UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| (Mark One) | |||||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025
| OR | |||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _________ to _________ .
Commission File Number 1-6903
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
(214 ) 631-4420
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Smaller reporting company ☐ 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. ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No þ
At April 24, 2025, the number of shares of common stock, $0.01 par value, outstanding was 81,612,963 .
TRINITY INDUSTRIES, INC.
FORM 10-Q
TABLE OF CONTENTS
| Caption | Page | ||||
2
PART I
Item 1. Financial Statements
Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions, except per share amounts) | |||||||||||
Revenues: | |||||||||||
| Manufacturing | $ | $ | |||||||||
| Leasing & Services | |||||||||||
Operating costs: | |||||||||||
Cost of revenues: | |||||||||||
| Manufacturing | |||||||||||
| Leasing & Services | |||||||||||
Selling, engineering, and administrative expenses: | |||||||||||
| Manufacturing | |||||||||||
| Leasing & Services | |||||||||||
| Corporate & other | |||||||||||
Gains on dispositions of property: | |||||||||||
| Lease portfolio sales | |||||||||||
| Other | |||||||||||
| Total operating profit | |||||||||||
Other (income) expense: | |||||||||||
| Interest expense, net | |||||||||||
| Other, net | ( | ||||||||||
| Income from continuing operations before income taxes | |||||||||||
Provision (benefit) for income taxes: | |||||||||||
| Current | |||||||||||
| Deferred | ( | ( | |||||||||
| Income from continuing operations | |||||||||||
Loss from discontinued operations, net of benefit for income taxes of $ | ( | ( | |||||||||
| Net income | |||||||||||
| Net income attributable to noncontrolling interest | |||||||||||
| Net income attributable to Trinity Industries, Inc. | $ | $ | |||||||||
| Basic earnings per common share: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net income attributable to Trinity Industries, Inc. | $ | $ | |||||||||
| Diluted earnings per common share: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net income attributable to Trinity Industries, Inc. | $ | $ | |||||||||
| Weighted average number of shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
Note: Earnings per common share is calculated independently for each component and may not sum to total net income attributable to Trinity Industries, Inc. per common share due to rounding.
See accompanying notes to Consolidated Financial Statements.
3
Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss): | |||||||||||
| Derivative financial instruments: | |||||||||||
Unrealized gains (losses) arising during the period, net of tax benefit (expense) of $ | ( | ||||||||||
Reclassification adjustments for (gains) losses included in net income, net of tax benefit (expense) of $ | ( | ||||||||||
| Comprehensive income | |||||||||||
| Less: comprehensive income attributable to noncontrolling interest | |||||||||||
| Comprehensive income attributable to Trinity Industries, Inc. | $ | $ | |||||||||
See accompanying notes to Consolidated Financial Statements.
4
Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets
| March 31, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| (in millions) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables, net of allowance | |||||||||||
| Income tax receivable | |||||||||||
Inventories: | |||||||||||
| Raw materials and supplies | |||||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
Restricted cash, including partially-owned subsidiaries of $ | |||||||||||
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $ | |||||||||||
Less accumulated depreciation, including partially-owned subsidiaries of $ | ( | ( | |||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
Debt: | |||||||||||
| Recourse | |||||||||||
| Non-recourse: | |||||||||||
| Wholly-owned subsidiaries | |||||||||||
| Partially-owned subsidiaries | |||||||||||
| Deferred income taxes | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 13) | |||||||||||
Preferred stock – | |||||||||||
Common stock – | |||||||||||
| Capital in excess of par value | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Treasury stock | ( | ( | |||||||||
| Trinity stockholders' equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to Consolidated Financial Statements.
5
Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Loss from discontinued operations, net of income taxes | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities – continuing operations: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Provision (benefit) for deferred income taxes | ( | ( | |||||||||
| Net gains on lease portfolio sales | ( | ( | |||||||||
| Gains on dispositions of property and other assets | ( | ( | |||||||||
| Non-cash interest expense | |||||||||||
| Other | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| (Increase) decrease in receivables | ( | ||||||||||
| (Increase) decrease in inventories | |||||||||||
| (Increase) decrease in other assets | ( | ||||||||||
| Increase (decrease) in accounts payable | |||||||||||
| Increase (decrease) in accrued liabilities | ( | ( | |||||||||
| Increase (decrease) in other liabilities | ( | ||||||||||
| Net cash provided by operating activities – continuing operations | |||||||||||
| Net cash used in operating activities – discontinued operations | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Capital expenditures – lease fleet | ( | ( | |||||||||
| Proceeds from lease portfolio sales | |||||||||||
| Capital expenditures – operating and administrative | ( | ( | |||||||||
| Proceeds from dispositions of property and other assets | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Payments to retire debt | ( | ( | |||||||||
| Proceeds from issuance of debt | |||||||||||
| Payments to settle contingent consideration liability | ( | ( | |||||||||
| Shares repurchased | ( | ||||||||||
| Dividends paid to common shareholders | ( | ( | |||||||||
| Purchase of shares to satisfy employee tax on vested stock | ( | ( | |||||||||
| Distributions to noncontrolling interest | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | |||||||||
See accompanying notes to Consolidated Financial Statements.
6
Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(unaudited)
| Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Trinity Stockholders’ Equity | Noncontrolling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | $ | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except par value and per common share amounts) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared on common stock (1) | — | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Distributions to noncontrolling interest | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of share-based awards, net | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | — | — | — | — | — | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Balances at March 31, 2025 | $ | $ | $ | $ | ( | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Trinity Stockholders’ Equity | Noncontrolling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | $ | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except par value and per common share amounts) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared on common stock (1) | — | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of share-based awards, net | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
(1) Dividends of $0.30 and $0.28 per common share for the three months ended March 31, 2025 and 2024, respectively.
See accompanying notes to Consolidated Financial Statements.
7
Trinity Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The foregoing Consolidated Financial Statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and Subsidiaries (“Trinity,” “Company,” “we,” “our,” or "us"), which include the accounts of our wholly-owned subsidiaries and partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”), RIV 2013 Rail Holdings LLC ("RIV 2013"), and Trinity Global Ventures Limited ("Trinity Global Ventures"), in which we have a controlling interest. In our opinion, all normal and recurring adjustments necessary for a fair presentation of our financial position as of March 31, 2025 and the results of operations and cash flows for the three months ended March 31, 2025 and 2024 have been made in conformity with generally accepted accounting principles. All significant intercompany accounts and transactions have been eliminated. Certain prior year balances have been reclassified to conform to the 2025 presentation.
Due to seasonal and other factors, the results of operations for the three months ended March 31, 2025 may not be indicative of expected results of operations for the year ending December 31, 2025. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with our audited Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024.
Revenue Recognition
Revenue associated with our railcar lease contracts is recognized in accordance with Accounting Standards Codification ("ASC") 842, Leases. Revenue associated with our railcar manufacturing, maintenance services, digital and logistics services businesses, and certain servicing, maintenance, and management agreements is recognized in accordance with ASC 606, Revenue from Contracts with Customers.
Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. For all contracts with customers, we evaluate whether we are the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). Generally, we are the principal in our contracts with customers and report revenues on a gross basis as we control the product or service before it is transferred to a customer. We act as an agent for a small number of service contracts and report those revenues on a net basis as we do not control the services before they are provided to the customer. Payments for our products and services are generally due within normal commercial terms.
The following is a description of principal activities from which we generate our revenue, separated by reportable segments. See Note 4 for a further discussion regarding our reportable segments.
Railcar Leasing and Services Group
In our Railcar Leasing and Services Group ("Leasing Group"), revenue from rentals and operating leases, including contracts that contain non-level fixed lease payments, is recognized monthly on a straight-line basis. Leases not classified as operating leases are generally considered sales-type leases as a result of an option to purchase.
We review our operating lease receivables for collectibility on a regular basis, taking into consideration changes in factors such as the lessee’s payment history, the financial condition of the lessee, and business and economic conditions in the industry in which the lessee operates. In the event that the collectibility of a receivable with respect to any lessee is no longer probable, we derecognize the revenue and related receivable and recognize future revenue only when the lessee makes a rental payment. Contingent rents are recognized when the contingency is resolved.
Selling profit or loss associated with sales-type leases is recognized upon lease commencement, and a net investment in the sales-type lease is recorded in the Consolidated Balance Sheets. Interest income related to sales-type leases is recognized over the lease term using the effective interest method. See "Lease Accounting" below for additional information regarding sales-type leases.
8
We report all sales of railcars from the lease fleet and selling profit or loss associated with sales-type leases as a net gain or loss from the disposal of a long-term asset in accordance with ASC 610-20, Gains and losses from the derecognition of non-financial assets. These sales are presented in the Lease portfolio sales line in our Consolidated Statements of Operations.
Our maintenance services business is primarily dedicated to servicing our lease fleet. Revenues related to maintenance services performed on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group. Services that are not included in the full-service lease agreement, such as repairs of railcar damage or other customer-specific requirements, as well as maintenance and repair activities on railcars owned by third parties, including our investor-owned fleet, are reflected in the Leasing Group's revenues and are not eliminated in consolidation.
Within maintenance services, revenue is recognized over time as repair and maintenance projects are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project. We recorded contract assets of $11.5 million and $9.6 million as of March 31, 2025 and December 31, 2024, respectively, related to unbilled revenues recognized on repair and maintenance activities that have been performed, but for which the entire project has not yet been completed, and the railcar has not yet been shipped to the customer. These contract assets are included within the Receivables, net of allowance line in our Consolidated Balance Sheets.
Rail Products Group
Our railcar manufacturing business recognizes revenue related to new railcars at a point in time when the customer has submitted its certificate of acceptance and legal title of the railcar has passed to the customer. Certain contracts for the sales of railcars include price adjustments based on changes to input costs; this amount represents variable consideration for which we are generally unable to estimate the final consideration until the railcar is delivered.
Revenue related to sustainable railcar conversions is recognized over time as sustainable railcar conversions are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project. Revenue related to certain support services is recognized over time based on our stand-ready obligation to provide such services. We recorded contract assets of $3.7 million and $3.4 million as of March 31, 2025 and December 31, 2024, respectively. These contract assets are included within the Receivables, net of allowance line in our Consolidated Balance Sheets.
We account for shipping and handling costs as activities to fulfill the promise to transfer the good; as such, these fees are recorded in revenue. The fees and costs of shipping and handling activities are accrued when the related performance obligation has been satisfied.
Unsatisfied Performance Obligations
The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of March 31, 2025 and the percentage of the outstanding performance obligations as of March 31, 2025 expected to be delivered during the remainder of 2025:
Unsatisfied performance obligations at March 31, 2025 | |||||||||||
| Total Amount | Percent expected to be delivered in 2025 | ||||||||||
| (in millions) | |||||||||||
Rail Products Group: | |||||||||||
| New railcars: | |||||||||||
| External customers | $ | ||||||||||
Leasing Group | |||||||||||
| $ | % | ||||||||||
| Sustainable railcar conversions | $ | % | |||||||||
Railcar Leasing and Services Group: | |||||||||||
| Leasing and management | $ | % | |||||||||
| Maintenance services | $ | % | |||||||||
9
The remainder of the unsatisfied performance obligations for the Rail Products Group is expected to be delivered through 2028. The orders in the Rail Products Group's backlog from the Leasing Group are fully supported by lease commitments with external customers. The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may elect to change their procurement decision.
Lease Accounting
Lessor
Our Leasing Group enters into railcar operating leases with third parties with terms generally ranging between one year and ten years . The majority of our fleet operates on full-service leases that earn fixed monthly lease payments. Generally, lease payments are due at the beginning of the applicable month. A portion of our fleet operates on per diem leases that earn usage-based variable lease payments. Some of our leases include options to extend the leases for up to five years , and a small percentage of our leases include early termination options with certain notice requirements and early termination penalties. As of March 31, 2025, non-lease fleet operating leases in which we are the lessor were not significant, and we had no direct finance leases.
We manage risks associated with residual values of leased railcars by investing across a diverse portfolio of railcar types, staggering lease maturities within any given railcar type, avoiding concentration of railcar type and industry, and actively participating in secondary markets. Additionally, our lease agreements contain normal wear and tear return condition provisions and high mileage thresholds designed to protect the value of our residual assets. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.
The following table summarizes the impact of our leases on our Consolidated Statements of Operations:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Operating lease revenues | $ | $ | |||||||||
| Variable operating lease revenues | $ | $ | |||||||||
| Interest income on sales-type lease receivables | $ | $ | |||||||||
Future contractual minimum revenues for operating leases will mature as follows (in millions)(1):
| Remaining nine months of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
(1) Total contractual minimum rental revenues on operating leases relates to our wholly-owned and partially-owned subsidiaries and sub-lease rental revenues associated with the Leasing Group's operating lease obligations.
Future contractual minimum lease receivables for sales-type leases will mature as follows (in millions):
| Remaining nine months of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | |||||
| Less: Unearned interest income | ( | ||||
Net investment in sales-type leases (1) | $ | ||||
(1) Included in other assets in our Consolidated Balance Sheets .
10
Financial Instruments
We consider all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less, or short-term marketable securities if purchased with a maturity of more than three months and less than one year.
Financial instruments that potentially subject us to a concentration of credit risk are primarily cash investments, including restricted cash and receivables. We place our cash investments in bank deposits, investment grade short-term debt instruments, highly-rated money market funds, and highly-rated commercial paper. We limit the amount of credit exposure to any one commercial issuer. The carrying values of cash, receivables, and accounts payable are considered to be representative of their respective fair values.
Supply Chain Finance Program
In cooperation with a participating financial institution, we facilitate a voluntary supply chain finance ("SCF") program for several of our suppliers. We negotiate payment terms with suppliers that are in line with average industry terms. We have not pledged any assets as security or provided other forms of guarantees to the financial institution. Under the SCF program, participating suppliers may choose to sell, at a discounted price, receivables due from us to the financial institution, at the sole discretion of both the suppliers and the financial institution, prior to the invoices’ scheduled due dates. The payment terms that we negotiate with all suppliers are consistent regardless of whether the supplier chooses to participate in the SCF program for a particular invoice. The SCF program is administered by a third-party financial institution, and our responsibility is limited to making payments based on the terms originally negotiated with participating suppliers, regardless of whether such suppliers sell receivables to the financial institution.
Amounts due to our participating suppliers in the SCF program totaled $10.7 million and $8.2 million as of March 31, 2025 and December 31, 2024, respectively, and are included in accounts payable in our Consolidated Balance Sheets. Payments made under the SCF program are reflected in net cash provided by operating activities from continuing operations in our Consolidated Statements of Cash Flows.
Recent Accounting Pronouncements
Not Yet Adopted
ASU 2023-09 – In December 2023, the FASB issued ASU No. 2023-09, "Improvements to Income Tax Disclosures," which enhances transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires, on an annual basis, a tabular disclosure using specific categories in the rate reconciliation and providing additional information for reconciling items that meet a quantitative threshold, as well as the disaggregation of income taxes paid by federal, state, and foreign jurisdictions. ASU 2023-09 is effective for public companies during annual reporting periods beginning after December 15, 2024 on a prospective basis, with an option for retrospective application. We are currently evaluating the impact ASU 2023-09 will have on our income tax disclosures.
ASU 2024-03 – In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses," which improves financial reporting and responds to investor input by requiring public companies to disclose additional information about certain expenses in the notes to the consolidated financial statements. ASU 2024-03 requires disclosures, on an annual and interim basis, of the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense category; a qualitative description of amounts remaining that are not separately disaggregated quantitatively; and the amount of selling expenses and, in annual reporting periods, the definition of selling expenses. ASU 2024-03 is effective for public companies during annual reporting periods beginning after December 15, 2026 on a prospective basis, with an option for retrospective application. Early adoption is permitted. We are currently evaluating the impact ASU 2024-03 will have on our financial statement disclosures.
11
Note 2. Acquisitions and Discontinued Operations
Acquisitions
Acquisition of Holden America
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. The purchase agreement included minimum additional consideration of $10.0 million, which was payable in installments of $5.0 million per year in each of 2024 and 2025. The purchase agreement also contained a provision whereby additional consideration could become payable based on the achievement of certain revenue targets, up to a maximum payout of $10.0 million. The first installment of the additional consideration, totaling $10.0 million, was paid during the three months ended March 31, 2024.
Discontinued Operations
In the fourth quarter of 2021, we completed the sale of Trinity Highway Products, LLC (“THP”). Upon completion of the sale, the accounting requirements for reporting THP as a discontinued operation were met. In connection with the sale, the Company agreed to indemnify the buyer for certain liabilities related to the highway products business, including certain liabilities resulting from or arising out of the ET-Plus® System, a highway guardrail end-terminal system (the “ET Plus”). Consequently, results from discontinued operations include certain legal expenses that are directly attributable to the highway products business. Similar expenses related to these retained obligations that may be incurred in the future will likewise be reported in discontinued operations. For the three months ended March 31, 2025 and 2024, we recorded expenses related to these obligations of $2.5 million ($1.9 million, net of income taxes) and $5.6 million ($4.3 million, net of income taxes), respectively. These expenses are included in loss from discontinued operations, net of income taxes in our Consolidated Statements of Operations. See Note 15 of our Annual Report on Form 10-K for further information regarding obligations retained in connection with the THP sale.
12
Note 3. Derivative Instruments and Fair Value Measurements
Derivative Instruments
We use derivative instruments to mitigate interest rate risk, including risks associated with the impact of changes in interest rates in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in foreign currency exchange rates. Derivative instruments that are designated and qualify as cash flow hedges are accounted for by recording the effective portion of the gain or loss on the derivative instrument in accumulated other comprehensive income or loss ("AOCI") as a separate component of stockholders' equity. These accumulated gains or losses are reclassified into earnings in the periods during which the hedged transactions affect earnings. Derivative instruments that are not designated as hedges are accounted for by recording the realized and unrealized gains or losses on the derivative instrument in other, net (income) expense in our Consolidated Statements of Operations. We continuously monitor our derivative positions and the credit ratings of our counterparties and do not anticipate losses due to non-performance. See Note 8 for a description of our debt instruments.
Derivatives Designated as Hedging Instruments
Interest Rate Hedges
Included in accompanying balance sheet at March 31, 2025 | |||||||||||||||||||||||||||||
| AOCI – loss/(income) | |||||||||||||||||||||||||||||
| Notional Amount | Interest Rate (1) | Asset/(Liability) | Controlling Interest | Noncontrolling Interest | |||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||
| Expired hedges: | |||||||||||||||||||||||||||||
| 2018 secured railcar equipment notes | $ | % | $ | $ | $ | ||||||||||||||||||||||||
| Tribute Rail secured railcar equipment notes | $ | % | $ | $ | $ | ||||||||||||||||||||||||
| 2017 promissory notes – interest rate cap | $ | % | $ | $ | ( | $ | |||||||||||||||||||||||
| Open hedges: | |||||||||||||||||||||||||||||
| 2017 promissory notes – interest rate swap | $ | % | $ | $ | ( | $ | |||||||||||||||||||||||
| TRL-2023 term loan | $ | % | $ | ( | $ | $ | |||||||||||||||||||||||
TILC (2) | $ | % | $ | ( | $ | $ | |||||||||||||||||||||||
(1) Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes .
(2) We entered into forward starting interest rate swaps to hedge a portion of the risk of potential interest rate increases in anticipation of a debt refinancing, which was completed on April 30, 2025. See Note 8 for further information. The balance at March 31, 2025 is comprised of a derivative liability of $2.1 million with one counterparty and a derivative asset of $0.9 million with a different counterparty.
| Effect on interest expense – increase/(decrease) | |||||||||||||||||
| Three Months Ended March 31, | Expected effect during next twelve months | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (in millions) | |||||||||||||||||
Expired hedges: | |||||||||||||||||
2018 secured railcar equipment notes | $ | $ | $ | ||||||||||||||
| Tribute Rail secured railcar equipment notes | $ | $ | $ | ||||||||||||||
| 2017 promissory notes – interest rate cap | $ | $ | $ | ( | |||||||||||||
Open hedges (1): | |||||||||||||||||
| 2017 promissory notes – interest rate swap | $ | $ | $ | ( | |||||||||||||
| TRL-2023 term loan | $ | $ | $ | ( | |||||||||||||
| TILC | $ | $ | $ | ||||||||||||||
(1) Based on the fair value of open hedges as of March 31, 2025.
13
Foreign Currency Hedges
Our exposure related to foreign currency transactions is currently hedged for up to a maximum of nine months. Information related to our foreign currency hedges is as follows:
Included in accompanying balance sheet at March 31, 2025 | Effect on cost of revenues – increase/(decrease) | ||||||||||||||||||||||||||||||||||
| Notional Amount | Asset/ (Liability) | AOCI – loss/(income) | Three Months Ended March 31, | Expected effect during next twelve months (1) | |||||||||||||||||||||||||||||||
| Instrument | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Forward contracts | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Options | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1) Based on the fair value of open hedges as of March 31, 2025.
Derivatives Not Designated as Hedging Instruments (1)
Asset/(Liability) at March 31, 2025 | Effect on other, net (income) expense – increase/(decrease) | ||||||||||||||||||||||||||||
| Notional Amount | Interest Rate | Three Months Ended March 31, | |||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||
| Interest rate derivatives – open: | |||||||||||||||||||||||||||||
| TILC warehouse facility – interest rate cap | $ | % | $ | $ | $ | ||||||||||||||||||||||||
TILC – interest rate cap (2) | $ | % | $ | ( | $ | $ | |||||||||||||||||||||||
Interest rate derivatives – expired (3): | |||||||||||||||||||||||||||||
| TILC warehouse facility – interest rate cap | $ | % | $ | $ | $ | ||||||||||||||||||||||||
| TILC – interest rate cap | $ | % | $ | $ | $ | ||||||||||||||||||||||||
(1) Comprised of back-to-back interest rate caps entered into with the same counterparty in connection with our risk management objectives.
(2) The amount recorded to other, net (income) expense in our Consolidated Statements of Operations for the three months ended March 31, 2024 includes a fee of $3.1 million related to the execution of back-to-back interest rate caps associated with the Trinity Industries Leasing Company (“TILC”) warehouse loan facility.
(3) These interest rate caps matured and settled in 2024.
14
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are listed below.
Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. Our cash equivalents and restricted cash are instruments of the U.S. Treasury or highly-rated money market mutual funds. The assets measured on a recurring basis as Level 1 in the fair value hierarchy are summarized below:
| Level 1 | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Assets: | |||||||||||
| Cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total assets | $ | $ | |||||||||
Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Interest rate swaps and interest rate caps are valued at exit prices obtained from each counterparty. Foreign currency hedges are valued at exit prices obtained from each counterparty, which are based on currency spot and forward rates and forward points. The assets and liabilities measured on a recurring basis as Level 2 in the fair value hierarchy are summarized below:
| Level 2 | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
Assets (1): | |||||||||||
| Derivatives designated as hedging instruments: | |||||||||||
| Interest rate hedges | $ | $ | |||||||||
| Foreign currency hedges | |||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||
| Interest rate derivatives | |||||||||||
| Total assets | $ | $ | |||||||||
Liabilities (2): | |||||||||||
| Derivatives designated as hedging instruments: | |||||||||||
| Interest rate hedges | $ | $ | |||||||||
| Foreign currency hedges | |||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||
| Interest rate derivatives | |||||||||||
| Total liabilities | $ | $ | |||||||||
(1) Included in other assets in our Consolidated Balance Sheets.
(2) Included in accrued liabilities in our Consolidated Balance Sheets.
Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of March 31, 2025 and December 31, 2024, we have no
See Note 8 for the estimated fair values of our debt instruments. The fair values of all other financial instruments are estimated to approximate carrying value.
15
Note 4. Segment Information
We report our operating results in two reportable segments: (1) the Railcar Leasing and Services Group, which owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; railcar maintenance and modification services; and other railcar logistics products and services; and (2) the Rail Products Group, which manufactures and sells railcars and related parts and components.
Our Chief Operating Decision Maker ("CODM") is our Chief Executive Officer. Operating profit is the primary measure our CODM uses to assess performance and allocate resources to each of our reportable segments. Gains and losses from the sale of property, plant, and equipment are included in the operating profit of each respective segment.
Sales and related net profits ("deferred profit") from the Rail Products Group to the Leasing Group are recorded in the Rail Products Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers, taking into consideration quantity, features, and production demand. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profit of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Lease portfolio sales are included in the Leasing Group, with related gains and losses computed based on the net book value of the original manufacturing cost of the railcars.
The financial information for these segments is shown in the tables below (in millions). We operate principally in North America.
| Three Months Ended March 31, 2025 | |||||||||||||||||
| Railcar Leasing and Services Group | Rail Products Group | Total | |||||||||||||||
| External revenues | $ | $ | $ | ||||||||||||||
| Intersegment revenues | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Elimination of intersegment revenues | ( | ||||||||||||||||
| Total consolidated revenues | $ | ||||||||||||||||
Less (1): | |||||||||||||||||
Rail Products Group cost of revenues (2) | * | ||||||||||||||||
Depreciation and amortization for Company-owned railcars (3) | * | ||||||||||||||||
Maintenance and compliance for Company-owned railcars (3)(4) | * | ||||||||||||||||
| Selling, engineering, and administrative expenses | |||||||||||||||||
| Gains on lease portfolio sales | ( | * | |||||||||||||||
Other segment items (5) | |||||||||||||||||
| Segment operating profit | $ | $ | $ | ||||||||||||||
16
| Three Months Ended March 31, 2024 | |||||||||||||||||
| Railcar Leasing and Services Group | Rail Products Group | Total | |||||||||||||||
| External revenues | $ | $ | $ | ||||||||||||||
| Intersegment revenues | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Elimination of intersegment revenues | ( | ||||||||||||||||
| Total consolidated revenues | $ | ||||||||||||||||
Less (1): | |||||||||||||||||
Rail Products Group cost of revenues (2) | * | ||||||||||||||||
Depreciation and amortization for Company-owned railcars (3) | * | ||||||||||||||||
Maintenance and compliance for Company-owned railcars (3)(4) | * | ||||||||||||||||
| Selling, engineering, and administrative expenses | |||||||||||||||||
| Gains on lease portfolio sales | ( | * | |||||||||||||||
Other segment items (5) | |||||||||||||||||
| Segment operating profit | $ | $ | $ | ||||||||||||||
*Not identified as a significant expense for this segment.
(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to and reviewed by the CODM. Intersegment expenses are included within the amounts shown.
(2) Cost of revenues in the Rail Products Group primarily includes materials, labor, and overhead, including depreciation and amortization.
(3) Company-owned railcars include wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
(4) Maintenance and compliance expense is reported at cost with respect to the services performed by our maintenance services business to support the railcars in our lease fleet.
(5) Other segment items for each reportable segment include:
–Railcar Leasing and Services Group: the remaining operating costs for our maintenance services and digital and logistics services businesses, including materials, labor, and overhead costs; other operating costs for the lease fleet, including equipment rental, property taxes, and freight and storage expenses; and gains or losses on dispositions of other property.
The reconciliation of segment operating profit to consolidated net income is as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Operating profit: | |||||||||||
| Railcar Leasing and Services Group | $ | $ | |||||||||
| Rail Products Group | |||||||||||
| Segment Totals | |||||||||||
| Corporate and other | ( | ( | |||||||||
| Eliminations | ( | ( | |||||||||
| Consolidated operating profit | |||||||||||
| Other (income) expense | |||||||||||
| Provision (benefit) for income taxes | |||||||||||
| Loss from discontinued operations, net of income taxes | ( | ( | |||||||||
| Net income | $ | $ | |||||||||
17
Additional financial information by segment is shown in the tables below.
| Total Assets | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Railcar Leasing and Services Group | $ | $ | |||||||||
| Rail Products Group | |||||||||||
| Segment Totals | |||||||||||
| Corporate and other | |||||||||||
| Eliminations | ( | ( | |||||||||
| Total assets | $ | $ | |||||||||
| Depreciation & Amortization | Capital Expenditures | ||||||||||||||||||||||
| Three Months Ended March 31, | Three Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Railcar Leasing and Services Group | $ | $ | $ | $ | |||||||||||||||||||
| Rail Products Group | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Note 5. Partially-Owned Subsidiaries
Investments in Leasing Subsidiaries
Through our wholly-owned subsidiary, TILC, we formed two subsidiaries, TRIP Holdings and RIV 2013, for the purpose of providing railcar leasing services in North America for institutional investors. Each of TRIP Holdings and RIV 2013 are direct, partially-owned subsidiaries of TILC in which we have a controlling interest. Each is governed by a seven -member board of representatives, two of whom are designated by TILC. TILC is the agent of each of TRIP Holdings and RIV 2013 and, as such, has been delegated the authority, power, and discretion to take certain actions on behalf of the respective companies.
At March 31, 2025, the carrying value of our investments in TRIP Holdings and RIV 2013 totaled $129.2 million. Our ownership interests in TRIP Holdings and RIV 2013 are 42.6 % and 30.5 %, respectively, with the remaining interests owned by third-party, investor-owned funds. These investments in our partially-owned leasing subsidiaries are eliminated in consolidation.
Each of TRIP Holdings and RIV 2013 has wholly-owned subsidiaries that are the owners of railcars acquired from our Rail Products and Leasing Groups. TRIP Holdings has wholly-owned subsidiaries known as Triumph Rail LLC ("Triumph Rail") and Tribute Rail LLC ("Tribute Rail"). RIV 2013 has a wholly-owned subsidiary known as TRP 2021 LLC ("TRP-2021"). TILC is the contractual servicer for Triumph Rail, Tribute Rail, and TRP-2021, with the authority to manage and service each entity's owned railcars. Our controlling interest in each of TRIP Holdings and RIV 2013 results from our combined role as both equity member and agent/servicer. The noncontrolling interest included in the accompanying Consolidated Balance Sheets primarily represents the non-Trinity equity interest in these partially-owned subsidiaries.
Trinity has no obligation to guarantee performance under any of our partially-owned subsidiaries' (or their respective subsidiaries') debt agreements, guarantee any railcar residual values, shield any parties from losses or guarantee minimum yields.
The assets of each of Triumph Rail, Tribute Rail, and TRP-2021 may only be used to satisfy the particular subsidiary's liabilities, and the creditors of each of Triumph Rail, Tribute Rail, and TRP-2021 have recourse only to the particular subsidiary's assets. Each of TILC and the third-party equity investors receive distributions from TRIP Holdings and RIV 2013, when available, in proportion to its respective equity interests, and has an interest in the net assets of the partially-owned subsidiaries upon a liquidation event in the same proportion. TILC is paid fees for the services it provides to Triumph Rail, Tribute Rail, and TRP-2021 and has the potential to earn certain incentive fees. There are no remaining equity commitments with respect to TRIP Holdings or RIV 2013.
See Note 8 for additional information regarding the debt of TRIP Holdings and RIV 2013 and their respective subsidiaries.
18
Other Investment in Consolidated Affiliate
In 2023, the Company and a third party formed Trinity Global Ventures to deliver railcars and provide warranty support services in Saudi Arabia. Trinity Global Ventures is owned 51.0 % by Trinity Rail Group, LLC ("Trinity Rail Group"), a wholly-owned subsidiary of the Company, and 49.0 % by the third party. Upon consideration under the variable interest entity (“VIE”) model of ASC 810, Consolidation, Trinity has concluded that Trinity Global Ventures meets the definition of a VIE. Trinity Rail Group has a variable interest in Trinity Global Ventures arising from its 51.0 % equity ownership position. We determined that Trinity is the primary beneficiary and therefore consolidates this entity as we have the power to direct the activities of the entity that most significantly impact its economic performance. At March 31, 2025, the carrying value of our investment in Trinity Global Ventures totaled $2.7 million, which is eliminated in consolidation.
Investment in Unconsolidated Affiliate
In 2021, the Company and Wafra, Inc. (“Wafra”), a global alternative investment manager, entered into a railcar investment vehicle program between Trinity and certain funds managed by Wafra (“Wafra Funds”). As part of this program, a joint venture was formed, Signal Rail Holdings LLC (“Signal Rail”), which is currently owned 87.4 % by Wafra Funds and 12.6 % by TILC. TILC services all railcars owned by Signal Rail.
Upon consideration under the VIE model of ASC 810, Consolidation, Trinity has concluded that Signal Rail meets the definition of a VIE. TILC has variable interests in Signal Rail arising from its 12.6 % equity ownership position and its role as a service provider. We determined that Trinity is not the primary beneficiary and therefore does not consolidate this entity as we do not have the power to direct the activities of the entity that most significantly impact its economic performance. We will absorb portions of Signal Rail’s expected losses and/or receive portions of expected residual returns commensurate with our 12.6 % equity interest in Signal Rail.
Our investment in Signal Rail is being accounted for under the equity method of accounting. At March 31, 2025, the carrying value of TILC’s equity investment in Signal Rail was $21.0 million, which is included in other assets in our Consolidated Balance Sheets. The carrying value of this investment represents our maximum exposure in Signal Rail.
19
Note 6. Railcar Leasing and Services Group
The Railcar Leasing and Services Group owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; railcar maintenance and modification services; and other railcar logistics products and services. See Note 1 for information on future contractual minimum rental revenues related to the Leasing Group's railcar operating leases. Information related to the Leasing Group is as follows:
| Three Months Ended March 31, | |||||||||||||||||
| 2025 | 2024 | Percent | |||||||||||||||
| ($ in millions) | Change | ||||||||||||||||
| Revenues: | |||||||||||||||||
| Leasing and management | $ | $ | % | ||||||||||||||
Maintenance services (1) | ( | % | |||||||||||||||
| Digital and logistics services | ( | % | |||||||||||||||
| Total revenues | $ | $ | % | ||||||||||||||
Cost of revenues (2) | % | ||||||||||||||||
| Selling, engineering, and administrative expenses | % | ||||||||||||||||
| Gains on dispositions of property: | |||||||||||||||||
| Lease portfolio sales | * | ||||||||||||||||
| Other | * | ||||||||||||||||
| Total operating profit | $ | $ | % | ||||||||||||||
| Total operating profit margin | % | % | |||||||||||||||
| Total operating profit margin, excluding lease portfolio sales | % | % | |||||||||||||||
Selected expense information for Company-owned railcars (3): | |||||||||||||||||
Depreciation and amortization expense (4) | $ | $ | % | ||||||||||||||
Maintenance and compliance expense (5) | $ | $ | % | ||||||||||||||
Other fleet operating costs (6) | $ | $ | % | ||||||||||||||
Interest expense (7) | $ | $ | ( | % | |||||||||||||
* Not meaningful
(1) Revenues related to services performed by the maintenance services business on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group and are excluded from the totals reported on this line.
(2) Includes depreciation and amortization expense, maintenance and compliance expense, and other fleet operating costs related to our lease fleet, as well as operating costs for our maintenance services and digital and logistics services businesses.
(3) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
(4) Depreciation and amortization expense includes deferred profit related to new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, resulting in the recognition of depreciation expense based on the original cost of the railcars and services.
(5) Maintenance and compliance expense is reported at cost with respect to the services performed by our maintenance services business to support the railcars in our lease fleet.
(6) Other fleet operating costs include freight, storage, rent, and ad valorem taxes.
(7) Interest expense is not a component of operating profit and includes the effect of hedges.
Information related to lease portfolio sales is as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| ($ in millions) | |||||||||||
| Lease portfolio sales | $ | $ | |||||||||
| Operating profit on lease portfolio sales | $ | $ | |||||||||
| Operating profit margin on lease portfolio sales | % | % | |||||||||
20
Debt. Wholly-owned subsidiaries. The Leasing Group’s debt at March 31, 2025 consisted primarily of non-recourse debt. As of March 31, 2025, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $5,542.1 million, which is pledged solely as collateral for Leasing Group debt held by those subsidiaries. The net book value of unpledged equipment at March 31, 2025 was $445.2 million. See Note 8 for more information regarding the Leasing Group’s debt.
Note 7. Property, Plant, and Equipment
The following table summarizes the components of property, plant, and equipment:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Railcars in our lease fleet: | |||||||||||
| Wholly-owned subsidiaries: | |||||||||||
| Equipment on lease | $ | $ | |||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Partially-owned subsidiaries: | |||||||||||
| Equipment on lease | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
Deferred profit on railcar products sold (1) | ( | ( | |||||||||
| Less: accumulated amortization | |||||||||||
| ( | ( | ||||||||||
| Total railcars in our lease fleet | |||||||||||
| Operating and administrative assets: | |||||||||||
| Land | |||||||||||
| Buildings and improvements | |||||||||||
| Machinery and other | |||||||||||
| Construction in progress | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Total operating and administrative assets | |||||||||||
| Total property, plant, and equipment, net | $ | $ | |||||||||
(1) Includes deferred profit related to new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments. The deferred profit is subsequently eliminated in consolidation.
21
Note 8. Debt
The carrying amounts of our debt are as follows:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Corporate – Recourse: | |||||||||||
| Revolving credit facility | $ | $ | |||||||||
Senior notes due 2028, inclusive of unamortized premium of $ | |||||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||
| Total recourse debt | |||||||||||
| Lease fleet – Non-recourse: | |||||||||||
| Wholly-owned subsidiaries: | |||||||||||
Secured railcar equipment notes, net of unamortized discount of $ | |||||||||||
2017 promissory notes, net of unamortized discount of $ | |||||||||||
| TRL-2023 term loan | |||||||||||
| TILC warehouse facility | |||||||||||
| Other equipment financing | |||||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||
| Partially-owned subsidiaries: | |||||||||||
Secured railcar equipment notes, net of unamortized discount of $ | |||||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||
| Total non-recourse debt | |||||||||||
| Total debt | $ | $ | |||||||||
Estimated Fair Value of Debt – The estimated fair value of our 7.75 % senior notes due 2028 ("Senior Notes due 2028") is based on a quoted market price in a market with little activity (Level 2 input). The estimated fair values of our secured railcar equipment notes are based on our estimate of their fair value using unobservable input values provided by a third party (Level 3 inputs). The respective carrying values of our revolving credit facility, 2017 promissory notes, TRL-2023 term loan, and TILC warehouse facility approximate fair value because the interest rate adjusts to the market interest rate. As of March 31, 2025, we evaluated the fair value of the other equipment financing liability using Level 3 inputs and determined that the carrying value approximates fair value. The estimated fair values of our debt are as follows:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Level 2 | $ | $ | |||||||||
| Level 3 | $ | $ | |||||||||
Revolving Credit Facility – We have a $600.0 million unsecured corporate revolving credit facility. During the three months ended March 31, 2025, there were no borrowings and no repayments under the revolving credit facility. Additionally, we had outstanding letters of credit issued in an aggregate amount of $8.7 million, leaving $591.3 million available for borrowing as of March 31, 2025. Our outstanding letters of credit as of March 31, 2025 support performance bonds related to certain railcar orders. The revolving credit facility bears interest at a variable rate of SOFR plus (1) a benchmark adjustment of 10 basis points and (2) a facility margin of 1.50 %, for an all-in interest rate of 5.96 % as of March 31, 2025. A commitment fee accrues on the average daily unused portion of the revolving credit facility at the rate of 0.175 % to 0.40 % (0.20 % as of March 31, 2025).
The revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. As of March 31, 2025, we were in compliance with all such financial covenants.
22
TILC Warehouse Loan Facility – TILC has a $800.0 million warehouse loan facility to finance railcars owned by TILC. During the three months ended March 31, 2025, we had total repayments of $18.6 million under the TILC warehouse loan facility. The entire unused facility amount of $234.0 million was available as of March 31, 2025 based on the amount of warehouse-eligible, unpledged equipment. Advances under the facility bear interest at one-month term SOFR plus a facility margin of 1.75 %, for an all-in interest rate of 6.07 % at March 31, 2025.
Subsequent Events
TRL-2023 Term Loan – On April 30, 2025, Trinity Rail Leasing 2023 LLC (“TRL-2023”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, entered into an amended and restated term loan agreement (the “TRL-2023 term loan agreement”) to (i) increase the aggregate amount of the term loan from $320.7 million as of March 31, 2025 to $1.05 billion; (ii) extend the maturity date to April 30, 2030; and (iii) reduce the applicable interest rate to daily simple SOFR plus a facility margin of 1.50 %. The TRL-2023 term loan is an obligation of TRL-2023 and is non-recourse to Trinity. The obligation is secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets to be acquired and owned by TRL-2023. Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $616.0 million under Trinity Rail Leasing 2017, LLC (“TRL-2017”), as described below; to repay approximately $75.8 million of borrowings under TILC's warehouse loan facility; and for general corporate purposes.
Redemption of TRL-2017 Promissory Notes – On April 30, 2025, with the net proceeds of the TRL-2023 term loan agreement described above, we redeemed in full the TRL-2017 promissory notes (the "2017 Promissory Notes"), of which $616.0 million was outstanding at the redemption date. The interest rate for the 2017 Promissory Notes was at one-month term SOFR plus (1) a benchmark adjustment of 11 basis points and (2) a facility margin of 1.50 %.
Note 9. Income Taxes
The effective tax rate from continuing operations for the three months ended March 31, 2025 was an expense of 20.3 %, which differs from the U.S. statutory rate of 21.0
The effective tax rate from continuing operations for the three months ended March 31, 2024 was an expense of 25.8 %, which differs from the U.S. statutory rate of 21.0
As of March 31, 2025 and December 31, 2024, our income tax payable for federal, state, and foreign income taxes is $26.7 million and $16.2 million, respectively, which is included in accrued liabilities in the Consolidated Balance Sheets.
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Note 10. Accumulated Other Comprehensive Income (Loss)
Changes in AOCI for the three months ended March 31, 2025 are as follows:
| Unrealized gains/(losses) on derivative financial instruments | Net actuarial gains/(losses) of defined benefit plans | Accumulated other comprehensive income (loss) | |||||||||||||||
Balances at December 31, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive loss, net of tax, before reclassifications | ( | ( | |||||||||||||||
Amounts reclassified from AOCI, net of tax benefit of $ | |||||||||||||||||
| Less: noncontrolling interest | ( | — | ( | ||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||
Balances at March 31, 2025 | $ | ( | $ | ( | $ | ( | |||||||||||
Note 11. Stock-Based Compensation
Stock-based compensation expense totaled approximately $5.3 million and $4.7 million for the three months ended March 31, 2025 and 2024, respectively. The Company's annual grants of share-based awards generally occur in the first and second quarters under our Fifth Amended and Restated Stock Option and Incentive Plan.
The following table summarizes stock-based compensation awards granted during the three months ended March 31, 2025:
| Number of Shares Granted | Weighted Average Grant-Date Fair Value per Award | ||||||||||
| Restricted stock units | $ | ||||||||||
| Performance units | $ | ||||||||||
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Note 12. Earnings Per Common Share
Basic net income attributable to Trinity Industries, Inc. per common share ("EPS") is computed by dividing net income attributable to Trinity by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted EPS includes the net impact of potentially dilutive common shares. The Company 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.
The following table sets forth the computation of basic and diluted net income attributable to Trinity Industries, Inc.:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions, except per share amounts) | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Less: Net income attributable to noncontrolling interest | ( | ( | |||||||||
| Net income from continuing operations attributable to Trinity Industries, Inc. | |||||||||||
| Net loss from discontinued operations attributable to Trinity Industries, Inc. | ( | ( | |||||||||
| Net income attributable to Trinity Industries, Inc. | $ | $ | |||||||||
| Basic weighted average shares outstanding | |||||||||||
| Effect of dilutive securities | |||||||||||
Diluted weighted average shares outstanding | |||||||||||
Basic earnings per common share: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net income attributable to Trinity Industries, Inc. | $ | $ | |||||||||
| Diluted earnings per common share: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net income attributable to Trinity Industries, Inc. | $ | $ | |||||||||
| Potentially dilutive securities excluded from EPS calculation: | |||||||||||
| Antidilutive restricted shares | |||||||||||
| Antidilutive stock options | |||||||||||
Note: Earnings per common share is calculated independently for each component and may not sum to total net income attributable to Trinity Industries, Inc. per common share due to rounding.
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Note 13. Contingencies
East Palestine, OH Train Derailment
As previously disclosed, on February 3, 2023, a Norfolk Southern Railway freight train derailed 38 railcars in East Palestine, Ohio. TILC has been named in various actions associated with this incident. TILC was the owner of one tank car cited in these actions, which was leased to a third party, who is also a third-party defendant in these matters. Developments in these proceedings since the filing of our 2024 Annual Report on Form 10-K include those described below.
On March 24, 2025, the trial court denied Norfolk Southern’s Motion for Entry of Partial Final Judgment in the case styled The State of Ohio, ex rel., Dave Yost, Ohio Attorney General, and the United States of America, Plaintiffs v. Norfolk Southern Railway Company and Norfolk Southern Corporation, Defendants, Civil Action No. 4:23-cv-00517.
The previously disclosed litigation styled as Josh Hickman, et al. v. Norfolk Southern Railway Company, et al., has been assigned Case No. 25CV-01-859, in the Court of Common Pleas, Franklin County, Ohio. The previously disclosed litigation styled as Gregory Taylor, et al. v. Norfolk Southern Railway Company, et al., has been assigned Case No. 25CV-02-858, in the Court of Common Pleas, Franklin County, Ohio.
Previously disclosed litigation styled as Richard Tsai, et al. v. Norfolk Southern Corporation, et al., has been assigned Case No. CV25111454, in the Court of Common Pleas, Cuyahoga County, Ohio. On February 3, 2025, the same plaintiffs filed an action styled as Richard Tsai, et al. v. Norfolk Southern Corporation, et al., Case No. 2025-10140, in the Court of Common Pleas, Lawrence County, Pennsylvania, in which TILC, among others, was named as a defendant. On April 2, 2025, Plaintiffs voluntarily dismissed the Lawrence County, Pennsylvania lawsuit. On April 3, 2025, Plaintiffs also voluntarily dismissed previously disclosed litigation styled as Richard Tsai, et al. v. Norfolk Southern Corporation, et al., Case No. 250200416 in Philadelphia County, Pennsylvania.
The Company believes it has substantial defenses and intends to vigorously defend itself against all allegations in the third-party and direct claims asserted against TILC. The Company or its subsidiaries could be named in similar litigation involving other plaintiffs, but the ultimate number of claims and the jurisdiction(s) in which such claims, if any, may be filed may vary. We do not believe at this time that a loss is probable in these matters, nor can a range of possible losses be determined. Accordingly, no accrual or range of loss has been included in the accompanying consolidated financial statements. The Company maintains liability insurance coverage and commercial contractual indemnity rights to protect the Company’s assets from losses arising from these types of litigation claims.
Highway products litigation
Pursuant to the purchase and sale agreement related to the sale of THP, the Company agreed to indemnify the buyer for certain liabilities related to the highway products business, including those liabilities resulting from or arising out of ET Plus systems or specified ET Plus component parts that are both (i) manufactured prior to December 31, 2021, and (ii) sold in the United States on or prior to April 30, 2022, or related warranty obligations with respect thereto. There have been no significant developments in such proceedings since those previously described in Note 15 of our 2024 Annual Report on Form 10-K.
Other matters
The Company is involved in claims and lawsuits incidental to our business arising from various matters, including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of reasonably possible losses for such matters is $7.5 million to $18.7 million. At March 31, 2025, total accruals of $9.0 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets. The Company believes any additional liability would not be material to its financial position or results of operations.
Trinity is subject to remedial orders and federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $1.1 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide management's perspective on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Our MD&A should be read in conjunction with the unaudited Consolidated Financial Statements and related Notes in Part I, Item 1 of this Quarterly Report on Form 10-Q and Item 8, Financial Statements and Supplementary Data, of our 2024 Annual Report on Form 10-K.
This MD&A includes financial measures compiled in accordance with generally accepted accounting principles ("GAAP") and certain non-GAAP measures. Please refer to the Non-GAAP Financial Measures section herein for information on the non-GAAP measures included in the MD&A, reconciliations to the most directly comparable GAAP financial measure, and the reasons why management believes each measure is useful to management and investors.
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Forward-Looking Statements
This quarterly report on Form 10-Q (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases, conferences, website postings, or otherwise) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals, and forecasts. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements, include, among others:
•market conditions and customer demand for our business products and services;
•the cyclical nature of the industries in which we compete;
•actions by U.S. and/or foreign governments (particularly Mexico and Canada) relative to tariffs, trade policies, federal government budgeting, taxation policies, government expenditures, and borrowing/debt ceiling limits;
•variations in weather in areas where our products are manufactured, delivered, or used;
•naturally-occurring events, pandemics, fires, and/or disasters causing disruption to our facilities, manufacturing, product deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses;
•disruptions in the transportation network used to transport parts and components to our production facilities and to deliver products to our customers, particularly with respect to the delivery of finished railcars from Mexico to the U.S., which may impact our ability to manufacture and timely deliver railcars to our customers;
•shortages of labor;
•impacts from asset impairments and related charges;
•the timing of introduction of new products;
•the inability to effectively integrate acquired businesses;
•the timing and delivery of customer orders, lease portfolio sales, or a breach of customer contracts;
•the creditworthiness of customers and their access to capital;
•product price changes;
•changes in mix of products sold;
•the costs incurred to align manufacturing capacity with demand and the extent of its utilization;
•the operating leverage and efficiencies that can be achieved by our manufacturing businesses;
•availability and costs of steel, component parts, supplies, and other raw materials;
•competition and other competitive factors;
•changing technologies;
•material failure, interruption of service, compromised data security, phishing emails, or cybersecurity breaches in our information technology (or that of the third-party vendors who provide information technology or other services);
•surcharges and other fees added to fixed pricing agreements for steel, component parts, supplies, and other raw materials;
•inflation, interest rates, and capital costs;
•counter-party risks for financial instruments;
•long-term funding of our operations;
•taxes;
•the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;
•fluctuations in foreign currency exchange rates, particularly the Mexican peso;
•geopolitical events, including armed conflicts, and their impact on supply chains, pricing, and the global economy;
•changes in import and export quotas and regulations;
•business conditions in emerging economies;
•costs and results of litigation, including trial and appellate costs;
•changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies;
•changes in laws and regulations that may have an adverse effect on demand for our products and services, our results of operations, financial condition, or cash flows;
•legal, regulatory, and environmental issues, including compliance of our products with mandated specifications, standards, or testing criteria and obligations to remove and replace our products following installation or to recall our products and install different products;
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•the use of social or digital media to disseminate false, misleading and/or unreliable or inaccurate information; and
•the inability to sufficiently protect our intellectual property rights.
Any forward-looking statement speaks only as of the date on which such statement is made. Except as required by federal securities laws, Trinity undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. For a discussion of risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our 2024 Annual Report on Form 10-K, this Form 10-Q, and future Forms 10-Q and Current Reports on Forms 8-K.
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Company Overview
Trinity Industries, Inc. and its consolidated subsidiaries own businesses that are leading providers of railcar products and services in North America. We market our railcar products and services under the trade name TrinityRail®. Our platform also includes the brands of RSI Logistics, a provider of software and logistics solutions, and Holden America, a supplier of railcar parts and components. Our platform provides railcar leasing and management services; railcar manufacturing; railcar maintenance and modifications; and other railcar logistics products and services.
We report our operating results in two reportable segments: (1) the Railcar Leasing and Services Group (the "Leasing Group"), which owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; railcar maintenance and modification services; and other railcar logistics products and services; and (2) the Rail Products Group, which manufactures and sells railcars and related parts and components.
Executive Summary
Cyclical, Seasonal and Other Trends Impacting Our Business
General Business Trends
Demand for many of our railcar products and services is correlated to changes in North American industrial production. We are actively monitoring trade policy and tariff announcements and the potential impacts to our business. Uncertainty in the macroeconomic environment is negatively impacting our results of operations and demand for our products and services, and is likely to continue. We remain focused on minimizing impacts to our supply chain resulting from these announcements and any future developments.
The industries in which our customers operate are cyclical in nature. Although lease rates and lease fleet utilization remain strong, weaknesses in certain sectors of the North American and global economy may make it more difficult to sell or lease certain types of railcars. Additionally, changes in certain commodity prices, or changes in demand for certain commodities, could impact customer demand for various types of railcars. Further, disruptions in the global supply chain have impacted demand for, and the costs of, certain of our products and services.
We continuously assess demand for our products and services and take steps to rationalize and diversify our leased railcar portfolio and align our operating capacity appropriately. We evaluate the creditworthiness of our customers and monitor performance of relevant market sectors; however, weaknesses in any of these market sectors could affect the financial viability of our customers, which could negatively impact our revenues, credit loss expense, and operating profits. We continue to believe that our rail platform is able to respond to cyclical changes in demand and perform throughout the railcar cycle.
We believe that our leasing business provides a natural hedge against inflation and changes in interest rates; however, like many leasing companies, the debt component of our capital structure exposes us to changes in the interest rate environment. A significant portion of the earnings from our leasing business is derived from multi-year full-service leases. We consider changes in interest rates, inflation, and other relevant factors in the pricing of new and renewing leases; however, only a portion of our leased railcar portfolio is repriced each year. Consequently, our earnings could be impacted by timing differences between when interest rate changes and changes in the inflationary environment occur and when we are able to factor these changes into our lease rates.
Due to their transactional nature, lease portfolio sales are the primary driver of fluctuations in results in the Leasing Group.
Input Costs
We periodically experience volatility in the costs of steel, components, and certain other inputs that represent a substantial portion of our cost of revenues. We typically use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers to reduce the impact of the volatility of certain input costs on our operating profit. Further, the cost and volume of lease fleet maintenance and compliance events remain elevated, which we expect to continue in the near term. We continually assess the impact of input costs on our operational efficiency, margins, and overall profitability.
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Supply Chain and Transportation Network Disruptions
As a result of disruptions in the global supply chain, we have, from time to time, experienced shortages of materials used to manufacture or repair certain railcar types. We are also subject to disruptions in the rail transportation network, including potential rail traffic closures or congestion in Eagle Pass, Texas, the primary border crossing used for railcar deliveries from our manufacturing facilities in Mexico. We continuously monitor rail and truck traffic at the U.S.-Mexico border and continue to evaluate available alternatives for rail and truck transportation between Mexico and the U.S. Additionally, we actively monitor our supply chain and take appropriate steps within our control to mitigate the potential impacts on our production schedules and delivery timelines. However, challenges related to supply chain and transportation network disruptions could negatively impact our operations or our ability to timely deliver railcars to our customers.
Financial and Operational Highlights
•Our revenues for the three months ended March 31, 2025 were $585.4 million, representing a decrease of 27.7%, compared to the three months ended March 31, 2024. Our operating profit for the three months ended March 31, 2025 was $99.8 million, representing a decrease of 13.4%, compared to $115.2 million for the three months ended March 31, 2024.
•The Leasing Group's lease fleet of 110,150 company-owned railcars was 96.8% utilized as of March 31, 2025, compared to a lease fleet utilization of 97.5% on 110,205 company-owned railcars as of March 31, 2024. Our company-owned lease fleet includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
•For the three months ended March 31, 2025, we made a net fleet investment of approximately $86.5 million, which primarily includes new railcar additions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales.
•The total value of the new railcar backlog at March 31, 2025 was $1.9 billion, compared to $2.9 billion at March 31, 2024. The Rail Products Group received orders for 695 railcars and delivered 3,060 railcars in the three months ended March 31, 2025, in comparison to orders for 1,880 railcars and deliveries of 4,695 railcars in the three months ended March 31, 2024.
◦Deliveries in 2024 included approximately 1,200 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first quarter of 2024.
See "Consolidated Results of Operations" and "Segment Discussion" below for additional information regarding our operating results.
(1) Dividend yield is calculated as dividends declared for the four previous quarters divided by the closing stock price on the last trading day of each respective quarter.
(2) Non-GAAP financial measure. See the Non-GAAP Financial Measures section within this Form 10-Q for a reconciliation to the most directly comparable GAAP measure and why management believes this measure is useful to management and investors. Dollar amounts are presented for the three months ended March 31, 2025 and 2024.
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Litigation Updates
See Note 13 of the Consolidated Financial Statements for an update on the status of certain litigation.
Subsequent Events
On April 30, 2025, Trinity Rail Leasing 2023 LLC (“TRL-2023”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through Trinity Industries Leasing Company (“TILC”), entered into an amended and restated term loan agreement to (i) increase the aggregate amount of the term loan from $320.7 million as of March 31, 2025 to $1.05 billion; (ii) extend the maturity date to April 30, 2030; and (iii) reduce the applicable interest rate to daily simple SOFR plus a facility margin of 1.50%. Net proceeds received from the transaction were used to redeem in full the outstanding borrowings of approximately $616.0 million under Trinity Rail Leasing 2017, LLC (“TRL-2017”); to repay approximately $75.8 million of borrowings under TILC's warehouse loan facility; and for general corporate purposes. The interest rate for the TRL-2017 promissory notes was at one-month term SOFR plus (1) a benchmark adjustment of 11 basis points and (2) a facility margin of 1.50%.
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Consolidated Results of Operations
The following table summarizes our consolidated results of operations for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Revenues | $ | 585.4 | $ | 809.6 | |||||||
| Cost of revenues | 443.2 | 644.9 | |||||||||
| Selling, engineering, and administrative expenses | 50.0 | 52.3 | |||||||||
| Gains on dispositions of property | 7.6 | 2.8 | |||||||||
| Total operating profit | 99.8 | 115.2 | |||||||||
| Interest expense, net | 66.1 | 69.1 | |||||||||
| Other, net | (2.7) | 3.4 | |||||||||
| Income from continuing operations before income taxes | 36.4 | 42.7 | |||||||||
| Provision (benefit) for income taxes | 7.4 | 11.0 | |||||||||
| Income from continuing operations | $ | 29.0 | $ | 31.7 | |||||||
Revenues
The tables below present revenues by segment for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Revenues | Percent | ||||||||||||||||||||||
| External | Intersegment | Total | Change | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Railcar Leasing and Services Group | $ | 287.2 | $ | 0.2 | $ | 287.4 | 0.8 | % | |||||||||||||||
| Rail Products Group | 298.2 | 122.3 | 420.5 | (37.0) | % | ||||||||||||||||||
| Segment Totals | 585.4 | 122.5 | 707.9 | (25.7) | % | ||||||||||||||||||
| Eliminations | — | (122.5) | (122.5) | ||||||||||||||||||||
| Consolidated Total | $ | 585.4 | $ | — | $ | 585.4 | (27.7) | % | |||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| External | Intersegment | Total | |||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Railcar Leasing and Services Group | $ | 284.3 | $ | 0.9 | $ | 285.2 | |||||||||||||||||
| Rail Products Group | 525.3 | 142.1 | 667.4 | ||||||||||||||||||||
| Segment Totals | 809.6 | 143.0 | 952.6 | ||||||||||||||||||||
| Eliminations | — | (143.0) | (143.0) | ||||||||||||||||||||
| Consolidated Total | $ | 809.6 | $ | — | $ | 809.6 | |||||||||||||||||
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Operating Costs
Operating costs are comprised of cost of revenues; selling, engineering, and administrative costs; and gains or losses on property disposals. Operating costs by segment for the three months ended March 31, 2025 and 2024 were as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
Railcar Leasing and Services Group (1) | $ | 182.9 | $ | 184.9 | |||||||
| Rail Products Group | 394.6 | 623.6 | |||||||||
| Segment Totals | 577.5 | 808.5 | |||||||||
| Corporate and other | 24.4 | 26.5 | |||||||||
| Eliminations | (116.3) | (140.6) | |||||||||
| Consolidated Total | $ | 485.6 | $ | 694.4 | |||||||
Operating Profit
Operating profit by segment for the three months ended March 31, 2025 and 2024 was as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Railcar Leasing and Services Group | $ | 104.5 | $ | 100.3 | |||||||
| Rail Products Group | 25.9 | 43.8 | |||||||||
| Segment Totals | 130.4 | 144.1 | |||||||||
| Corporate and other | (24.4) | (26.5) | |||||||||
| Eliminations | (6.2) | (2.4) | |||||||||
| Consolidated Total | $ | 99.8 | $ | 115.2 | |||||||
Discussion of Consolidated Results
Revenues – Our revenues for the three months ended March 31, 2025 were $585.4 million, representing a decrease of $224.2 million, or 27.7%, over the prior year period primarily due to lower external deliveries, including sustainable railcar conversions, in the Rail Products Group.
Cost of revenues – Our cost of revenues for the three months ended March 31, 2025 was $443.2 million, representing a decrease of $201.7 million, or 31.3%, over the prior year period primarily due to lower external deliveries, including sustainable railcar conversions, in the Rail Products Group.
Selling, engineering, and administrative expenses – Selling, engineering, and administrative expenses for the three months ended March 31, 2025 were $50.0 million, representing a decrease of $2.3 million, or 4.4%, when compared to the prior year period primarily due to lower employee-related costs, including incentive-based compensation, and lower consulting costs.
Gains on dispositions of property – Gains on dispositions of property increased by $4.8 million for the three months ended March 31, 2025, when compared to the prior year period primarily due to higher gains on lease portfolio sales.
Operating profit – Operating profit for the three months ended March 31, 2025 totaled $99.8 million, representing a decrease of $15.4 million, or 13.4%, from the prior year period primarily due to lower external deliveries and costs associated with workforce reductions in the Rail Products Group, partially offset by higher lease rates and higher gains on lease portfolio sales.
For further information regarding the operating results of individual segments, see "Segment Discussion" below.
Interest expense, net – Interest expense, net for the three months ended March 31, 2025 totaled $66.1 million, compared to $69.1 million for the three months ended March 31, 2024, primarily driven by lower average debt and lower interest rates in 2025.
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Other, net – Other, net for the three months ended March 31, 2025 resulted in income of $2.7 million, compared to expense of $3.4 million for the three months ended March 31, 2024. Other, net for the three months ended March 31, 2024 includes a fee related to the execution of back-to-back interest rate caps associated with the TILC warehouse loan facility. The changes in other, net (income) expense also include the remeasurement impact of foreign currency fluctuations related to the Mexican peso.
Income taxes – The effective tax rate from continuing operations for the three months ended March 31, 2025 was an expense of 20.3%, which differs from the U.S. statutory rate of 21.0% primarily due to the benefit of noncontrolling interest for which we do not provide income taxes and foreign tax true-ups, partially offset by state income taxes and other permanent differences.
The effective tax rate from continuing operations for the three months ended March 31, 2024 was an expense of 25.8%, which differs from the U.S. statutory rate of 21.0% primarily due to state income taxes and foreign income taxes, partially offset by the benefit of noncontrolling interest for which we do not provide income taxes.
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Segment Discussion
Railcar Leasing and Services Group
| Three Months Ended March 31, | |||||||||||||||||
| 2025 | 2024 | Percent | |||||||||||||||
| ($ in millions) | Change | ||||||||||||||||
| Revenues: | |||||||||||||||||
| Leasing and management | $ | 219.0 | $ | 209.0 | 4.8 | % | |||||||||||
Maintenance services (1) | 59.2 | 65.2 | (9.2) | % | |||||||||||||
| Digital and logistics services | 9.2 | 11.0 | (16.4) | % | |||||||||||||
| Total revenues | $ | 287.4 | $ | 285.2 | 0.8 | % | |||||||||||
Cost of revenues (2) | 171.8 | 169.6 | 1.3 | % | |||||||||||||
| Selling, engineering, and administrative expenses | 18.7 | 18.1 | 3.3 | % | |||||||||||||
| Gains on dispositions of property: | |||||||||||||||||
| Lease portfolio sales | 5.9 | 2.1 | * | ||||||||||||||
| Other | 1.7 | 0.7 | * | ||||||||||||||
| Total operating profit | $ | 104.5 | $ | 100.3 | 4.2 | % | |||||||||||
| Total operating profit margin | 36.4 | % | 35.2 | % | |||||||||||||
| Total operating profit margin, excluding lease portfolio sales | 34.3 | % | 34.4 | % | |||||||||||||
Selected expense information for Company-owned railcars (3): | |||||||||||||||||
Depreciation and amortization expense (4) | $ | 61.1 | $ | 59.9 | 2.0 | % | |||||||||||
Maintenance and compliance expense (5) | $ | 38.0 | $ | 30.4 | 25.0 | % | |||||||||||
Other fleet operating costs (6) | $ | 8.0 | $ | 7.7 | 3.9 | % | |||||||||||
Interest expense (7) | $ | 56.4 | $ | 57.4 | (1.7) | % | |||||||||||
* Not meaningful
(1) Revenues related to services performed by the maintenance services business on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group and are excluded from the totals reported on this line.
(2) Includes depreciation and amortization expense, maintenance and compliance expense, and other fleet operating costs related to our lease fleet, as well as operating costs for our maintenance services and digital and logistics services businesses.
(3) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
(4) Depreciation and amortization expense includes deferred profit related to new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, resulting in the recognition of depreciation expense based on the original cost of the railcars and services.
(5) Maintenance and compliance expense is reported at cost with respect to the services performed by our maintenance services business to support the railcars in our lease fleet.
(6) Other fleet operating costs include freight, storage, rent, and ad valorem taxes.
(7) Interest expense is not a component of operating profit and includes the effect of hedges.
Information related to lease portfolio sales is as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| ($ in millions) | |||||||||||
| Lease portfolio sales | $ | 33.7 | $ | 24.2 | |||||||
| Operating profit on lease portfolio sales | $ | 5.9 | $ | 2.1 | |||||||
| Operating profit margin on lease portfolio sales | 17.5 | % | 8.7 | % | |||||||
Total revenues for the Railcar Leasing and Services Group were relatively flat for the three months ended March 31, 2025 compared to the prior year period. Leasing and management revenues for the three months ended March 31, 2025 were favorably impacted primarily by higher lease rates, when compared to the three months ended March 31, 2024.
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Our maintenance services business is primarily dedicated to servicing our lease fleet. Revenues related to maintenance services performed on Company-owned railcars under full-service lease agreements are eliminated within the Railcar Leasing and Services Group. Services that are not included in the full-service lease agreement, such as repairs of railcar damage or other customer-specific requirements, as well as maintenance and repair activities on railcars owned by third parties, including our investor-owned fleet, are reflected in the maintenance services revenues line above and are not eliminated in consolidation. Revenues in our maintenance services business decreased for the three months ended March 31, 2025 when compared to the prior year period as a result of a lower volume of repairs completed for third parties.
Cost of revenues for the Railcar Leasing and Services Group increased by 1.3% for the three months ended March 31, 2025 compared to the prior year period primarily due to higher maintenance and compliance costs for the lease fleet, partially offset by a lower volume of external repairs, including the impact of weather disruptions, in our maintenance services business.
Leasing Group operating profit for the three months ended March 31, 2025 increased by 4.2% when compared to the prior year period primarily due to higher lease rates and higher gains on lease portfolio sales, partially offset by a lower volume of external repairs in the maintenance services business.
The Leasing Group generally uses its non-recourse warehouse loan facility or cash to provide initial funding for a portion of the purchase price of the railcars. After initial funding, the Leasing Group may obtain long-term financing for the railcars in the lease fleet through non-recourse asset-backed securities; long-term recourse debt; long-term non-recourse promissory notes; or third-party equity.
Information regarding the Leasing Group’s lease fleet is as follows:
| March 31, 2025 | March 31, 2024 | ||||||||||
| Number of railcars: | |||||||||||
Wholly-owned (1) | 86,885 | 86,655 | |||||||||
| Partially-owned | 23,265 | 23,550 | |||||||||
| 110,150 | 110,205 | ||||||||||
| Investor-owned | 34,215 | 32,995 | |||||||||
| 144,365 | 143,200 | ||||||||||
Company-owned railcars (2): | |||||||||||
| Average age in years | 13.9 | 13.2 | |||||||||
| Average remaining lease term in years | 2.9 | 2.9 | |||||||||
| Fleet utilization | 96.8 | % | 97.5 | % | |||||||
(1) Includes 2,240 railcars and 2,490 railcars under leased-in arrangements as of March 31, 2025 and 2024, respectively.
(2) Includes wholly-owned railcars, partially-owned railcars, and railcars under leased-in arrangements.
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Rail Products Group
| Three Months Ended March 31, | |||||||||||||||||
| 2025 | 2024 | Percent | |||||||||||||||
| ($ in millions) | Change | ||||||||||||||||
| Revenues: | |||||||||||||||||
Rail products (1) | $ | 387.8 | $ | 639.2 | (39.3) | % | |||||||||||
| Parts & components | 32.7 | 28.2 | 16.0 | % | |||||||||||||
| Total revenues | $ | 420.5 | $ | 667.4 | (37.0) | % | |||||||||||
| Operating costs: | |||||||||||||||||
| Cost of revenues | 387.7 | 615.9 | (37.1) | % | |||||||||||||
Selling, engineering, and administrative expenses | 6.9 | 7.7 | (10.4) | % | |||||||||||||
| Operating profit | $ | 25.9 | $ | 43.8 | (40.9) | % | |||||||||||
| Operating profit margin | 6.2 | % | 6.6 | % | |||||||||||||
(1) Includes sustainable railcar conversion revenues of $50.2 million, representing 675 railcars, for the three months ended March 31, 2024. There were no sustainable railcar conversion revenues for the three months ended March 31, 2025.
Revenues and cost of revenues for the Rail Products Group decreased for the three months ended March 31, 2025 by 37.0% and 37.1%, respectively, when compared to the prior year period primarily as a result of lower deliveries, including sustainable railcar conversions.
Operating profit for the Rail Products Group decreased for the three months ended March 31, 2025 by 40.9% when compared to the prior year period primarily due to lower deliveries and costs associated with workforce reductions.
Information related to our Rail Products Group backlog of new railcars is set forth below.
| March 31, | |||||||||||||||||
| 2025 | 2024 | Percent | |||||||||||||||
| (in millions) | Change | ||||||||||||||||
| External customers | $ | 1,702.2 | $ | 2,626.3 | |||||||||||||
Leasing Group | 184.4 | 312.6 | |||||||||||||||
| Total | $ | 1,886.6 | $ | 2,938.9 | (35.8) | % | |||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| 2025 | 2024 | Percent | |||||||||||||||
| (in units, $ in whole dollars) | Change | ||||||||||||||||
| Beginning balance | 16,005 | 25,890 | |||||||||||||||
| Orders received | 695 | 1,880 | (63.0) | % | |||||||||||||
Deliveries (1) | (3,060) | (4,695) | (34.8) | % | |||||||||||||
| Ending balance | 13,640 | 23,075 | (40.9) | % | |||||||||||||
| Average selling price in ending backlog | $ | 138,314 | $ | 127,363 | 8.6 | % | |||||||||||
(1) Deliveries for the three months ended March 31, 2024 included approximately 1,200 railcar shipments that were delayed at the end of 2023 due to the U.S.-Mexico border closure and delivered during the first quarter of 2024.
Total backlog dollars decreased by 35.8% when compared to the prior year period. We expect to deliver approximately 40.3% of our railcar backlog value during the remaining nine months of 2025 and 19.7% during 2026, with the remainder to be delivered through 2028. The orders in our backlog from the Leasing Group are fully supported by lease commitments with external customers. The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may elect to change their procurement decision.
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Transactions between the Rail Products Group and the Leasing Group are as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| ($ in millions) | |||||||||||
| Revenues: | |||||||||||
| New railcars | $ | 113.8 | $ | 135.2 | |||||||
| Sustainable railcar conversions | $ | — | $ | 0.4 | |||||||
| Parts & components | $ | 8.5 | $ | 6.5 | |||||||
| Deferred profit (loss) | $ | 6.2 | $ | 2.1 | |||||||
| Number of new railcars (in units) | 830 | 1,095 | |||||||||
| Number of sustainable railcar conversions (in units) | — | 5 | |||||||||
Corporate and other
| Three Months Ended March 31, | |||||||||||||||||
| 2025 | 2024 | Percent | |||||||||||||||
| (in millions) | Change | ||||||||||||||||
| Operating costs: | |||||||||||||||||
Selling, engineering, and administrative expenses | $ | 24.4 | $ | 26.5 | (7.9) | % | |||||||||||
| Operating loss | $ | (24.4) | $ | (26.5) | (7.9) | % | |||||||||||
Selling, engineering, and administrative expenses for the three months ended March 31, 2025 decreased by 7.9% when compared to the prior year period primarily from lower consulting costs and lower employee-related costs, including incentive-based compensation.
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Liquidity and Capital Resources
Overview
We expect to finance future operating requirements with cash, cash equivalents, and short-term marketable securities; cash flows from operations; and short-term debt, long-term debt, and equity. Debt instruments that we have utilized include the TILC warehouse loan facility, senior notes, convertible subordinated notes, asset-backed securities, non-recourse promissory notes, and our revolving credit facility.
As of March 31, 2025, we have total committed liquidity of $920.2 million. Our total available liquidity includes: $94.9 million of unrestricted cash and cash equivalents; $591.3 million unused and available under our revolving credit facility; and $234.0 million unused and available under the TILC warehouse loan facility based on the amount of warehouse-eligible, unpledged equipment. We believe we have access to adequate capital resources to fund operating requirements and are an active participant in the capital markets.
Cash Flows
The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Net cash flows from continuing operations: | |||||||||||
| Operating activities | $ | 78.4 | $ | 56.5 | |||||||
| Investing activities | (91.6) | (124.0) | |||||||||
| Financing activities | (124.2) | 71.8 | |||||||||
| Net cash flows from discontinued operations | (1.9) | (4.3) | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | (139.3) | $ | — | |||||||
Operating Activities. Net cash provided by operating activities from continuing operations for the three months ended March 31, 2025 was $78.4 million compared to net cash provided by operating activities from continuing operations of $56.5 million for the three months ended March 31, 2024. The changes in our operating assets and liabilities are as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| (Increase) decrease in receivables, inventories, and other assets | $ | 44.8 | $ | (82.0) | |||||||
| Increase (decrease) in accounts payable, accrued liabilities, and other liabilities | (64.3) | 29.7 | |||||||||
| Changes in operating assets and liabilities | $ | (19.5) | $ | (52.3) | |||||||
The changes in our operating assets and liabilities resulted in a net use of $19.5 million for the three months ended March 31, 2025, as compared to a net use of $52.3 million for the three months ended March 31, 2024. The changes in operating assets and liabilities were impacted primarily by higher receivables balances associated with higher deliveries in the prior year period and by payments of incentive-based compensation during the three months ended March 31, 2025 that were accrued as of December 31, 2024.
Investing Activities. Net cash used in investing activities from continuing operations for the three months ended March 31, 2025 was $91.6 million compared to $124.0 million of net cash used in investing activities from continuing operations for the three months ended March 31, 2024. Significant investing activities are as follows:
•We made a net fleet investment of $86.5 million during the three months ended March 31, 2025, compared to $123.3 million in the prior year period primarily due to the timing of fleet additions. Our investment in the lease fleet primarily includes new railcar additions, sustainable railcar conversions, railcar modifications, and other betterments, net of deferred profit, as well as secondary market purchases; and is net of proceeds from lease portfolio sales.
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Financing Activities. Net cash used in financing activities during the three months ended March 31, 2025 was $124.2 million compared to $71.8 million of net cash provided by financing activities for the three months ended March 31, 2024. Significant financing activities are as follows:
•During the three months ended March 31, 2025, we had total debt repayments of $77.3 million related to normal amortization activity. During the three months ended March 31, 2024, we had total borrowings of $909.9 million and total repayments of $803.8 million, for net proceeds of $106.1 million, primarily from debt proceeds to support our investment in the lease fleet and for general corporate purposes.
•We paid $24.6 million and $23.0 million in dividends to our common stockholders during the three months ended March 31, 2025 and 2024, respectively.
•During the three months ended March 31, 2025, we repurchased common stock totaling $8.2 million, resulting in a remaining authorization to repurchase up to $220.8 million of our common stock under the share repurchase program as of March 31, 2025. There were no shares repurchased during the three months ended March 31, 2024.
Current Debt Obligations
The revolving credit facility contains several financial covenants that require the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. A summary of our financial covenants is detailed below:
| Ratio | Covenant | Actual at March 31, 2025 | ||||||||||||
Maximum leverage (1) | No greater than 3.75 to 1.00 | 1.36 | ||||||||||||
Minimum interest coverage (2) | No less than 2.25 to 1.00 | 7.22 | ||||||||||||
(1) Defined as the ratio of consolidated total indebtedness to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") for the Borrower and its restricted subsidiaries for the period of four consecutive quarters ending with March 31, 2025.
(2) Defined as the ratio of the difference of (A) consolidated EBITDA less (B) consolidated capital expenditures – operating and administrative to consolidated interest expense to the extent paid in cash, in each case for the Borrower and its restricted subsidiaries for the period of four consecutive quarters ending with March 31, 2025.
As of March 31, 2025, we were in compliance with all such financial covenants. Please refer to Note 8 of the Consolidated Financial Statements for a description of our current debt obligations.
Capital Expenditures
For the full year 2025, we anticipate a net fleet investment of between $300 million and $400 million. Capital expenditures related to operating and administrative activities, including supporting automation, technology, and modernization of our facilities and processes, are projected to range between $45 million and $55 million for the full year 2025.
Off Balance Sheet Arrangements
As of March 31, 2025, we had outstanding letters of credit issued under our revolving credit facility in an aggregate amount of $8.7 million, which support performance bonds related to certain railcar orders. See Note 8 of the Consolidated Financial Statements for further information about our corporate revolving credit facility. Additionally, we had a letter of credit issued outside our revolving credit facility for $8.5 million to satisfy a liquidity reserve requirement associated with our TILC warehouse loan facility, which renews by its terms each year.
Derivative Instruments
We use derivative instruments to mitigate interest rate risk, including risks associated with the impact of changes in interest rates in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in foreign currency exchange rates. Derivative instruments are accounted for in accordance with applicable accounting standards. See Note 3 of the Consolidated Financial Statements for discussion of how we utilize our derivative instruments.
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Non-GAAP Financial Measures
We have included financial measures compiled in accordance with GAAP and certain non-GAAP measures in this Quarterly Report on Form 10-Q 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 reported 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, we provide a reconciliation to the most comparable GAAP measure.
Cash Flow from Operations with Net Gains on Lease Portfolio Sales
Cash flow from operations with net gains on lease portfolio sales is a non-GAAP financial measure. We believe this measure is useful to both management and investors as it provides a relevant measure of liquidity and a useful basis for assessing the breadth of the cash flow generation capabilities across our operating platform, as well as our ability to fund our operations and repay our debt. This measure is defined as net cash provided by operating activities from continuing operations as computed in accordance with GAAP, plus net gains on lease portfolio sales and is reconciled to net cash provided by operating activities from continuing operations, the most directly comparable GAAP financial measure, in the following table.
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Net cash provided by operating activities – continuing operations | $ | 78.4 | $ | 56.5 | |||||||
| Net gains on lease portfolio sales | 5.9 | 2.1 | |||||||||
Cash flow from operations with net gains on lease portfolio sales | $ | 84.3 | $ | 58.6 | |||||||
Contractual Obligations and Commercial Commitments
As of March 31, 2025, there have been no material changes to our contractual obligations from December 31, 2024.
Recent Accounting Pronouncements
See Note 1 of the Consolidated Financial Statements for information about recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There has been no material change in our market risks since December 31, 2024 as set forth in Item 7A of our 2024 Annual Report on Form 10-K. Refer to Note 3 and Note 8 of the Consolidated Financial Statements for a discussion of the impact of hedging activity and debt-related activity, respectively, for the three months ended March 31, 2025.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that we are able to collect and record the information we are required to disclose in the reports we file with the SEC, and to process, summarize, and disclose this information within the time periods specified in the rules of the SEC. Our Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these procedures and, as required by the rules of the SEC, evaluating their effectiveness. Based on their evaluation of our disclosure controls and procedures that took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers concluded that these procedures are effective to 1) ensure that we are able to collect, process, and disclose the information we are required to disclose in the reports we file with the SEC within the required time periods and 2) accumulate and communicate this information to our management, including our Chief Executive and Chief Financial Officers, to allow timely decisions regarding this disclosure.
Internal Controls over Financial Reporting
During the period covered by this report, there have been no changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
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PART II
Item 1. Legal Proceedings
The information provided in Note 13 of the Consolidated Financial Statements is hereby incorporated into this Part II, Item 1 by reference.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Item 1A of our 2024 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
This table provides information with respect to purchases by the Company of shares of its common stock during the quarter ended March 31, 2025:
| Period | Number of Shares Purchased (1) | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) (in millions) | |||||||||||||||||||
January 1, 2025 through January 31, 2025 | 69,021 | $ | 36.60 | 61,845 | $ | 226.8 | |||||||||||||||||
February 1, 2025 through February 28, 2025 | 94,689 | $ | 33.29 | 93,951 | $ | 223.6 | |||||||||||||||||
March 1, 2025 through March 31, 2025 | 97,853 | $ | 29.46 | 95,900 | $ | 220.8 | |||||||||||||||||
| Total | 261,563 | 251,696 | |||||||||||||||||||||
(1) These columns include the following transactions during the three months ended March 31, 2025: (i) the surrender to the Company of 9,659 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees; (ii) the purchase of 208 shares of common stock by the Trustee for assets held in a non-qualified employee profit sharing plan trust; and (iii) the purchase of 251,696 shares of common stock on the open market as part of our share repurchase program.
(2) In December 2022, our Board of Directors authorized a share repurchase program effective December 9, 2022 with no expiration. The share repurchase program authorizes the Company to repurchase up to $250.0 million of its common stock. The Company repurchased 251,696 shares under the share repurchase program during the three months ended March 31, 2025, at a cost of approximately $8.2 million, resulting in a remaining authorization to repurchase up to $220.8 million of its common stock under the share repurchase program as of March 31, 2025. The approximate dollar value of shares that were eligible to be repurchased under our share repurchase program is shown as of the end of such month or quarter.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Amended and Restated Term Loan Agreement
On April 30, 2025, TRL-2023, a limited purpose, indirect wholly-owned subsidiary of Trinity Industries, Inc. (the “Company”) owned through the Company’s wholly-owned subsidiary, TILC, entered into an Amended and Restated Term Loan Agreement dated as of April 30, 2025 (the “Amended and Restated Loan Agreement”) among the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, U.S. Bank Trust Company, National Association, as Collateral Agent and U.S. Bank National Association, as Depositary. The Amended and Restated Loan Agreement amends and restates the Term Loan Agreement dated as of June 12, 2023 (the “Original Loan Agreement”) among the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, U.S. Bank Trust Company, National Association, as Collateral Agent and U.S. Bank National Association, as Depositary. The Amended and Restated Loan Agreement:
•increases the aggregate amount of the term loan under the Original Loan Agreement from $340.0 million to $1.05 billion;
•extends the maturity date by approximately twenty-two months to April 30, 2030; and
•reduces the applicable interest rate to daily simple SOFR plus a facility margin of 1.50% from daily simple SOFR plus (i) a benchmark adjustment of 0.10% and (ii) a facility margin of 1.80% under the Original Loan Agreement.
The Amended and Restated Loan Agreement also adds approximately 10,590 additional railcars and operating leases thereon (the “Additional Collateral”) to the collateral pool of railcars, operating leases, and other assets of TRL-2023 securing TRL-2023’s obligations under the Amended and Restated Loan Agreement. TRL-2023 purchased the Additional Collateral from its affiliates (i) TRL-2017, a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, and (ii) Trinity Rail Leasing Warehouse Trust (“TRLWT”), a Delaware statutory trust of which TILC is the sole beneficiary.
Net proceeds received from the sale of the Additional Collateral by TRL-2017 and TRLWT to TRL-2023 will be used (i) to redeem in full approximately $616.0 million of secured notes issued by TRL-2017, (ii) to repay approximately $75.8 million of borrowings under TRLWT’s secured warehouse credit facility, and (iii) for general corporate purposes.
Obligations under the Amended and Restated Loan Agreement are solely the obligations of TRL-2023 and may be declared due and payable upon the occurrence of certain customary events of default. TILC has entered into certain agreements relating to the management and servicing of TRL-2023's assets. These agreements contain certain representations, undertakings, and indemnities customary for service providers in transactions of this type.
The description of the Amended and Restated Loan Agreement set forth above is necessarily limited and is qualified in its entirety by reference to the full terms and conditions of the Amended and Restated Loan Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
Stock Trading Plan
During the three months ended March 31, 2025, none of our directors or executive officers informed the Company of the adoption termination
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Item 6. Exhibits
| NO. | DESCRIPTION | |||||||
| 10.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (filed electronically herewith). | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase 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). | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith). | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
_____________________________
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TRINITY INDUSTRIES, INC. | By: | /s/ Eric R. Marchetto | ||||||
| Registrant | ||||||||
| Eric R. Marchetto | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| May 1, 2025 | ||||||||
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