SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended December 31, 1997
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Commission File Number 1-7654
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XTRA CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 06-0954158
- ---------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 State Street, Boston, Massachusetts 02109
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(617) 367-5000
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(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at January 31, 1998
- -------------------------------- ---------------------------------
Common Stock, Par Value 15,296,484
$.50 Per Share
XTRA CORPORATION AND SUBSIDIARIES
---------------------------------
INDEX
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Page No.
--------
Part I. Financial Information
---------------------
Management Representation................................... 3
Consolidated Balance Sheets
December 31, 1997 and September 30, 1996................... 4
Consolidated Income Statements
For the Three Months Ended
December 31, 1997 and 1996................................. 5
Consolidated Statements of Cash Flows
For the Three Months Ended
December 31, 1997 and 1996................................. 6
Consolidated Statements of Stockholders' Equity
For the Period September 30, 1996
Through December 31, 1997.................................. 7
Notes to Consolidated Financial Statements.................. 8 - 9
Management's Discussion and Analysis of
Financial Condition and Results of Operations.............. 10 - 13
Part II. Other Information
-----------------
Item 4. Submission of Matter to a Vote of Security Holders.. 14
Item 5. Other Matters....................................... 15 - 17
Item 6. Exhibits and Reports on Form 8-K.................... 18
Signatures.................................................. 19
Exhibit Index............................................... 20
2
PART 1 - FINANCIAL INFORMATION
------------------------------
XTRA CORPORATION AND SUBSIDIARIES
---------------------------------
MANAGEMENT REPRESENTATION
-------------------------
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. The Company believes, however, that the disclosures are adequate
to make the information presented not misleading.
The Board of Directors carries out its responsibility for the financial
statements included herein through its Audit Committee, composed of non-employee
Directors. During the year, the Committee meets periodically with both
management and the independent public accountants to ensure that each is
carrying out its responsibilities. The independent public accountants have full
and free access to the Audit Committee and meet with its members, with and
without management being present, to discuss auditing and financial reporting
matters.
These financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's latest Annual Report
on Form 10-K.
This financial information reflects, in the opinion of management, all
adjustments consisting of only normal recurring adjustments necessary to present
fairly the results for the interim periods. The results of operations for such
interim periods are not necessarily indicative of the results to be expected for
the full year.
3
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
(Millions of dollars, except per share amounts)
December 31,
1997 September 30,
(unaudited) 1997/(1)/
----------- ------------
Assets
- ------
Revenue equipment and other $ 2,107 $ 2,112
Accumulated depreciation (685) (658)
----------- ------------
Net property and equipment 1,422 1,454
Lease contracts receivable 44 43
Trade receivables, net 68 65
Cash 4 4
Other assets 16 19
----------- ------------
$ 1,554 $ 1,585
=========== ============
Liabilities and Stockholders' Equity
- ------------------------------------
Liabilities:
Debt $ 853 $ 892
Deferred income taxes 261 252
Accounts payable and accrued expenses 68 81
----------- ------------
Total liabilities 1,182 1,225
----------- ------------
Commitments and contingencies:
Stockholders' equity:
Common stock, par value $.50 per share;
authorized; 30,000,000 shares; issued
outstanding; 15,285,200 shares at
December 31, 1997 and 15,276,600 at
September 30, 1997 8 8
Capital in excess of par value 52 52
Retained earnings 319 304
Cumulative translation adjustment (7) (4)
----------- ------------
Total stockholders' equity 372 360
----------- ------------
$ 1,554 $ 1,585
=========== ============
/(1)/ Derived from XTRA Corporation's audited September 30, 1997 financial
statements.
The accompanying notes are an integral part of these consolidated financial
statements.
4
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
------------------------------
(Millions of dollars, except per share amounts)
(Unaudited)
Three Months Ended
December 31,
------------------
1997 1996
-------- --------
Revenues $ 121 $ 111
Operating expenses
Depreciation on rental equipment 38 36
Rental equipment operating expenses 27 26
Selling and administrative expense 11 11
-------- --------
76 73
-------- --------
Operating income 45 38
Interest expense 15 16
-------- --------
Income from operations before
provision for income taxes 30 22
Provision for income taxes 12 9
-------- --------
Net income $ 18 $ 13
======== ========
Basic earnings per common share $ 1.18 $ 0.85
Basic common shares outstanding (in millions) 15.3 15.3
Diluted earnings per common share $ 1.17 $ 0.85
Diluted common shares outstanding (in millions) 15.4 15.3
Cash dividends declared per share $ 0.20 $ 0.18
The accompanying notes are an integral part of these consolidated financial
statements.
5
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(Millions of dollars, except per share amounts)
(Unaudited)
Three Months Ended
December 31,
------------------
1997 1996
-------- --------
Cash flows from operations:
Net income $ 18 $ 13
Add non-cash income and expense items:
Depreciation and amortization, net 38 37
Deferred income taxes 10 8
Bad debt expense 1 1
Add other cash items:
Net change in receivables, other assets,
payable and accrued expenses (18) (19)
Cash receipts from lease contracts receivable 6 5
Recovery of property and equipment net book value 6 6
-------- --------
Total cash provided from operations 61 51
-------- --------
Cash used for investment activities:
Additions to property and equipment (19) (20)
-------- --------
Total cash used for investing activities (19) (20)
-------- --------
Cash flows from financing activities:
Borrowings of long-term debt - -
Payments of long-term debt (39) (17)
Repurchase of common stock, net - (13)
Dividends paid (3) (3)
-------- --------
Total cash provided by financing activities (42) (33)
-------- --------
Net increase (decrease) in cash - (2)
Cash at beginning of period 4 8
-------- --------
Cash at end of period $ 4 $ 6
======== ========
Total interest paid $ 25 $ 27
Total net income taxes paid (refunded) $ 1 $ (1)
The accompanying notes are an integral part of these consolidated financial
statements.
6
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
-----------------------------------------------
(Millions of dollars)
(Unaudited)
Common
Stock Capital in Cumulative
$0.50 Excess of Retained Translation
Par Value Par Value Earnings Adjustment
--------- ---------- -------- -----------
Balance at September 30, 1996 $ 8 $ 64 $ 273 $ (3)
Net income - - 43 -
Common stock cash dividends
declared at $.78 per share - - (12) -
Options exercised and related tax benefits - 1 - -
Common stock repurchased - (13) - -
Translation adjustment - - - (1)
--------- ---------- -------- -----------
Balance at September 30, 1997 8 52 304 (4)
Net income - - 18 -
Common stock cash dividends
declared at $.20 per share - - (3) -
Translation adjustment - - - (3)
--------- ---------- -------- -----------
Balance at December 31, 1997 $ 8 $ 52 $ 319 $ (7)
========= ========== ======== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
7
XTRA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(1) The consolidated financial statements include the accounts of XTRA
Corporation and its wholly-owned subsidiaries (the "Company"). All
material intercompany accounts and transactions have been eliminated.
Certain amounts in prior period financial statements have been reclassified
to be consistent with the current period's presentation.
(2) The effective income tax rates used in the interim financial statements are
estimates of the fiscal years' rates. The effective income tax rate for
fiscal 1997 was 40%. For the three months ended December 31, 1997, the
Company recorded a provision for income taxes using an estimated effective
income tax rate of 40%. The Company's effective income tax rate for fiscal
1997 and its estimated effective income tax rate for fiscal 1998 are higher
than the statutory U.S. Federal income tax rate due primarily to state
income taxes.
(3) The Company's long-term debt includes a current portion of $53 million at
December 31, 1997 and $57 million at September 30, 1997.
(4) XTRA Corporation's assets consist substantially of the aggregate assets,
liabilities, earnings and equity of XTRA, Inc., a wholly-owned direct
subsidiary. In addition, XTRA Corporation generally guarantees the debt of
XTRA, Inc.
The condensed consolidated financial data for XTRA, Inc. included in the
consolidated financial information of the Company is summarized below:
Selected Income Statement Data:
-------------------------------
(Millions of dollars)
For the three months ended December 31, 1997 1996
-------- --------
Revenues $121 $111
Income before provision for income taxes 30 22
Net Income 18 13
8
Selected Balance Sheet Data:
---------------------------- December 31, September 30,
(Millions of dollars) 1997 1997
------------ -------------
Net property and equipment $1,422 $1,454
Receivables, net 112 108
Other assets 19 23
------ ------
Total assets $1,553 $1,585
====== ======
Debt $ 853 $ 892
Deferred income taxes 261 252
Other liabilities 71 86
------ ------
Total liabilities 1,185 1,230
------ ------
Stockholders' equity 368 355
------ ------
Total liabilities and stockholders' equity $1,553 $1,585
====== ======
(5) In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings per Share," which is effective for financial statements
issued for periods ending after December 15, 1997. SFAS 128 supersedes
Accounting Principles Board Opinion No. 15 (APB 15) and establishes new
standards for the presentation of earnings per share. Under SFAS 128,
"Basic Earnings Per Share" excludes dilution and is computed by dividing
income available to common stockholders by weighted average shares
outstanding. "Diluted Earnings Per Share" reflects the effect of all other
dilutive outstanding common stock equivalents and is computed similarly to
primary diluted earnings per share according to APB 15. The following table
provides a reconciliation of the numerators and denominators of the basic
and diluted earnings per share computations, as required by SFAS 128:
For the period ended December 31, 1997
--------------------------------------
Income Shares
(in millions) (in thousands) Per-share
(Numerator) (Denominator) Amount
------------- -------------- ---------
Basic EPS
---------
Income available to common
stockholders $18 15,283 $ 1.18
Effect of dilutive securities
-----------------------------
Stock options -- 84 (0.01)
--- ------ ------
Diluted EPS
-----------
Income available to common
stockholders, including assumed
conversions $18 15,367 $ 1.17
=== ====== ======
9
XTRA CORPORATION AND SUBSIDIARIES
---------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The discussion below contains certain forward-looking statements, including
estimates of economic and industry conditions, equipment utilization, and
capital expenditures. Actual results may vary from those contained in such
forward-looking statements. See "Cautionary Statements for Purposes of the
`Safe Harbor' Provisions of the Private Securities Litigation Act of 1995"
contained in Part II, Item 5.
The Three Months Ended December 31, 1997
- ----------------------------------------
Versus the Three Months Ended December 31, 1996:
- ------------------------------------------------
Revenues and Changes in Business Conditions
- -------------------------------------------
Revenues are generated by leasing domestic and international transportation
equipment. The Company's over-the-road and intermodal equipment is used
throughout North America and marine containers are moved between countries in
international commerce. Revenues are primarily a function of lease rates and
working units; the latter depend on fleet size and equipment utilization.
The following table sets forth the Company's average equipment utilization
(dollar-weighted by net investment in equipment), average fleet size in units,
and average net investment in revenue equipment for the three months ended
December 31, 1997 and 1996. The Company's fleet size and average net investment
include equipment owned by the Company, equipment leased-in from third parties
under operating and capital leases, and equipment leased to third parties under
finance leases.
Three Months Ended
December 31,
------------------------
1997 1996
---------- ----------
North America:
- --------------
Utilization 91% 88%
Units 132,000 130,000
Net investment in equipment (in millions) $ 1,024 $ 971
International:
- --------------
Utilization 84% 78%
Units 163,000 154,000
Net investment in equipment (in millions) $ 413 $ 419
Consolidated:
- -------------
Utilization 90% 85%
Units 295,000 284,000
Net investment in equipment (in millions) $ 1,437 $ 1,390
10
Revenues increased by 9% or $10 million for the three months ended December
31, 1997 over the same period a year ago. The Company's average equipment
utilization improved from 85% in the first quarter of fiscal year 1997 to 90% in
the first quarter of fiscal 1998. Average net investment in equipment increased
by $47 million from the same quarter of the prior year due primarily to an
increase in the net investment in over-the-road trailers, which was partially
offset by a decline in the net investment in intermodal trailers. For the full
fiscal year 1998, average equipment utilization is expected to be higher than
the 1997 average of 84%.
The Company's North American revenues increased $9 million from the same
quarter a year ago due to strong levels of domestic freight leading to more
working units, as well as an improvement in lease rates. The Company's North
American utilization averaged 91% in the first quarter of fiscal 1998, as
compared to 88% in the comparable prior year period. Increasing demand for
equipment was reflected in improved intermodal trailer and container loadings
and increased truck tonnage, both of which are indicators of domestic freight
levels in the U.S.
The Company's North American over-the-road trailer fleet averaged 76,000
units, or 49% of average net investment in equipment in the first quarter of
fiscal year 1998, compared to 75,000 units, or 45% of average net investment in
equipment, in the comparable prior year period. The Company continues to
downsize its North American intermodal trailer fleet as the railroads shift
toward more domestic container usage. XTRA's intermodal trailer fleet averaged
23,000 units, or 12% of average net investment in equipment in the first quarter
of 1998, versus 24,000 units, or 14% of average net investment in equipment, in
the comparable prior year period.
International revenues increased $1 million from the same quarter of the
prior year. An increase in revenues attributable to more working units was
partially offset by lower average effective lease rates. Equipment utilization
improved to 84% from 78% in the comparable prior year period. In 1996,
substantial industry-wide purchases increased the supply of marine containers.
Beginning in fiscal year 1997 and continuing into fiscal 1998, industry
container purchases were down considerably. However, over-capacity of leased
containers and the low purchase price of new containers continue to exert
pressure on container lease rates. In 1997, more balanced worldwide trade
resulted in more efficient use of equipment by shippers and hence lower usage of
leased containers. In 1998, trade flows of container freight into and out of the
United States appear to be returning to the historical norm of strong excesses
of imports, which should benefit the marine container leasing industry. The
Company's average international fleet size increased to 163,000 units in the
first quarter of fiscal 1998 from 154,000 units in the comparable prior year
period.
Operating Expenses
- ------------------
Total operating expenses increased by 4% or $3 million for the three months
ended December 31, 1997 from the same period of fiscal 1997. Depreciation
expense increased by 6% or $2 million due to a larger fleet investment. Rental
equipment operating expense increased by 4% or $1 million with no one factor
contributing significantly to the increase. Selling and administrative expenses
remained unchanged from the comparable prior year period.
11
Interest Expense
- ----------------
Interest expense decreased by 6% or $1 million for the three months ended
December 31, 1997 from the same period of fiscal 1997, due primarily to a
decline in the average effective interest rate.
Income Before Provision for Income Taxes
- ----------------------------------------
Pretax earnings increased 36% or $8 million for the three months ended
December 31, 1997 over the same period a year ago primarily due to an increase
in working units on higher overall utilization.
Provision for Income Taxes
- --------------------------
The effective income tax rates used in the interim financial statements are
estimates of the fiscal years' rates. The effective income tax rate for fiscal
1997 was 40%. For the three months ended December 31, 1997, the Company has
recorded a provision for income taxes using an estimated effective income tax
rate of 40%. The Company's effective income tax rate for fiscal 1997 and its
estimated effective income tax rate for fiscal 1998 are higher than the
statutory U.S. Federal income tax rate due primarily to state income taxes.
Liquidity and Capital Resources
- -------------------------------
During the three months ended December 31, 1997, the Company generated cash
flows from operations of $61 million. During the same period, XTRA invested $19
million in property and equipment and paid dividends of $3 million. Net debt
outstanding (debt less cash) decreased $39 million.
As of January 31, 1998, committed capital expenditures for fiscal 1998
amounted to approximately $102 million. XTRA is currently in the process of
committing to additional capital spending for over-the-road trailers but at this
time, the Company does not expect capital expenditures to exceed $200 million in
1998.
On January 29, 1998, XTRA's Board of Directors declared a quarterly cash
dividend of $.22 per share, payable on February 27, 1998, to stockholders of
record on February 13, 1998.
As of January 31, 1998, XTRA Inc. had $532 million available for future
issuance under its $604 million Shelf Registration. As of January 31, 1998, the
Company had $187 million of unused credit available under its $300 million
Revolving Credit Agreement.
Year 2000
- ---------
The Company does not expect to incur significant costs during the next two
to three years to address the impact of the "Year 2000 problem" on its
information systems. The "Year 2000 problem," which is common to most
corporations, concerns the inability of information systems,
12
primarily computer software programs, to properly recognize and process date
sensitive information as the year 2000 approaches. The Company has completed an
assessment of the majority of its systems and is in the process of developing a
specific workplan to address this issue. The Company currently believes it will
be able to modify or replace its affected systems in time to minimize any
detrimental effects on operations. The Company expects that the costs it will
incur to ensure its systems are Year 2000 compliant will not be material to the
Company's results of operations, liquidity, or consolidated financial position.
13
Part II - OTHER INFORMATION
-----------------------------
Item 4 - Submission of Matter to a Vote of Security Holders
- ------------------------------------------------------------
At the 1998 Annual Meeting of Stockholders held on January 29, 1998, at
which a quorum was present, the stockholders re-elected eight of the incumbent
Directors and approved the following proposals by the number of shares of common
stock as noted:
(1) Nominees for the office of Director:
Number of Shares
-------------------------
Voted For Withheld
----------- -----------
Michael D. Bills 13,343,771 46,324
H. William Brown 13,345,704 44,391
Robert M. Gintel 13,351,225 38,869
Robert B. Goergen 13,350,904 39,191
Herbert C. Knortz 13,320,163 69,932
Francis J. Palamara 13,322,531 67,564
Lewis Rubin 13,350,796 39,299
Martin L. Solomon 13,350,434 39,660
Number of Shares Voted
---------------------------------------
For Against Abstain
----------- ----------- ----------
(2) To approve the adoption of XTRA 10,998,060 2,340,092 51,942
Corporation's 1997 Stock Incentive Plan.
14
Item 5 - Other Matters
- ----------------------
CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
- -------------------------------------------------------------------------
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
- ------------------------------------------------
The foregoing Management's Discussion and Analysis of Financial Condition
and Results of Operations contains certain forward-looking statements, including
estimates of economic and industry conditions, equipment utilization, and
capital expenditures. In addition, the Company may occasionally make forward-
looking statements and estimates such as forecasts and projections of the
Company's future performance or statements of management's plans and objectives.
These forward-looking statements may be contained in, among other things, SEC
filings and press releases made by the Company and in oral statements made by
the officers of the Company. Actual results could differ materially from those
contained in such forward-looking statements. Therefore, no assurances can be
given that the results in such forward-looking statements will be achieved.
Important factors that could cause the Company's actual results to differ from
those contained in such forward-looking statements include, among others, the
factors mentioned below. An additional risk factor is the Company's ability to
address the "Year 2000 problem" in a timely and efficient manner.
VARIABLE REVENUES AND FIXED OPERATING EXPENSES
- ----------------------------------------------
The Company's revenues, which are based on lease rates, utilization, and supply
of and demand for equipment, are variable due to their dependence on the level
of domestic and international economic activity, as well as changing industry
levels of equipment supply. In addition, the Company has a high percentage of
fixed operating expenses, which include depreciation, a portion of rental
equipment operating expenses, and selling and administrative expenses. As a
result, the Company's pretax profits are cyclical. If domestic or global
economic activity remains slow or if an oversupply of industry equipment exists,
operating margins may be adversely affected. See below for further discussion.
Lease Rates
- -----------
Lease rates depend on the type of lease, length of term, maintenance provided,
and the type and age of the equipment. Future lease rates may increase or
decrease depending on competition, economic conditions, and other factors.
Utilization
- ------------
Utilization is the ratio of revenue earning units to the total fleet.
Utilization is directly impacted by the level of economic activity in North
America, world trade activity, the supply of and demand for available equipment,
the actions of competitors, and other factors in the freight transportation
industry.
Supply of Equipment
- -------------------
New equipment, supplied by a number of manufacturers, is built to the Company's
specifications and reflects industry standards and customer needs. There is
often a considerable amount of time
15
between when an order is placed and when the equipment is delivered. In
addition, it is difficult to accurately predict demand for the Company's
equipment in future periods. As a result, the Company's performance in a given
period may be adversely affected either because of its inability to quickly
increase fleet size because of extended back orders, to take advantage of
unexpectedly strong demand, or to quickly reduce fleet size to react to reduced
demand.
Demand
- ------
Demand for equipment is affected by economic factors, equipment supply, and
shifting traffic trends in the industry. A softening domestic or international
economy may result in lower levels of freight shipments. Shifting traffic trends
in the industry, such as truckers competing more aggressively, may divert some
intermodal freight to over-the-road. Other items affecting demand which may
impact leasing needs can include severe adverse weather conditions such as
floods or snow storms or strikes by transportation unions.
Operating Expenses
- ------------------
The Company's operating expenses consist of a high percentage of fixed costs and
thus profitability can change as revenues fluctuate due to increases and
decreases in utilization and/or lease rates. The fixed costs include
depreciation, a portion of rental equipment operating expenses, and selling and
administrative expenses. As a result, income from operations can be cyclical. If
revenues decline in any period, operating margins may change from those reported
in prior periods due to the fixed nature of a significant portion of the
Company's expenses.
CAPITAL NEEDS
- -------------
The acquisition of new equipment, both for growth as well as replacement of
older equipment, requires significant capital. In addition, in the past, the
Company has grown its fleet through acquisitions of other companies, requiring
additional capital. While the Company generally has had available a variety of
sources to finance such expenditures and acquisitions at favorable rates or
terms, the availability of such capital depends heavily upon prevailing market
conditions, the Company's capital structure, and its credit ratings. No
assurances can be given that financing will continue to be available at
attractive rates or with covenants that are not more restrictive than the
Company's current debt covenants.
INTEREST RATES
- --------------
Over the past several years, interest rates have remained at relatively low
levels. Due to the Company's heavy dependence upon external financing to fund
its capital needs and acquisitions, the level of interest rates directly affects
the Company's profitability. The Company attempts to moderate the effect of
changing interest rates by maintaining a high percentage of its debt with fixed
rates. An increase in interest rates or a downgrade in the Company's debt
ratings would adversely impact the cost of new borrowings, thereby adversely
affecting its profitability.
16
FOREIGN EXCHANGE RATES
- ----------------------
A portion of the Company's business is transacted in local currencies. As a
result, the Company's financial results are subject to foreign exchange rate
fluctuations.
ACQUISITIONS
- ------------
Over the past years, the Company has used acquisitions of fleets operated by
other companies to help grow its business. In order for the Company to take
advantage of favorable acquisition opportunities as they occur, it may be
necessary for the Company to significantly increase its debt leverage ratio
which could adversely affect its credit ratings. Also, the ability of the
Company to take advantage of acquisition opportunities will depend on the
availability of capital. See liquidity and capital resources in Management's
Discussion and Analysis of Financial Condition and Results of Operations above
for discussion.
CONSOLIDATIONS OF THE COMPANY'S CUSTOMER BASE
- ---------------------------------------------
Consolidations through mergers or acquisitions of the Company's customer base,
including railroad or steamship lines, may result in reduced demand for leased
equipment.
17
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
- --- --------
Exhibit No. Description
----------- -----------
10 XTRA Corporation 1997 Stock Incentive Plan
11 Statement of the calculation of earnings per share for the three months ended
December 31, 1997 and 1996
12.1 Statement of the calculation of earnings to fixed charges for the three months ended
December 31, 1997 and 1996 for XTRA Corporation
12.2 Statement of the calculation of earnings to fixed charges for the three months ended
December 31, 1997 and 1996 for XTRA, Inc.
27 Financial Data Schedule
(b) Reports on Form 8-K
--- -------------------
On February 3, 1998, a Current Report on Form 8-K was filed by the Company
to disclose certain financial information for the fiscal first quarter ended
December 31, 1997.
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
XTRA CORPORATION
----------------------------------------------
(Registrant)
Date: February 6, 1998 /s/ Michael J. Soja
---------------- ----------------------------------------------
Michael J. Soja
Vice President and Chief Financial Officer
Date: February 6, 1998 /s/ Robert B. Blakeley
----------------- ----------------------------------------------
Robert B. Blakeley
Vice President and Controller
19
EXHIBIT INDEX
-------------
Exhibit No. Description Page No.
- ----------- ----------- --------
10 XTRA Corporation 1997 Stock Incentive Plan 21
11 Statement of the calculation of earnings per
share for the three months ended December 31,
1997 and 1996 30
12.1 Statement of the calculation of earnings to
fixed charges for the three months ended December 31,
1997 and 1996 for XTRA Corporation 31
12.2 Statement of the calculation of earnings to fixed
charges for the three months ended December 31, 1997
and 1996 for XTRA, Inc. 32
27 Financial Data Schedule 33