1.0 | (3.7) | |||||
| Loss on extinguishment of debt – controlling interest (2) | — | 4.6 | |||||
| Interest expense, net (3) | (1.4) | — | |||||
| Pension plan settlement | — | (0.6) | |||||
| Adjusted Profit Before Tax | $ | 47.9 | |||||
| Denominator: | |||||||
| Total stockholders' equity | $ | 1,296.8 | $ | 2,016.0 | |||
| Noncontrolling interest | (257.2) | (267.0) | (277.2) | ||||
| Accumulated other comprehensive (income) loss | (19.7) | 17.0 | 30.9 | ||||
| Adjusted Stockholders' Equity | $ | 1,046.8 | $ | 1,769.7 | |||
| Average total stockholders' equity | $ | 1,656.4 | |||||
| Return on Equity (4) | 7.7 | % | 2.4 | % | |||
| Average Adjusted Stockholders' Equity | $ | 1,408.3 | |||||
| Pre-Tax Return on Equity (5) | 10.4 | % | 3.4 | % |
All values are in US Dollars.
(1) Represents insurance recoveries in excess of net book value received for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021.
(2) Excludes $7.1 million of loss on extinguishment of debt associated with the noncontrolling interest recorded in the second quarter of 2021.
(3) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets.
(4) Return on Equity is calculated as income from continuing operations divided by average total stockholders' equity.
(5) Pre-Tax Return on Equity is calculated as adjusted profit before tax divided by average adjusted stockholders' equity, each as defined and reconciled above.
Adjusted Free Cash Flow
Adjusted Free Cash Flow After Investments and Dividends ("Adjusted Free Cash Flow") is a non-GAAP financial measure. We believe Adjusted Free Cash Flow is useful to both management and investors as it provides a relevant measure of liquidity and a useful basis for assessing our ability to fund our operations and repay our debt. Adjusted Free Cash Flow is reconciled to net cash provided by (used in) operating activities from continuing operations, the most directly comparable GAAP financial measure, in the following table. Adjusted Free Cash Flow is defined as net cash provided by (used in) operating activities from continuing operations as computed in accordance with GAAP, plus cash proceeds from lease portfolio sales, less capital expenditures for manufacturing, dividends paid, and Equity CapEx for leased railcars. Equity CapEx for leased railcars is defined as leasing capital expenditures, adjusted to exclude net proceeds from (repayments of) debt. Non-GAAP measures should not be considered in isolation or as a substitute for our reporting results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
| Year Ended<br>December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Net cash provided by operating activities – continuing operations (1) | $ | 9.2 | $ | 615.6 |
| Proceeds from lease portfolio sales | 750.7 | 454.3 | ||
| Capital expenditures – manufacturing and other | (38.0) | (23.6) | ||
| Dividends paid to common stockholders | (76.9) | (88.5) | ||
| Equity CapEx for leased railcars | (506.7) | (418.9) | ||
| Adjusted Free Cash Flow After Investments and Dividends | $ | 138.3 | $ | 538.9 |
| Capital expenditures – leasing | $ | 928.8 | $ | 547.2 |
| Less: | ||||
| Payments to retire debt | (1,578.5) | (2,315.8) | ||
| Proceeds from issuance of debt | 2,000.6 | 2,444.1 | ||
| Net proceeds from (repayments of) debt | 422.1 | 128.3 | ||
| Equity CapEx for leased railcars | $ | 506.7 | $ | 418.9 |
(1) Amounts for the year ended December 31, 2021 include the collection of approximately $438 million of income tax refunds associated with the loss carryback provisions included in the CARES Act.
EBITDA and Adjusted EBITDA
“EBITDA” is defined as income from continuing operations plus interest expense, income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA plus gains on dispositions of other property, restructuring activities, interest income, loss on extinguishment of debt, and pension plan settlement. EBITDA and Adjusted EBITDA are non-GAAP financial measures; however, the amounts included in these calculations are derived from amounts included in our GAAP financial statements. EBITDA and Adjusted EBITDA are reconciled to net income, the most directly comparable GAAP financial measure, in the following table. This information is provided to assist management and investors in making meaningful comparisons of our operating performance between periods. We believe EBITDA is a useful measure for analyzing the performance of our business. We also believe that EBITDA is commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to capital structure, depreciation or amortization (which can vary significantly depending on many factors). EBITDA and Adjusted EBITDA should not be considered as alternatives to net income as indicators of our operating performance, or as alternatives to operating cash flows as measures of liquidity. Non-GAAP measures should not be considered in isolation or as a substitute for our reporting results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Net income | $ | 36.2 | $ | 139.8 | $ | 72.9 | $ | 181.8 |
| Less: Income (loss) from discontinued operations, net of income taxes | (6.6) | (13.2) | (20.3) | 11.1 | ||||
| Less: Gain (loss) on sale of discontinued operations, net of income taxes | — | 131.4 | (5.7) | 131.4 | ||||
| Income from continuing operations | $ | 42.8 | $ | 21.6 | $ | 98.9 | $ | 39.3 |
| Interest expense | 61.6 | 44.3 | 213.9 | 192.0 | ||||
| Provision (benefit) for income taxes | 10.2 | 6.5 | 27.6 | 15.9 | ||||
| Depreciation and amortization expense | 70.4 | 65.2 | 276.4 | 265.7 | ||||
| EBITDA | $ | 185.0 | $ | 137.6 | $ | 616.8 | $ | 512.9 |
| Gains on dispositions of property – other | — | (3.1) | (7.5) | (7.8) | ||||
| Restructuring activities, net | — | (2.6) | 1.0 | (3.7) | ||||
| Interest income | (0.4) | — | (1.4) | — | ||||
| Loss on extinguishment of debt | — | — | — | 11.7 | ||||
| Pension plan settlement | — | (2.8) | — | (0.6) | ||||
| Adjusted EBITDA | $ | 184.6 | $ | 129.1 | $ | 608.9 | $ | 512.5 |
14
Document
Exhibit 99.2
Trinity Industries, Inc.
Earnings Release Conference Call – Q4 2022
February 21, 2023
Leigh Anne Mann
Vice President, Investor Relations
Thank you, operator. Good morning everyone. We appreciate you joining us for the Company’s fourth quarter 2022 financial results conference call.
Our prepared remarks will include comments from Jean Savage, Trinity’s Chief Executive Officer and President, and Eric Marchetto, the Company’s Chief Financial Officer. We will hold a Q&A session following the prepared remarks from our leaders.
During the call today, we will reference slides highlighting key points of discussion, as well as certain non-GAAP financial metrics. The reconciliations of the non-GAAP metrics to comparable GAAP measures are provided in the appendix of the supplemental slides, which are accessible on our investor relations website at www.trin.net. These slides can be found under the Events and Presentations portion of the website, along with the Fourth Quarter Earnings Conference Call event link.
A replay of today’s call will be available after 10:30 a.m. Eastern time through midnight on February 28, 2023. Replay information is available under the Events and Presentations page on our Investor Relations website.
It is now my pleasure to turn the call over to Jean.
E. Jean Savage
Chief Executive Officer and President
Thank you, Leigh Anne, and good morning everyone; I hope your 2023 is off to a great start.
Before we begin with our prepared remarks, I wanted to take a moment and acknowledge the accomplishments of 2022 that don’t always appear on financial statements, but are essential to all of our stakeholders.
Our company purpose is “Delivering Goods for the Good of All” and embedded in this purpose is our focus on environmental, social, and governance excellence. We have updated our operating model to embed the word “sustainability” as a core value, further evidence that we view sustainability as a key focus for our business.
Last year, we continued our efforts to ramp up our ESG initiatives as a company. This included naming a global head of ESG for Trinity to spearhead and lead our ESG initiatives. We became the first railcar manufacturing company in North America to certify that our existing EHS management system conforms to the International Organization for Standardization’s Environmental standard and Occupational Health and Safety standard. We hired a director to lead our DE&I initiatives, launched nine Employee Resource Groups and Employee Networks, and completed our first ESG roadshow with investors.
Additionally, in our core business, we are consistently working on new product development to support sustainability priorities. This includes improving efficiency in new railcar designs and programs like our sustainable conversion program that allow us to re-purpose existing railcars and increase the longevity of their parts and components. To date, our sustainable railcar conversion program has reused over 54 million pounds of steel.
Our ESG initiatives are ongoing, and I look forward to keeping you updated on our progress through the year.
And now turn with me to Slide 3 to talk about our key messages from today’s call, which we will expand on later in our prepared remarks.
Our fourth quarter GAAP EPS from continuing operations was $0.46 and adjusted EPS from continuing operations was $0.44, up $0.10 sequentially and $0.36 year over year. For the full year, GAAP EPS was $1.02 and adjusted EPS of $0.94 was up 176% over 2021. Given the unexpected labor, supply chain, and rail service challenges we faced in 2022 that impacted our ability to deliver cars at the pace we expected, we are proud of what we accomplished and the growth we achieved in 2022.
Furthermore, when we look ahead, we also have reason to be optimistic. We ended the year with our Future Lease Rate Differential, or FLRD, at 25.1%. We view this as a good predictor of future rate growth in the leasing segment, and a high FLRD is an indicator of continued, broad-based strength in the railcar leasing market. The FLRD calculates the implied change in lease rates for railcar leases expiring over the next four quarters by applying the most recently transacted quarterly lease rate for each railcar type.
The FLRD also accounts for current market rates, which remain strong despite uncertain economic sentiment. The key to remember is that industry supply has tightened, and energy costs and supply
chain planning have increased the importance of visibility and control in logistics planning for businesses. Trinity has a unique advantage as both a producer of rail cars and a beneficiary of solid leasing fundamentals. The rest of the industry either does one or the other for the most part, which can be challenging in periods of market volatility.
We are introducing our 2023 EPS guidance of $1.50 to $1.70. At the midpoint, this represents EPS growth of 70% over 2022 and reflects higher deliveries, higher lease rates, and improved segment margins.
And finally, in the fourth quarter we completed our acquisition of Holden America, our second acquisition of 2022. Eric will discuss this acquisition and our general view on future acquisitions.
And now let’s turn to Slide 4 for a market update.
While we continue to feel the impact of railroad labor shortages on rail service and traffic, there have recently been some improvements in rail service metrics that give us hope that we have seen the worst. But, the number of operating employees remains a key constraint for carriers heading into 2023. Without significant hiring, rail service improvements will be tough to maintain.
We saw 2022 rail carload volumes end the year even with 2021. Markets like grain and automotive carried meaningful momentum into the new year but other markets, such as chemical and metals, experienced notable headwinds late in 2022. At the same time, the number of railcars in storage ticked up, consistent with normal seasonal trends and the volatility in carload traffic but still remained well below the five-year average. We continue to expect the existing fleet of railcars to remain tight in 2023 and replacement needs to drive new railcar demand.
Moving to the bottom of the slide, I already mentioned our FLRD is above 25%, which is a significant step up from where it was last quarter. Our lease fleet utilization in the fourth quarter held steady at 97.9%, which is the same levels we saw pre-pandemic and is evidence of a tight fleet.
We received orders for 3,015 railcars in the quarter and delivered 4,400. We ended the year with a backlog of 32,270 railcars, valued at $3.9 billion. We expect to deliver approximately 49% of this backlog in 2023 and, given the multi-year order we booked in the third quarter, we expect some of this backlog to extend as late as 2028. Our backlog and recent inquiry levels represent replacement-level demand, and our customers need these cars for supply chain management, which gives us confidence and visibility into our delivery forecast.
Slide 5 shows the fourth quarter performance year over year. Our quarterly revenue of $591 million was up 25% as compared to a year ago, and our fourth quarter adjusted EPS of $0.44 was up 450%. While our cash flow from continuing ops in the quarter of $62 million was down 69%, our adjusted free cash flow of $138 million was up 394%.
Slide 6 shows our full year 2022 performance as compared to 2021. Our revenue, just below $2 billion, was up 30% from a year prior, and our full year adjusted EPS improved by 176%, as I previously mentioned. Additionally, our railcar deliveries improved by 50% in 2022 and our ending backlog was $3.9 billion. For the full year, cash flow was impacted by elevated working capital related to higher volumes of railcar deliveries and continued supply chain challenges. When you look at the year-over-year cash flow variance, it is worth noting that 2021 benefited from collecting $438 million in income tax receivables.
Please turn with me to Slide 7 for segment results.
I’ve already talked about the strong FLRD and fleet utilization in the leasing segment, but I also wanted to mention our renewal success rate in the fourth quarter of 85%. Our success rate for the entire year was 82%, a level we have not seen since 2014. This success rate shows that, even as we are able to increase rates at renewal to match rising current rates, customers continue to value holding the railcar and thus accept the higher rates. In short, the railcar fleet is still tight and we have a lot of visibility and stability on the leasing side of our business.
Leasing segment revenue of $197 million in the fourth quarter reflects improved rates and net lease fleet investment activities. Our FLRD has now been positive for six quarters, and we are starting to see those higher rates reflected in our financials. Leasing and management operating profit margins were 38.3% in the fourth quarter and were up sequentially due to net lease fleet investment activities. Margins were down year over year because of a general increase in maintenance, which tends to be cyclical in nature, as well as higher depreciation expense, mainly due to our sustainable railcar conversion program.
In the Rail Products segment, quarterly revenue of $656 million was up sequentially and year over year due to higher deliveries and favorable pricing and product mix. Our pace of deliveries picked up as the year progressed, and we exited the year at a higher run rate. In the first half of 2022, we delivered just under 5,000 railcars, which improved to over 8,000 in the second half of the year.
Our operating margins in the Rail Products segment came in at 2.8% in the fourth quarter and 2.8% for the full year. We spoke at length in our third quarter call about operating inefficiencies and supply chain issues pulling down margin. Unfortunately, these issues continued to impact us in the fourth quarter.
In addition to continued rail service disruptions, supplier deliveries have not kept pace with our scheduled needs, and railcar completion on several lines fell behind. Furthermore, capacity at facilities has increased more slowly than expected to meet our original production schedule. Labor was a challenge, with higher attrition requiring more hiring and onboarding than expected, which was significant given the increase in hiring we needed to achieve to match an increased production level, specifically in Mexico. The impact of rail service, supply chain, and labor issues was over 400 basis points of efficiency lost in operating profit. This means if our efficiency had performed as expected, our quarterly margin in the segment would have been about 7.0%, which is in the high single digit range we anticipated. We still expect to exit the planning period with Rail Products margins in the high single digits as we expect these issues to ease through 2023.
Finally, moving to Slide 8, I want to point out a few more key accomplishments. In December, we raised our quarterly dividend to $0.26 per share, an increase of approximately 13%, delivering on our three year goal of double-digit dividend growth. Additionally, our Board approved a new share repurchase authorization of $250 million with no expiration. This gives us more flexibility on timing as we consider various methods of capital deployment.
Our net lease fleet investment for the year was $178 million, slightly below our anticipated range of $250 million to $300 million. This is due to both a stronger-than-expected secondary market, driving higher-than-expected railcar sales, and lower deliveries to the lease fleet, given some of the supply chain issues impacting our delivery rate.
Our pre-tax ROE was 10.4% for the full year. We ended 2021 with a full year ROE of 3.4%, so 2022 marks a significant and sustainable improvement toward our strategic goal of a mid-teen ROE.
2023 marks the third year of our three-year plan we introduced at the end of 2020. On our third quarter call, we modified our operating cash flow target to a range of $1.2 billion to $1.4 billion to account for the sale of our highway business, higher working capital needs, and geography of railcar sales. Other than that adjustment, we are on track to hit those three-year targets and we continue to work toward hitting these metrics.
Before I turn the call to Eric, I wanted to talk about a few themes in our business. First, despite supply chain and rail service challenges, we continue to see strong inquiries and have great customer relationships, which gives us confidence in order flow in the near future. In addition to EPS growth in 2023, I also want to emphasize that we are seeing a significant amount of operating leverage in our business and expect to continue seeing higher returns, which we think is a more impactful measurement of our business given the value of our lease fleet and the visibility we have into our business.
We continue to make organizational changes and initiatives to focus on positioning our manufacturing and leasing businesses to maximize value creation through tough external headwinds. The Rail Products group is a strategic asset that provides revenue diversity and competitive advantage but tends to be more volatile given its exposure to market and labor issues in the short term, which has certainly been the case this year. However, over multi-year periods, the business trends with the same railcar fundamentals as the leasing business and there is a significant return to be made.
In closing, despite an unpredictable macroeconomic backdrop, I am proud of what our team accomplished this year. Operating any business does not come without challenges, but I have confidence in our ability to execute in 2023 on our three year goals given the strength of our business model and the team we have in place.
And now I’ll turn the call over to Eric to review our financial results.
Eric R. Marchetto
Executive Vice President and Chief Financial Officer
Good morning everyone. I would like to start by congratulating Jean on being named Railcar Woman of the Year by the League of Railway Women for 2022.
I would also like to give a little more color on the Holden acquisition that Jean mentioned. Holden is a manufacturer of market-leading, multi-level vehicle securement and protection systems, gravity-outlet gates, and gate accessories for freight rail in North America. We purchased Holden for an initial purchase price of $70 million, with another $10 million minimum to be paid in installments over the next two years. There is more information on this acquisition in our 10-K, which we expect to file later today. This acquisition fits well with our strategy to increase exposure to less cyclical and higher margin aftermarket parts, giving us more opportunities to serve our customers and diversify our revenue stream. Furthermore, as we see automobile preference move more toward SUVs and heavier electric vehicles, securement systems will become even more critical, and we look forward to
being a market-leading chock provider and continuing to provide the quality and service that Holden’s customers have come to expect.
We completed two acquisitions in 2022, Quasar and Holden, and are in the process of integrating both of these operations into our platform. We see value in optimizing our business with strategic acquisitions, and continue to look for the right opportunities, but remain selective in our evaluation of potential targets.
If you turn to Slide 9, I’ll start my comments with the income statement.
In the fourth quarter, our consolidated revenue of $591 million improved sequentially and year over year due to higher external railcar deliveries and improved pricing. Our adjusted EPS of $0.44 per share in the quarter, also a sequential and year over year improvement, benefited from $236 million in lease portfolio sales driving a gain of $55 million.
Moving to the cash flow statement, our full year cash flow from continuing operations was $9 million and our adjusted free cash flow for the year was $138 million after investments and dividends. As has been the case through the year, we continue to have elevated levels of working capital to support a ramp-up in production and to mitigate disruptions in the supply chain. Additionally, our operating cash flow was negatively impacted by a higher receivables balance associated with deliveries late in the year. In 2021, our free cash flow benefited from collecting approximately $438 million of income tax receivables.
In line with our guidance, we ended the year with a $38 million investment in manufacturing and general capex, and returned $154 million to shareholders through repurchases and dividends.
Secondary market sales remained strong all year, and we recorded some sizeable gains on railcar sales. As long as we are delivering railcars into our lease fleet, we expect to complete secondary market sales as an ordinary course of business assuming market conditions remain favorable. This shifts cash flows from operating activities to cash flows from investing activities, even in a period of high deliveries. This is because the cash is reflected in operations when we sell a railcar directly out of our manufacturing but the cash is reflected in investments when we sell a railcar out of the lease fleet.
As Jean mentioned, our net lease fleet investment was $178 million for the year. In 2022, approximately 36% of our manufactured railcars were delivered to our lease fleet to meet customer demand, which was a gross increase in the fleet of $929 million. In keeping with our goal of modest
fleet growth and aided by a strong secondary market, we sold approximately $751 million of railcars out of our fleet, which allows us to optimize the composition of railcars in our fleet to serve customer demand and keep utilization high.
Please turn to Slide 10.
We ended the year with liquidity of $398 million, representing cash and equivalents, revolver availability, and warehouse availability. Our loan to value of the wholly-owned fleet was 65.7% at the end of the year, remaining in line with our target LTV of 60 to 65 percent. We expect liquidity to improve in 2023 as we lower our working capital with improved supply chain conditions and higher deliveries. Our loan maturities are at attractive rates considering the market dynamics.
And now please turn to Slide 11 and let’s talk about some of the expectations for 2023.
When we set our three-year plan at the end of 2020, we stated we expected industry deliveries to stay in the replacement demand level, which we viewed as approximately 120,000 railcars over the three years. In the first two years of the plan, the industry delivered just over 70,000 railcars. We expect 2023 industry deliveries of 40,000 to 45,000, meaning we will end slightly below the 120,000 we forecasted at the end of 2020 for the three year period. This number excludes sustainable conversions, which have been significant over the planning period. For Trinity specifically, we expect to deliver at or near our historic market share of industry deliveries. We continue to view this build cycle as rational, which will benefit our lease fleet through the cycle.
Our three year planned net fleet investment was $500 to $600 million, which means we expect a net fleet investment of approximately $250 to $350 million in 2023 to land in the forecasted range. Included in this investment forecast is new railcar deliveries to the lease fleet as well as sustainable railcar conversions and modifications on our existing fleet, and secondary market additions, offset by sales in the secondary market. This is slightly higher than what we have invested in recent years. While a smaller percentage of railcars we deliver will go into our lease fleet than last year, on an absolute basis we expect similar internal deliveries and expect higher eliminations on a dollar basis due to a higher volume of deliveries at higher prices.
Our current backlog to the Leasing Group for new railcars is $459 million. Not all of this will deliver in 2023, and railcar sales will offset deliveries to the lease fleet in our full year net lease fleet investment.
Additionally, we expect manufacturing and other general capital expenditures of $40 to $50 million, similar to prior years.
We are introducing preliminary 2023 adjusted EPS guidance of $1.50 to $1.70, which represents substantial growth over 2022 results. While we do expect some easing in the labor, rail service and supply chain challenges in 2023, these issues do not go away overnight and thus are reflected in our guidance. We expect the pace of deliveries through the year to be relatively consistent, but quarterly consolidated financial results will be lumpy, driven by timing of planned maintenance expense and net lease fleet activity.
In closing, we have taken actions to optimize the balance sheet and improve the operating leverage of our business over the last several years. As we enter 2023, I am confident in our company’s ability to outperform in a challenging environment and realize cash generation and higher returns and, ultimately, higher shareholder value.
And now, operator, we are ready for our first question.
(after Q&A)
E. Jean Savage
Chief Executive Officer and President
Thank you, and thank you again everyone for joining us this morning.
We believe we are well-positioned for a strong year in 2023. Our guidance reflects higher lease rates, higher deliveries, and efficiency improvement driving higher margins and generating cash flow. I want to thank our team for their hard work this year and their ability to execute in a challenging environment.
Thank you again for your continued support.
9
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DELIVERING GOODS for THE GOOD of ALL TRINITY INDUSTRIES, INC. Investor Contact: TrinityInvestorRelations@trin.net Website: www.trin.net Q4 2022 – Earnings Conference Call Supplemental Materials February 21, 2023 – based on financial results as of December 31, 2022 Exhibit 99.3
DELIVERING GOODS for THE GOOD of ALL /// 2 Some statements in this presentation, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity's estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements, including, but not limited to, future financial and operating performance, future opportunities and any other statements regarding events or developments that Trinity believes or anticipates will or may occur in the future. Trinity uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “guidance,” “projected,” “outlook,” and similar expressions to identify these forward-looking statements. Forward-looking statements speak only as of the date of this release, and Trinity expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Trinity’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by federal securities laws. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations, including but not limited to risks and uncertainties regarding economic, competitive, governmental, and technological factors affecting Trinity’s operations, markets, products, services and prices, and such forward-looking statements are not guarantees of future performance. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and “Forward-Looking Statements” in Trinity’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by Trinity’s Quarterly Reports on Form 10-Q, and Trinity’s Current Reports on Form 8-K. Forward Looking Statements
DELIVERING GOODS for THE GOOD of ALL /// Key Messages from Q4-22 Conference Call 3 Adjusted EPS* from continuing operations of $0.44, up $0.10 sequentially and $0.36 YoY FLRD improves to 25.1%; utilization holds at 97.9% Completed acquisition of Holden America, a manufacturer of bi-level autorack chock systems * See appendix for reconciliation of non-GAAP measures 2023 EPS Guidance of $1.50 to $1.70 reflects higher deliveries, higher lease rates, and improved segment margins
DELIVERING GOODS for THE GOOD of ALL /// Rail Market Update and Commercial Overview 4 Rail Traffic Impacted by Labor Shortages (1) Railcar Storage Levels Remain Low (2) FLRD and Utilization are Favorable Received Large Multi-Year Order in Q3 2022 Fl ee t U ti liz at io n FLR D Fleet Utilization FLRD (3) Q4-21 Q1-22 Q2-22 Q3-22 Q4-22 90% 95% 100% —% 10% 20% 30% Orders Deliveries Q4-21 Q1-22 Q2-22 Q3-22 Q4-22 0 5,000 10,000 15,000 20,000 See appendix for footnotes 2020 2021 2022 2023 Five-Year Average 1 4 7 10 13 16 19 22 25 28 31 34 37 40 43 46 49 52 500,000 625,000 750,000 Storage Rate Five-Year Average Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23 15% 20% 25% 30% 35%
DELIVERING GOODS for THE GOOD of ALL /// Q4-22 Financial Results Summary – Year over Year 5 Q4-22 Revenue $591M Q4-22 Cash Flow, Continuing Ops1 $62M Q4-22 EPS, Adjusted* $0.44 Q4-22 Adjusted Free Cash Flow1* $138M * See appendix for reconciliation of non-GAAP measures +450% +25% -69% +394% (1) Q4 2021 cash flow from continuing ops included $189 million income tax refund
DELIVERING GOODS for THE GOOD of ALL /// FY22 Financial Results Summary – Year over Year 6 FY22 Revenue $2.0B FY22 Cash Flow, Continuing Ops1 $9M FY22 EPS, Adjusted* $0.94 FY22 Adjusted Free Cash Flow1* $138M * See appendix for reconciliation of non-GAAP measures +30% -99% -74%+176% (1) 2022 cash flow from continuing ops impacted by elevated working capital related to higher volumes of railcar deliveries and continued supply chain challenges; 2021 cash flow included $438 million of income tax refunds
DELIVERING GOODS for THE GOOD of ALL /// Trinity Business Segment Performance Trends 7 Rail Products Segment Revenue Drivers ◦ Quarterly revenue improved with higher volume of deliveries and favorable pricing and product mix Rail Products Margin Performance Drivers ◦ Operating margin of 2.8% in the quarter reflects labor inefficiencies ▪ Segment margin includes gains from insurance recoveries in Q4 2021, Q1 2022, and Q3 2022 Leasing Operations Revenue and Operating Profit Margin (1) Rail Products Segment Revenue and Operating Profit Margin See appendix for footnotes (i n m ill io n s) Leasing Operations Revenue OP Margin Q4-21 Q1-22 Q2-22 Q3-22 Q4-22 $— $50 $100 $150 $200 —% 20% 40% 60% (i n m ill io n s) Rail Products Revenue Maintenance Services Revenue OP Margin Q4-21 Q1-22 Q2-22 Q3-22 Q4-22 $— $250 $500 $750 —% 2% 4% 6% Leasing Segment Revenue Drivers ◦ Fleet utilization of 97.9%, renewal success rate of 85% ◦ FLRD improves to 25.1% ◦ Revenue higher due to net lease fleet investment activities, higher utilization, and improved renewal rates Leasing Margin Performance Drivers ◦ Margin slightly up sequentially driven by net lease fleet investment activities, partially offset by fleet operating costs
DELIVERING GOODS for THE GOOD of ALL /// Executing on Strategic Initiatives to Improve Pre-Tax ROE 8 LTV(1) of 65.7% Balance Sheet Optimization Completed acquisition of Holden America in Q4, a manufacturer of multi-level vehicle securement and protection systems, gravity- outlet gates, and gate accessories for freight rail Strategic Growth Continued focus on lower breakeven points Enhance value of outsourced fabrication activities Manufacturing Cost Improvement Increased quarterly dividend by approximately 13% to $0.26 per share New share repurchase authorization of $250M with no expiration authorized by the Board of Directors in Q4 Capital Allocation Execution Full year net investment in lease fleet of $178M Fleet utilization of 97.9% at pre-pandemic levels Lease Fleet Optimization *See appendix for footnotes and reconciliation of non-GAAP measures Lower Cost of Capital | Reduce Cyclicality | Improve Rail Supply Chain LTM Q4-22* LT Goal 9.6% 10.4% Mid-Teen Pre-Tax ROE Goal
DELIVERING GOODS for THE GOOD of ALL /// Revenue and EPS Growth Improvement Q4 2022 Financial Summary: Income Statement: • Total revenues of $591M reflect higher external railcar deliveries and improved pricing • Earnings per share from continuing operations of $0.46 ◦ Adjusted EPS of $0.44* • Benefited from $236M in lease portfolio sales Full Year Cash Flow: • Cash flow impacted by cyclical shifts in anticipation of higher volumes of railcar deliveries and continued supply chain challenges ◦ Cash flow from continuing operations of $9M ◦ Adjusted free cash flow of $138M* after investments and dividends • Net lease fleet investment of $178M • Investment of $38M in manufacturing and general capex • Shareholder returns of $154M through share repurchases and dividends paid Strong Performance Trends and Key Highlights 9 Cash Flow Reflects Supply Chain Challenges and Timing * See appendix for reconciliation of non-GAAP measures (i n m ill io n s) Leasing Rail Products Adj EPS, Cont Ops (Diluted) * Q4-21 Q1-22 Q2-22 Q3-22 Q4-22 $— $200 $400 $600 $— $0.25 $0.50 (i n m ill io n s) Cash Flow from Cont Ops Adjusted Free Cash Flow * FY20 FY21 FY22 $— $250 $500 $750
DELIVERING GOODS for THE GOOD of ALL /// 10 Unencumbered Railcars $335M • Pledge to warehouse • Additional assets can be sold or financed • LTV of 65.7% for the wholly-owned lease portfolio as of Q4-22(2) CAPITAL LEVERS Recourse Debt $624M @ ~5.1%(1) Non-recourse Debt $5.0B @ ~3.8%(1) • Low-cost funds • Flexible term structures • No maturities until 2024 DEBT STRUCTURE Cash & Equivalents $80M Revolver Availability $208M Warehouse Availability $110M LIQUIDITY Solid Liquidity of $398M(1) Attractive Debt Structures Conservative Capitalization See appendix for footnotes Healthy Balance Sheet Strategically Positioned for Opportunistic Deployment and Value Creation
DELIVERING GOODS for THE GOOD of ALL /// Management Outlook for Business Performance 11 C ap it al A llo ca ti on FY 2023 Summary Detail Industry Deliveries 40K — 45K railcars Does not include sustainable railcar conversions Net Fleet Investment $250M — $350M Supports 3 year net fleet investment target of $500M — $600M Manufacturing and General Capital Expenditures $40M — $50M Investments in safety, efficiency, and automation EPS from Continuing Operations $1.50 — $1.70 Excludes items outside of our normal business operations Any forward-looking statements made by the Company speak only as of the date on which they are made. Except as required by federal securities law, the Company is under no obligation to update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise.
DELIVERING GOODS for THE GOOD of ALL /// Key Messages from Q4-22 Conference Call 12 Adjusted EPS* from continuing operations of $0.44, up $0.10 sequentially and $0.36 YoY FLRD improves to 25.1%; utilization holds at 97.9% Completed acquisition of Holden America, a manufacturer of bi-level autorack chock systems * See appendix for reconciliation of non-GAAP measures 2023 EPS Guidance of $1.50 to $1.70 reflects higher deliveries, higher lease rates, and improved segment margins
DELIVERING GOODS for THE GOOD of ALL /// Trinity Q4-22 Earnings Conference Call 13 Q&A
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Adjusted Operating Results 14 Three Months Ended December 31, 2022 (in millions, except per share amounts) GAAP Interest expense, net (1) Income tax effect of CARES Act Adjusted Operating profit $ 113.5 $ — $ — $ 113.5 Income (loss) from continuing operations before income taxes $ 53.0 $ (0.4) $ — $ 52.6 Provision (benefit) for income taxes $ 10.2 $ — $ 0.6 $ 10.8 Income (loss) from continuing operations $ 42.8 $ (0.4) $ (0.6) $ 41.8 Net income from continuing operations attributable to Trinity Industries, Inc. $ 37.9 $ (0.4) $ (0.6) $ 36.9 Diluted weighted average shares outstanding 83.1 83.1 Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. $ 0.46 $ 0.44 (1) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets. We have supplemented the presentation of our reported GAAP operating profit, income from continuing operations before income taxes, provision (benefit) for income taxes, income from continuing operations, net income from continuing operations attributable to Trinity Industries, Inc., and diluted income from continuing operations per common share attributable to Trinity Industries, Inc. with non-GAAP measures that adjust the GAAP measures to exclude the impact of interest expense, net, the income tax effects of the CARES Act, and certain other transactions or events (as applicable). These non-GAAP measures are derived from amounts included in our GAAP financial statements and are reconciled to the most directly comparable GAAP financial measures in the table above. Management believes that these measures are useful to both management and investors for analyzing the performance of our business without the impact of certain items that are not indicative of our normal business operations. Non-GAAP measures should not be considered in isolation or as a substitute for our reporting results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Adjusted Operating Results 15 (1) Represents insurance recoveries in excess of net book value for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021. (2) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets. We have supplemented the presentation of our reported GAAP operating profit, income from continuing operations before income taxes, provision (benefit) for income taxes, income from continuing operations, net income from continuing operations attributable to Trinity Industries, Inc., and diluted income from continuing operations per common share attributable to Trinity Industries, Inc. with non-GAAP measures that adjust the GAAP measures to exclude the impact of gains on dispositions of other property, restructuring activities, interest expense, net, the income tax effects of the CARE Act, and certain other transactions or events (as applicable).These non-GAAP measures are derived from amounts included in our GAAP financial statements and are reconciled to the most directly comparable GAAP financial measures in the table above. Management believes that these measures are useful to both management and investors for analyzing the performance of our business without the impact of certain items that are not indicative of our normal business operations. Non-GAAP measures should not be considered in isolation or as a substitute for our reporting results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies. Year Ended December 31, 2022 (in millions, except per share amounts) GAAP Gains on dispositions of property – other (1) Restructuring activities, net Interest expense, net (2) Income tax effect of CARES Act Adjusted Operating profit $ 334.0 $ (7.5) $ 1.0 $ — $ — $ 327.5 Income (loss) from continuing operations before income taxes $ 126.5 $ (7.5) $ 1.0 $ (1.4) $ — $ 118.6 Provision (benefit) for income taxes $ 27.6 $ (1.9) $ 0.3 $ (0.3) $ 0.6 $ 26.3 Income (loss) from continuing operations $ 98.9 $ (5.6) $ 0.7 $ (1.1) $ (0.6) $ 92.3 Net income from continuing operations attributable to Trinity Industries, Inc. $ 86.1 $ (5.6) $ 0.7 $ (1.1) $ (0.6) $ 79.5 Diluted weighted average shares outstanding 84.2 84.2 Diluted income from continuing operations per common share attributable to Trinity Industries, Inc. $ 1.02 $ 0.94
DELIVERING GOODS for THE GOOD of ALL /// FY 2020 FY 2021 Q4-22 FY 2022 (in millions) Net cash provided by operating activities – continuing operations (1) $ 622.0 $ 615.6 $ 61.8 $ 9.2 Proceeds from lease portfolio sales * 138.7 454.3 235.9 750.7 Capital expenditures – manufacturing and other (95.9) (23.6) (12.3) (38.0) Dividends paid to common shareholders (91.7) (88.5) (18.6) (76.9) Equity CapEx for leased railcars (from table below) (483.7) (418.9) (128.6) (506.7) Adjusted Free Cash Flow After Investments and Dividends $ 89.4 $ 538.9 $ 138.2 $ 138.3 Capital expenditures – leasing * $ 602.2 $ 547.2 $ 237.7 $ 928.8 Less: Payments to retire debt (1,442.9) (2,315.8) (227.0) (1,578.5) Proceeds from issuance of debt 1,561.4 2,444.1 336.1 2,000.6 Net proceeds from (repayments of) debt 118.5 128.3 109.1 422.1 Equity CapEx for leased railcars $ 483.7 $ 418.9 $ 128.6 $ 506.7 Reconciliation: Walking Adjusted FCF Beyond Lease Investment 16 (1) Amounts for the year ended December 31, 2021 include the collection of approximately $438 million of income tax refunds associated with the loss carryback provisions included in the CARES Act. Adjusted Free Cash Flow After Investments and Dividends (“Adjusted Free Cash Flow”) is a non-GAAP financial measure. The change in presentation of sales of railcars from the lease fleet, which was effected on a prospective basis beginning in the fourth quarter of 2020, had no effect on our previously reported Adjusted Free Cash Flow. Beginning in the fourth quarter of 2020, Adjusted Free Cash Flow is defined as net cash provided by operating activities from continuing operations as computed in accordance with GAAP, plus cash proceeds from lease portfolio sales, less capital expenditures for manufacturing, dividends paid, and Equity CapEx for leased railcars. Equity CapEx for leased railcars is defined as leasing capital expenditures, adjusted to exclude net proceeds from (repayments of) debt. * For periods prior to the fourth quarter of 2020, Adjusted Free Cash Flow is defined as net cash provided by operating activities from continuing operations as computed in accordance with GAAP, plus cash proceeds from sales of leased railcars owned more than one year at the time of sale, less capital expenditures for manufacturing, dividends paid, and Equity CapEx for leased railcars. Equity CapEx for leased railcars is defined as leasing capital expenditures, net of sold lease fleet railcars owned one year or less, adjusted to exclude net proceeds from (repayments of) debt. We believe Adjusted Free Cash Flow is useful to both management and investors as it provides a relevant measure of liquidity and a useful basis for assessing our ability to fund our operations and repay our debt. Adjusted Free Cash Flow is reconciled to net cash provided by operating activities from continuing operations, the most directly comparable GAAP financial measure, in the table above. Non-GAAP measures should not be considered in isolation or as a substitute for our reporting results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies.
DELIVERING GOODS for THE GOOD of ALL /// Reconciliation: Total Company Pre-Tax ROE 17 (1) Represents insurance recoveries in excess of net book value for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021. (2) Excludes $81.3 million of non-cash impairment of long-lived asset charges associated with the noncontrolling interest recorded in the second quarter of 2020. (3) Excludes $7.1 million of loss on extinguishment of debt associated with the noncontrolling interest recorded in the second quarter of 2021. (4) Represents interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets. (5) Return on Equity is calculated as income (loss) from continuing operations divided by average total stockholders' equity. (6) Pre-Tax Return on Equity is calculated as adjusted profit before tax divided by average adjusted stockholders' equity, each as defined below and reconciled above. Pre-Tax Return on Equity (“Pre-Tax ROE”) is a non-GAAP measure that is derived from amounts included in our GAAP financial statements. We define Pre-Tax ROE as a ratio for which (i) the numerator is calculated as income or loss from continuing operations, adjusted to exclude the effects of the provision or benefit for income taxes, net income or loss attributable to noncontrolling interest, and certain other adjustments, which include gains on dispositions of other property, the controlling interest portion of impairment of long-lived assets and loss on extinguishment of debt, restructuring activities, interest expense, net, and pension plan settlement; and (ii) the denominator is calculated as average stockholders’ equity (which excludes noncontrolling interest), adjusted to exclude accumulated other comprehensive income or loss. In the table above, the numerator and denominator of our Pre-Tax ROE calculation are reconciled to income (loss) from continuing operations and total stockholders’ equity, respectively, which are the GAAP financial measures used in the computation of ROE. Management believes that Pre-Tax ROE is a useful measure to both management and investors as it provides an indication of the economic return on the Company’s investments over time. Pre-Tax ROE is used in consideration of the Company’s expected tax position in the near-term. Non-GAAP measures should not be considered in isolation or as a substitute for our reporting results prepared in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures for other companies. December 31, 2022 December 31, 2021 December 31, 2020 ($ in millions) Numerator: Income (loss) from continuing operations $ 98.9 $ 39.3 $ (250.5) Provision (benefit) for income taxes 27.6 15.9 (274.1) Income (loss) from continuing operations before income taxes 126.5 55.2 (524.6) Net (income) loss attributable to noncontrolling interest (12.8) 0.2 78.9 Adjustments: Gains on dispositions of property – other (1) (7.5) (7.8) — Impairment of long-lived assets – controlling interest (2) — — 315.1 Restructuring activities, net 1.0 (3.7) 10.9 Loss on extinguishment of debt – controlling interest (3) — 4.6 5.0 Interest expense, net (4) (1.4) — — Pension plan settlement — (0.6) 151.5 Adjusted Profit Before Tax $ 105.8 $ 47.9 $ 36.8 Denominator: Total stockholders' equity $ 1,269.6 $ 1,296.8 $ 2,016.0 Noncontrolling interest (257.2) (267.0) (277.2) Accumulated other comprehensive (income) loss (19.7) 17.0 30.9 Adjusted Stockholders' Equity $ 992.7 $ 1,046.8 $ 1,769.7 Average total stockholders' equity $ 1,283.2 $ 1,656.4 $ 2,197.5 Return on Equity (5) 7.7 % 2.4 % (11.4) % Average Adjusted Stockholders' Equity $ 1,019.8 $ 1,408.3 $ 1,976.5 Pre-Tax Return on Equity (6) 10.4 % 3.4 % 1.9 %
DELIVERING GOODS for THE GOOD of ALL /// Footnotes and Reconciliations 18 Slide 4 - Rail Market Update and Commercial Overview (1) Association of American Railroads (AAR) Weekly Railcar Loadings (2) AAR Rail Time Indicators – February 1, 2023 (3) Future Lease Rate Differential (FLRD) calculates the implied change in lease rates for railcar leases expiring over the next four quarters. The FLRD assumes that these expiring leases will be renewed at the most recent quarterly transacted lease rates for each railcar type. We believe the FLRD is useful to both management and investors as it provides insight into the near-term trend in lease rates as well as the longer term impact of renewing rates on future revenue. The FLRD is calculated as follows: (New Lease Rates — Expiring Lease Rates) x Expiring Railcar Leases (Expiring Lease Rates x Expiring Railcar Leases) Slide 7 - Trinity Business Segment Performance Trends (1) Leasing Operations Profit Margin calculated using only revenues and operating profit from Leasing Operations including partially- owned subsidiaries and excluding lease portfolio sales. Leasing Operations is specific to revenue and operating profit reported under “Leasing and management” within the Railcar Leasing and Management Services Group. Slide 8 - Executing on Strategic Initiatives to Improve Pre-Tax ROE (1) Excludes corporate revolving credit facility with an outstanding balance of $225.0 million as of December 31, 2022 Slide 9 - Strong Performance Trends and Key Highlights Adjusted EPS includes the following adjustments reported by the Company (each per common diluted share): ◦ Reported Q4-21 GAAP EPS was $0.16; Adjusted EPS excludes $0.03 related to the pension plan settlement refund, $0.02 related to the insurance recoveries in excess of net book value for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021, $0.02 related to restructuring activities, and $0.01 related to prior year carryback claims as permitted under recent tax legislation. ◦ Reported Q1-22 GAAP EPS was $0.09; Adjusted EPS excludes $0.06 related to the insurance recoveries in excess of net book value for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021. ◦ Reported Q2-22 GAAP EPS and Adjusted EPS was $0.14. ◦ Reported Q3-22 GAAP EPS was $0.35. Adjusted EPS excludes $0.01 related to the insurance recoveries in excess of net book value for assets damaged by a tornado at the Company’s rail maintenance facility in Cartersville, Georgia in the first quarter of 2021. ◦ Reported Q4-22 GAAP EPS was $0.46; Adjusted EPS excludes $0.01 of interest income accretion related to a seller-financing agreement associated with the sale of certain non-operating assets and $0.01 related to prior year carryback claims as permitted under recent tax legislation Slide 10 - Healthy Balance Sheet Strategically Positioned for Opportunistic Deployment and Value Creation (1) Balances and blended average interest rate as of December 31, 2022 (2) Excludes corporate revolving credit facility with an outstanding balance of $225.0 million as of December 31, 2022