-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lzfRxWaFZyZC9+HzMnrGETBaJBzueE/xy0MWjzuyiIP0XlnqNAdWmprrGLjUQZ0e VoI0jGySUDBbG2ReBb3MaA== 0000099106-95-000005.txt : 19950516 0000099106-95-000005.hdr.sgml : 19950516 ACCESSION NUMBER: 0000099106-95-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS LUX CORP CENTRAL INDEX KEY: 0000099106 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 131394750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-02257 FILM NUMBER: 95538404 BUSINESS ADDRESS: STREET 1: 110 RICHARDS AVE CITY: NORWALK STATE: CT ZIP: 06856-5090 BUSINESS PHONE: 2038534321 MAIL ADDRESS: STREET 1: 110 RICHARDS AVENUE CITY: NORWALK STATE: CT ZIP: 06856-5090 10-Q 1 TRANS-LUX CORP FORM 10-Q PERIOD ENDING 03/31/95 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 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 1-2257 TRANS-LUX CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-1394750 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 110 Richards Avenue, Norwalk, CT 06856-5090 (Address of principal executive offices) (Zip Code) (203) 853-4321 (Registrant's telephone number, including area code) (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. Date Class Shares Outstanding 05/11/95 Common Stock - $1.00 Par Value 943,343 05/11/95 Class B Stock - $1.00 Par Value 304,781 (Immediately convertible into a like number of shares of Common Stock.) TRANS-LUX CORPORATION AND SUBSIDIARIES INDEX Page No. Part I Financial Information Consolidated Balance Sheets - March 31, 1995 (unaudited) and December 31, 1994 1 Consolidated Statements of Stockholders' Equity - March 31, 1995 (unaudited) and December 31, 1994 2 Consolidated Statements of Income - Three Months Ended March 31, 1995 and 1994 (unaudited) 3 Consolidated Statements of Cash Flows - Three Months Ended March 31, 1995 and 1994 (unaudited) 4 Notes to Consolidated Financial Statements (unaudited) 5 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II Other Information Item 6. Exhibits and Reports on Form 8-K 9 Signatures 9 PART I - FINANCIAL INFORMATION ------------------------------ TRANS-LUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
March 31 December 31 ASSETS 1995 1994 ------ ----------- ----------- (unaudited) Current assets: Cash and cash equivalents $ 1,177,000 $ 2,335,000 Available-for-sale securities 1,649,000 1,603,000 Receivables 1,303,000 1,403,000 Inventories 1,693,000 517,000 Prepaids and other current assets 317,000 104,000 Current deferred taxes 192,000 192,000 ---------- ---------- Total current assets 6,331,000 6,154,000 ---------- ---------- Rental equipment 45,332,000 43,807,000 Less accumulated depreciation 15,350,000 14,154,000 ---------- ---------- 29,982,000 29,653,000 ---------- ---------- Property, plant and equipment 22,346,000 18,313,000 Less accumulated depreciation and amortization 7,307,000 5,070,000 ---------- ---------- 15,039,000 13,243,000 Prepaids, intangibles and other 3,846,000 2,295,000 Maintenance contracts 1,871,000 1,962,000 ---------- ---------- $57,069,000 $53,307,000 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable and accruals $ 5,931,000 $ 5,379,000 Income taxes payable 201,000 198,000 Current portion of long-term debt 2,696,000 2,660,000 ---------- ---------- Total current liabilities 8,828,000 8,237,000 ---------- ---------- Long-term debt: 9% convertible subordinated debentures due 2005 4,874,000 4,874,000 9.5% subordinated debentures due 2012 1,057,000 1,057,000 Notes payable 16,182,000 13,762,000 ---------- ---------- 22,113,000 19,693,000 Deferred revenue 2,215,000 1,550,000 Deferred income taxes 3,191,000 3,282,000 Minority interest 14,000 21,000 Stockholders' equity 20,708,000 20,524,000 ---------- ---------- $57,069,000 $53,307,000 ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. 1 TRANS-LUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
March 31 December 31 1995 1994 ----------- ----------- (unaudited) Capital stock: Preferred - $1.00 par value Authorized - 500,000 shares Issued - none Common - $1.00 par value Authorized - 4,000,000 shares Issued - 2,435,624 & 2,435,046 shares $2,435,000 $2,435,000 Class B - $1.00 par value Authorized - 2,000,000 shares Issued - 304,781 & 305,359 shares 305,000 305,000 Additional paid-in capital 13,808,000 13,809,000 Retained earnings 16,147,000 15,993,000 Other (78,000) (107,000) ---------- ---------- 32,617,000 32,435,000 Less treasury stock - at cost 1,492,281 & 1,492,581 shares in 1995 and 1994 (excludes add'l 304,781 shares held in 1995 & 305,359 in 1994 for conversion of Class B stock) 11,909,000 11,911,000 ---------- ---------- Total stockholders' equity $20,708,000 $20,524,000 ========== ==========
THE CHANGES IN CONSOLIDATED STOCKHOLDERS' EQUITY ARE AS FOLLOWS:
Additional Common Class Paid-in Retained Treasury Stock B Stock Capital Earnings Other Stock ------ ------- ---------- -------- ----- -------- December 31, 1994 $2,435,000 $305,000 $13,809,000 $15,993,000 ($107,000) ($11,911,000) 1/1/95 - 3/31/95: (unaudited) Net income 197,000 Cash dividends (43,000) Exercise of stock options (1,000) 2,000 Unrealized holding gain/(loss) 29,000 --------- ------- ---------- ---------- ------ ---------- March 31, 1995 $2,435,000 $305,000 $13,808,000 $16,147,000 ($78,000) ($11,909,000) ========= ======= ========== ========== ====== ==========
The accompanying notes are an integral part of these consolidated financial statements. 2 TRANS-LUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31 ------------------ 1995 1994 ---- ---- Gross revenues: Equipment rentals and maintenance $5,482,000 $5,818,000 Equipment sales 3,008,000 1,910,000 Theatre receipts and other 889,000 615,000 --------- --------- 9,379,000 8,343,000 --------- --------- Operating expenses: Cost of equipment rentals and maintenance 2,939,000 3,037,000 Cost of equipment sales 1,836,000 1,326,000 Cost of theatre receipts and other 691,000 556,000 --------- --------- 5,466,000 4,919,000 --------- --------- Gross profit from operations 3,913,000 3,424,000 General and administrative expenses 3,139,000 2,678,000 --------- --------- 774,000 746,000 Interest income 57,000 28,000 Interest expense (537,000) (97,000) Other income 46,000 - --------- --------- Income before income taxes 340,000 677,000 Provision for income taxes 143,000 123,000 --------- --------- Net income $ 197,000 $ 554,000 ========= ========= Earnings per share-primary $ 0.16 $ 0.44 --------- --------- Earnings per share-fully diluted $ * $ 0.34 --------- --------- Average common and common equivalent shares outstanding-primary 1,263,000 1,248,000 --------- --------- Average common and common equivalent shares outstanding-fully diluted * 1,957,000 --------- --------- Cash dividends per share: Common stock $ 0.035 $ 0.035 Class B stock $ 0.0315 $ 0.0315
* Fully diluted EPS is not dilutive and therefore not shown. The accompanying notes are an integral part of these consolidated financial statements. 3 TRANS-LUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31 1995 1994 ----------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 197,000 $ 554,000 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,681,000 1,539,000 Deferred income taxes 68,000 96,000 Minority interest (7,000) -- Changes in operating assets and liabilities: Receivables 505,000 409,000 Inventories (154,000) 3,000 Prepaids and other current assets (160,000) 20,000 Prepaids, intangibles and other (10,000) (162,000) Accounts payable and accruals (548,000) 172,000 Income taxes payable 3,000 (68,000) Deferred revenue 665,000 1,767,000 ----------------------------------------------------------------------------------------- Net cash provided by operating activities 2,240,000 4,330,000 ----------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of rental equipment (1,525,000) (874,000) Purchases of property, plant and equipment (760,000) (1,043,000) Payments for acquisition (3,178,000) -- Proceeds from acquisition notes receivable 658,000 -- Sale of assets 209,000 -- Purchases of securities (494,000) (500,000) Proceeds from sale of securities 500,000 -- ----------------------------------------------------------------------------------------- Net cash (used in) investing activities (4,590,000) (2,417,000) ----------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 3,811,000 285,000 Repayment of long-term debt (2,577,000) (953,000) Proceeds from exercise of stock options 1,000 -- Cash dividends (43,000) (43,000) ----------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities 1,192,000 (711,000) ----------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents (1,158,000) 1,202,000 Cash and cash equivalents at beginning of year 2,335,000 1,128,000 ----------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,177,000 $ 2,330,000 ========================================================================================= Interest paid $ 217,000 $ 237,000 Interest received 57,000 30,000 Income taxes paid 163,000 95,000 -----------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial statements. 4 TRANS-LUX CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1995 (unaudited) Note 1 - Basis of Presentation Financial information included herein is unaudited, however, such information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the consolidated financial statements for the interim periods. The results for the interim periods are not necessarily indicative of the results to be expected for the full year. It is suggested that the March 31, 1995 consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report and Form 10-K for the year ended December 31, 1994. Note 2 - Accounting for Income Taxes The provision for income tax expense for the three months ended March 31, 1995 was $143,000 of which $130,000 and $13,000 are current and deferred tax expense, respectively. There was no change in the valuation allowance during the three months ended March 31, 1995. Note 3 - Prepaids, Intangibles & Other Prepaid, intangibles & other consist of the following: March 31, December 31, 1995 1994 ---------- ---------- Prepaids and other $1,181,000 $1,183,000 Deferred debenture expense 170,000 168,000 Deferred financing costs 275,000 287,000 Acquisition costs 99,000 100,000 Deposits and advances 78,000 89,000 Long-term note receivable 217,000 218,000 Patents 371,000 - Goodwill and noncompete agreement 1,208,000 - Long-term portion of officers' and employees' loans 247,000 250,000 ---------- ---------- $3,846,000 $2,295,000 ========== ========== 5 Note 4 - Acquisition On January 17, 1995, the Company, acquired all of the capital stock of Integrated Systems Engineering, Inc. (ISE), which manufactures outdoor electronic signs, for a cash purchase price of approximately $2.7 million plus payment of noncompete and consulting fees. The payments for acquisition in the accompanying Consolidated Statements of Cash Flows is shown net of $1.9 million of liabilities assumed for the acquisition. The purchase was financed by working capital and from a new $3.3 million loan and security agreement. The acquisition was accounted for using the purchase method of accounting. The purchase price allocation is based on estimated fair values and is subject to change as additional information becomes known. Assets include land, building, machinery and equipment, accounts receivable and inventory. The excess of the purchase price over the fair value of the net assets acquired has been recorded as goodwill and is being amortized over 20 years. Proforma results of operations as if the acquisition had occurred as of January 1, 1995 are not presented, as the amounts are not significant to the operation of the Company. The consolidated financial statements presented herewith reflects the effects of the transaction. The Company's proforma financial results are presented to provide information on the impact of the acquisition of ISE to the results of operations of the Company for the three months ended March 31, 1994. Proforma financial information reflects the Company's proforma results of operations as if the acquisition had occurred as of January 1, 1994. The following proforma financial information should be read in conjunction with the Company's consolidated financial statements. The proforma information does not purport to represent what the Company's results of operations or financial position would have been if the acquisition, in fact, had occurred on January 1, 1994, or to project the Company's results of operations or financial position for any future period or at any future date. The proforma consolidated balance sheet is not presented as the transaction is already reflected in the Company's consolidated balance sheet at March 31, 1995. 6 Three Months Ended March 31, 1994 (Proforma) ------------------------- (Unaudited) Gross revenues $9,479,000 ========== Net income $ 585,000 ========== Earnings per share - primary $ 0.47 ========== Earnings per share - fully diluted $ 0.36 ========== MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Gross revenues for the three months ended March 31, 1995 increased 12.4% to $9.4 million versus $8.3 million in the previous year. Equipment rental and maintenance revenue decreased $0.3 million or 5.8% for the three months ended March 31, 1995 compared to the previous year. The decrease in equipment rentals and maintenance is primarily attributable to the decline of the outdoor displays and maintenance contract portfolios previously acquired with the expectation of being a continually declining installation base although the decline is at a slower rate than originally anticipated. The decrease is partially offset by an increase in new indoor and outdoor display rentals. Equipment sales increased 57.5% or $1,098,000 for the three months ended March 31, 1995 compared to the same period in the previous year. The increase is largely attributable to the January 1995 acquisition of Integrated Systems Engineering Inc., (ISE). Theatre receipts and other revenues increased $274,000 or 44.6% for the three months ended March 31, 1995 compared to the previous year, which is primarily attributable to theatre receipts from the five-plex theatre in Durango, Colorado which opened in mid 1994. The three month 1995 gross profit margin increased slightly to 41.7% as compared to 41.0% for the corresponding period in the previous year. 7 General and administrative expenses for the three months ended March 31, 1995 reflects an increase of $461,000 or 17.2% over the 1994 period. The increase is due primarily to the additional expenses incurred by ISE. Interest income for the three months ended March 31, 1995 increased $29,000 largely due to the increase in interest rates. Interest expense for the three months ended March 31, 1995 increased $440,000. The increase in 1995 is due primarily to increased financings as a result of the acquisition of ISE while interest expense in 1994 included the reduction of expense due to the settlement of a prior year assessment from a 1986 state income tax audit of approximately $328,000. The other income for the three months ended March 31, 1995 is composed of a capital gain on the sale of drive-in theatre property in Espanola, New Mexico. The effective tax rate at March 31, 1995 is 42.0% compared to 18.2% in the previous year. The provision for income taxes in the first quarter of 1994 reflects a net reduction of approximately $34,000 due to the settlement of a prior year assessment from a 1986 state income tax audit. Liquidity and Capital Resources The regular quarterly cash dividend for the first quarter of 1995 of $.035 per share on the Company's Common Stock and $.0315 share on the Company's Class B Stock was declared by the Board of Directors on March 10, 1995 payable to stockholders of record as of March 31, 1995 and was paid April 13, 1995. The current cash position of the Company continues to remain satisfactory. The Company feels that its current cash position and working capital generated by operations will adequately meet its current operating and financing requirements. This is augmented by a $4,000,000 Revolving Credit and Term Loan accessible through April 1996 of which $3,500,000 is available at March 31, 1995. Cash and cash equivalents for the three months ended March 31, 1995 decreased by $1,158,000 as compared to an increase of $1,202,000 for the corresponding period last year. The decrease is primarily attributable to cash utilized to acquire ISE and retire the majority of its long-term debt. The Company continues to consider various financing alternatives. 8 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 11 Computation of Earnings Per Share 27 Financial Data Schedule, which is submitted electronically to the Securities and Exchange Commission for information only and not filed. (b) A report on Form 8-K dated January 23, 1995 and Form 8-K/A dated March 31, 1995 was filed reporting the acquisition of all of the capital stock of Integrated Systems Engineering, Inc. 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. TRANS-LUX CORPORATION (registrant) Date: May 12, 1995 /S/ ANGELA D. TOPPI _______________________________ by: Angela D. Toppi Vice President and Chief Financial Officer /S/ CATHERINE E. NONNENMACHER _______________________________ by: Catherine E. Nonnenmacher Chief Accounting Officer EX-11 2 COMPUTATION OF EARNINGS PER SHARE TRANS-LUX CORPORATION & SUBSIDIARIES EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE FOR THE THREE MONTHS ENDED MARCH 31 -------------- 1994 ---- Primary: -------- Net income $554,000 ========= Average common shares outstanding 1,247,549 ========= Primary earnings per share $0.44 ========= Fully diluted: -------------- Net income $554,000 Add after tax interest expense applicable to 9% convertible subordinated debentures 115,000 --------- Adjusted net income $669,000 ========= Average common shares outstanding 1,247,549 Assumes conversion of 9% convertible subordinated debentures 709,921 --------- Average common and common equivalent shares outstanding 1,957,470 ========= Fully diluted earnings per share $0.34 ========= Fully diluted earnings per share are not presented for 1995 as the effect is not dilutive EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS ON FORM 10-Q. 1,000 3-MOS DEC-31-1994 MAR-31-1995 1,177 1,649 1,303 0 1,693 6,331 67,678 22,657 57,069 8,828 5,931 2,740 0 0 17,968 57,069 3,008 9,379 1,836 5,466 3,139 0 537 340 143 197 0 0 0 197 .16 .16
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