<PAGE> 1
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 September 30, 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 1-9051
TRANSCISCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2989345
- --------------------------------------- ------------------------------------
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
601 California Street, Suite 1301
San Francisco, CA 94108
- --------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
(415) 477-9700
- ---------------------------------------
(Registrant's Telephone Number,
including area code)
Indicate by check mark whether the registrant has (1) 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 by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES X NO
--- ---
Indicate the number of common shares outstanding, as of the latest practicable
date.
Class Outstanding at November 14, 1995
- --------------------------------------- ------------------------------------
Common Stock, $.01 par value 5,222,537 (excludes 794,390 shares
---------
held in Treasury)
1
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PART I - FINANCIAL STATEMENTS
ITEM 1. TRANSCISCO INDUSTRIES, INC.
FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
September 30 March 31
1995 1995
(Unaudited) (Note)
------------ --------
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 809 $ 1,371
Receivables - trade 7,533 6,221
Inventories 3,323 3,460
Other current assets 516 419
------- -------
Total current assets 12,181 11,471
Property and equipment, net
of accumulated depreciation 17,620 17,561
Investment in SFAT and other assets 1,716 1,496
------- -------
$31,517 $30,528
======= =======
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 4,996 $ 2,744
Accrued compensation and benefits 1,198 1,202
Short-term borrowing -- 1,730
Other current liabilities 2,121 3,041
Current portion of long-term debt 309 1,451
------- -------
Total current liabilities 8,624 10,168
Senior secured debt 3,504 --
Subordinated debt 3,000 --
Other long-term liabilities 2,825 2,613
Deferred maintenance liability 2,476 1,108
Long-term debt -- 11,822
Interest payable 218 1,261
Deferred income tax 321 321
Shareholders' equity:
Common Stock $.01 par value
15,000,000 shares authorized,
issued and outstanding, 5,222,537 in
1995 and 5,120,870 in 1994 52 51
Paid-in capital in excess of par 17,714 17,022
Accumulated deficit (3,703) (10,844)
Less cost of Common Shares in Treasury:
794,390 in 1995, and 478,726 in 1994 (3,514) (2,994)
------- -------
Total shareholders' equity 10,549 3,235
------- -------
$31,517 $30,528
======= =======
</TABLE>
Note: The balance sheet at March 31, 1995 has been derived from the audited
financial statements at that date, but does not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. Certain balance sheet accounts have been
reclassified to conform to the presentation as of September 30, 1995. Please
refer to the Company's annual report on form 10-K.
See notes to financial statements.
2
<PAGE> 3
TRANSCISCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER-SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended Sept. 30 Three Months Ended Sept. 30
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues: (primarily
maintenance and repairs) $ 20,925 $ 16,874 $ 10,090 $ 8,706
---------- ---------- ---------- ----------
Costs and expenses:
Operations and support 16,414 13,793 8,014 7,097
Selling, general and
administrative costs 2,800 2,392 1,299 1,256
Interest income (39) (153) (6) (77)
Interest expense 622 789 164 375
Other income (23) (72) (40) (51)
---------- ---------- ---------- ----------
19,774 16,749 9,431 8,600
Income from operations
before tax and extra-
ordinary item 1,151 125 659 106
Provision for income taxes 68 -- 68 --
---------- ---------- ---------- ----------
Income from operations
before extraordinary item 1,083 125 591 106
Extraordinary item -
gain on refinancing
of debt 6,058 -- 6,058 --
---------- ---------- ---------- ----------
Net income $ 7,141 $ 125 $ 6,649 $ 106
========== ========== ========== ==========
Per share amounts:
Income from operations $ 0.19 $ 0.02 $ 0.10 $ 0.02
Extraordinary item 1.05 $ -- $ 1.01 $ --
---------- ---------- ---------- ----------
Net income $ 1.24 $ 0.02 $ 1.11 $ 0.02
========== ========== ========== ==========
Shares used in calculations 5,742,647 5,299,662 5,982,810 5,298,349
</TABLE>
See accompanying notes.
3
<PAGE> 4
TRANSCISCO INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SEPTEMBER 30
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 7,141 $ 125
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Extraordinary item -- gain on refinancing
of debt (6,058) --
Interest payable 208 468
Depreciation and amortization 600 587
Common stock issued for services 415 10
Changes in operating assets and liabilities:
Accounts receivable (1,312) (1,623)
Inventories 137 (839)
Other current assets (97) 154
Other assets (190) 66
Accounts payable 2,252 434
Accrued compensation and benefits (4) 96
Deferred maintenance liability 1,368 571
Other current liabilities (920) (184)
Other long-term liabilities 212 --
------- -------
Net cash provided by (used in)
operating activities 3,752 (135)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net (659) (434)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Class F and other senior debt (8,536) (184)
Borrowing under senior secured and
subordinated debt 6,611 --
Short term borrowing (repayment) (1,730) 1,063
------- -------
Net cash provided by (used in)
financing activities (3,655) 879
------- -------
Net increase (decrease) in cash and cash equivalents (562) 310
Cash and cash equivalents at beginning of period 1,371 725
------- -------
Cash and cash equivalents at the end of period $ 809 $ 1,035
======= =======
</TABLE>
See accompanying notes.
4
<PAGE> 5
TRANSCISCO INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1995
1) BASIS FOR PRESENTATION:
The accompanying unaudited financial statements have been prepared in
accordance with generally accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
month period and the six month period ended September 30, 1995 are not
necessarily indicative of the results that may be expected for the fiscal
year ended March 31, 1996. For further information, refer to the financial
statements and footnotes thereto included in the Company's Annual Report on
Form 10-K for the year ended March 31, 1995.
2) REFINANCING:
On August 1, 1995, Transcisco Industries, Inc. (the "Company") refinanced
substantially all of its long-term debt. Financing for the transaction was
provided by Transamerica Business Credit Corporation, ("Transamerica") and
Furman Selz Investments, Inc. ("Furman Selz"). Transamerica provided a
$10 million asset-based credit facility, while Furman Selz purchased a $3
million subordinated note (Furman Selz also purchased 1 million warrants
to acquire 1 million shares of the Company's common stock at $1.50 per
share). The proceeds from these loans and approximately $3 million of the
Company's available cash were used to repurchase approximately $15 million of
the Company's Class F debt (including accrued interest) for a cash payment
of $8.4 million and other consideration, resulting in an approximate $6
million extraordinary gain. The Company also used $1.7 million of proceeds
from the refinancing to retire all of its short-term revolving line of
credit held by Congress Financial Corporation.
In accordance with its plan of reorganization, on closing the refinancing,
304,822 shares of common stock were returned to the Company, which were held in
escrow for the benefit of the previous holders of long-term debt.
3) BANK DEBT AND LONG TERM LIABILITIES:
(a) Senior Secured Debt:
Senior Secured Debt at September 30, 1995 consists of the following:
SENIOR TERM LOAN. Pursuant to a term loan with Transamerica,
principal payments are due in equal monthly installments of
$25,773.81 for 59 months through June 30, 2000, with the balance of
the then outstanding principal due July 31, 2000; interest is due
monthly in arrears, computed at prime plus 2%. The loan is secured
by substantially all of the Company's real estate and fixed
assets. The term loan note contains certain financial
covenants, including certain ratios that the Company must satisfy,
and certain prepayment fees for payments made before July 31, 1998.
<TABLE>
<S> <C>
BALANCE AT SEPTEMBER 30, 1995........................................................ $2,139,000
</TABLE>
5
<PAGE> 6
REVOLVING CREDIT LINE. This credit facility with Transamerica has a
limit of $7,835,000, subject to certain reserves and eligibility
requirements. The loan is collateralized by the Company's accounts
receivables and inventory (the "collateral base"). The collateral
base is computed on a daily basis. Interest is accrued daily based
on the amount of loan outstanding, at a rate of prime plus 1.75%,
payable in arrears. A fee of 0.25% is assessed on any unused line
of credit. A fee of 0.25% of the daily average of loan
outstanding during each month is charged to the Company
to cover Transamerica's administrative and management costs. The
term of the credit line is five years (expiring July 31, 2000), when
all outstanding balances are due in full. Since the inception of the
credit line, the Company's capacity for additional borrowing (as
measured by its borrowing base) has exceeded the Company's
requirements for short term borrowings under the credit line.
<TABLE>
<S> <C>
BALANCE AT SEPTEMBER 30, 1995........................................................ $1,374,000
</TABLE>
SECURED REAL ESTATE LOAN. Collateral for this loan (through the
Wyoming Community Development Center) consists of the real estate,
land and buildings of Transcisco Rail Services' Rock Springs,
Wyoming facility. The loan is payable in two remaining
installments: $100,000 in December 1997 and $200,000 in December
2000. Interest is 6% and is due monthly.
<TABLE>
<S> <C>
BALANCE AT SEPTEMBER 30, 1995........................................................ $ 300,000
----------
Total Senior Secured Debt............................................................ $3,813,000
Less current portion of debt......................................................... $ (309,000)
----------
LONG-TERM PORTION OF SENIOR SECURED DEBT............................................. $3,504,000
==========
</TABLE>
(b) Subordinated Debt:
Subordinated debt for the Company at September 30, 1995 consists of
the following:
SERIES A, SENIOR SUBORDINATED NOTES. The notes were issued to
Furman Selz S.B.I.C., L.P. and James Dowling. Principal is due in
total in 2000. The note bears interest at an annual rate of 10%
through July 31, 1997, and 12% thereafter. Interest is payable
on July 31, of 1996 and 1997, and January 31 and July 31 of each year
thereafter (all prepayments will first be applied to the Series A
notes). Half of the interest due on July 31, 1996 and July 31,
1997 is to be deferred and payable on July 31, 1998 and July
31, 1999, respectively. The subordinated debt may be prepaid
without penalty upon proper notice.
<TABLE>
<S> <C>
BALANCE AT SEPTEMBER 30, 1995........................................................ $2,000,000
</TABLE>
SERIES B, SENIOR SUBORDINATED NOTES. The notes were issued to
Furman Selz S.B.I.C., L.P. and James Dowling. Principal is due in
total in 2000. The note bears interest at an annual rate of 14%.
Interest payment and other terms are similar to the Series A note.
<TABLE>
<S> <C>
BALANCE AT SEPTEMBER 30, 1995........................................................ $1,000,000
----------
TOTAL SUBORDINATED DEBT AT SEPTEMBER 30, 1995........................................ $3,000,000
==========
</TABLE>
4) RECLASSIFICATION:
Certain March 31, 1995 balances have been reclassified to conform to the
presentation as of September 30, 1995.
5) COMMON STOCK WARRANTS:
In connection with the refinancing, Furman Selz purchased 1 million warrants
to acquire 1 million shares of the Company's common stock at an exercise
price of $1.50 per share. The
6
<PAGE> 7
agreement governing the warrants was reached in June 1995, when the Company's
stock price was approximately $1.50 per share. Furman Selz paid $30,000 for the
warrants, which expire in July 2005. The warrants are subject to certain
anti-dilution provisions and may be fully exercised at any time. The options
may be exercised for cash consideration only.
6) LEGAL PROCEEDINGS: REFER TO PART II, ITEM 1 OF THIS FORM 10-Q:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
REFINANCING.
On August 1, 1995, the Company refinanced substantially all of its
long-term debt. Financing for the transaction was provided by
Transamerica and Furman Selz. Transamerica provided a $10 million
asset-based credit facility, while Furman Selz purchased a $3 million
subordinated note (Furman Selz also purchased 1 million warrants to
acquire 1 million shares of the Company's common stock at $1.50 per share).
The proceeds from these loans and approximately $3 million of the
Company's available cash were used to repurchase approximately $15
million of the Company's Class F debt (including accrued interest) for a cash
payment of $8.4 million and other consideration, resulting in an approximate
$6 million extraordinary gain. The Company also used $1.7 million of proceeds
from the refinancing to retire all of its short-term revolving line of
credit, held by Congress Financial Corporation.
In accordance with its plan of reorganization, on closing the refinancing,
304,822 shares of common stock were returned to the Company, which were
formerly held in escrow for the benefit of the previous holders of
long-term debt.
COMPARISON OF THE COMPANY'S OPERATING RESULTS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1995 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1994
REVENUES.
Revenue for the Company during the three month period ended September 30,
1995 increased to $10.1 million from $8.7 million in the comparable three
month period of 1994. The increase in revenue was primarily a result of
growth in Transcisco Leasing Company's ("TLC") railcar fleet under
management, which grew to over 8,500 railcars during the quarter. TLC's
growth in revenue was offset by lower revenues at Transcisco Rail Services
("TRS"), whose revenues dropped $696,000 in comparison to the second
quarter of 1995 as a result of lower program repair work.
OPERATIONS AND SUPPORT EXPENSES.
Operation and support expenses include the cost of direct and indirect
labor, materials and overhead costs associated with the repair and
maintenance of railroad rolling stock. Operations and support expenses for
the quarter ended September 30, 1995 increased to $8 million from $7.1
million in the comparable period of 1994. This increase was primarily a
result of the higher sales in Transcisco Leasing which, in turn, led to
higher maintenance costs.
7
<PAGE> 8
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.
Selling, general and administrative expenses include the sales, finance, human
resources, legal, purchasing and administrative operations of the Company.
These expenses increased to $1.3 million for the quarter ended September
30, 1995 from $1.26 million in the same period of 1994. The increase was
caused by higher personnel and marketing costs incurred to facilitate growth
in the Company's customer base, principally at TLC.
NET INCOME.
Net income for the quarter was $6,649,000, or $1.11 per share. Approximately
$6.1 million of net income was a result of an extraordinary gain earned
from the refinancing. The current quarter's income before the
extraordinary gain was $591,000, or $.10 per share. For the comparable
quarter of 1994, net earnings were $106,000, or $0.02 per share (there was
no extraordinary income last year). The increase in income (before
extraordinary items) was a result of several factors. First, growth in
TLC's managed railcar fleet boosted sales, which translated into higher
earnings. Second, the refinancing reduced interest expense by
approximately $200,000.
COMPARISON OF THE COMPANY'S OPERATING RESULTS FOR THE SIX MONTHS ENDED SEPTEMBER
30, 1995 AS COMPARED TO THE SIX MONTHS ENDED SEPTEMBER 30, 1994
REVENUES.
Revenue for the Company during the six month period ended September 30, 1995
increased to $20.9 million from $16.9 million in the comparable six month
period of 1994. The increase in revenue was primarily a result of growth in
TLC's railcar fleet under management, which grew to over 8,500 railcars
during the quarter. TLC's growth in revenue was offset by lower revenues at
TRS, whose revenues dropped $349,000 from the comparable period of 1994
as a result of lower program repair work.
OPERATIONS AND SUPPORT EXPENSES.
Operation and support expenses include the cost of direct and indirect
labor, materials and overhead costs associated with the repair and
maintenance of railroad rolling stock. For the six month period ended
September 30, 1995, operations and support expenses increased to $16.4
million from $13.8 million in the comparable period of 1994. This increase
was primarily a result of the higher sales in TLC which, in turn, led to
higher maintenance costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.
Selling, general and administrative expenses include the sales, finance, human
resources, legal, purchasing and administrative operations of the Company.
For the six month period ended September 30, 1995, these expenses increased
to $2.8 million from $2.4 million in the same period of 1994. The
increase was caused by higher personnel and marketing costs incurred to
facilitate growth in the Company's customer base, principally at TLC.
8
<PAGE> 9
NET INCOME.
Net income for the six month period ended September 30, 1995 was $7,141,000,
or $1.24 per share. Approximately $6.1 million of net income was a result of
an extraordinary gain earned from the refinancing. For the current six
month period, income before the extraordinary gain was $1,083,000, or $0.19
per share. For the comparable period of 1994, net earnings were $125,000, or
$0.02 per share (there was no extraordinary income last year). The increase
in income (before extraordinary items) was a result of several factors.
First growth in TLC's managed railcar fleet boosted sales, which translated
into higher earnings. Second, the refinancing reduced interest expense by
approximately $160,000 in comparison to the same period of 1994.
ACCOUNTING FOR INVESTMENT IN SOVFINAMTRANS.
The Company's wholly owned subsidiary, Transcisco Trading Company
("TTC"), owns a 23.5% interest in SovFinAmTrans ("SFAT"), which the
Company believes is the largest privately owned railcar transportation
company in Russia. SFAT was founded in mid-1989. Effective June 30, 1991,
management discontinued recording equity earnings for the Company's
investment in SFAT, and since then, has accounted for the investment
using the cost method. That decision was based on several factors. First,
the Company's financial condition during bankruptcy inhibited its ability to
generate value from the investment, particularly were that investment to
have been liquidated during the bankruptcy. Second, Russia's economic
condition was conjectural at that time. Since the 1991 decision, economic
conditions in Russia have improved markedly. Moreover, SFAT has grown
significantly and has consistently been profitable. Management continues
to review its SFAT accounting policy quarterly.
LIQUIDITY AND CAPITAL RESOURCES.
The ratio of current assets to current liabilities was 1.41 to 1.0 at
September 30, 1995 compared to 1.13 to 1.00 at March 31, 1995. Working
capital increased by $2,254,000 as a result of an increase in trade
receivables. The increase was also due to the refinancing, whereby the
Company retired its short term line of credit with Congress Financial
Corporation.
The Company's cash requirements were satisfied primarily through cash on hand,
operating earnings and revolving loans (in addition to a term loan and
subordinated note used to fund the refinancing). The current revolving loan
is provided through Transamerica Business Credit Corporation, and has a
maximum limit of $7,835,000. Borrowings from this revolving loan at
September 30, 1995 were $1,374,000. The loan is collateralized by the
Company's accounts receivables and inventory, subject to certain reserves
and eligibility terms. Management believes the availability of working
capital from the loan facilities, combined with the attainment of
projected operating cash flow, should be sufficient to meet the Company's
working capital requirements in the foreseeable future.
9
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to the Company's Form 10-Q for the quarter ended June 30,
1995, which included a discussion of a development in that quarter in the
Daniels et. al. v. PLM International, Inc., et. al. action.
ITEMS 2. CHANGES IN SECURITIES.
On September 5, 1995, the Company adopted a Shareholder Rights Plan,
pursuant to which each holder of the Company's Common Stock was issued a
currently unexercisable right ("Right") to purchase Series A Junior
Preferred Participating Stock (the "Preferred Stock") at an exercise
price of $12.00 per share. Following public announcement that a person or
group has acquired, or is making a tender offer for, 5% or more of the
outstanding shares of the Company's Common Stock, the Rights will become
exercisable to purchase the number of shares of Preferred Stock having a value
equal to ten times the exercise price. In the event that the Company engages
in a merger or business combination with the acquiror or tender offeror,
the Rights will become exercisable for shares of common stock in the
acquiring entity having a value equal to ten time the exercise price of the
Right. The Rights would not become exercisable, however, if the Company's
Board of Directors approved the acquisition of the common stock, the merger,
or the business combination prior to the occurrence thereof. This summary
of the Rights Plan is qualified in its entirety by the Rights Plan,
which is incorporated herein by reference to the Company's Form 8-A filed on
September 15, 1995.
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of the Report:
Exhibits:
3.1 Joint Plan of Reorganization, incorporated by reference
to Form 8-A filed by the Company on August 12, 1993.
3.2 Restated Certificate of Incorporation, as Amended,
incorporated by reference to Form 8-A by the Company on
August 12, 1993.
3.3 By-Laws, as Amended, incorporated by reference to Form 8-A
filed by the Company on August 12, 1993.
10.1 Lease agreement for 601 California Street, incorporated
herein by reference to Company's filing of Form 10-K for
December 31, 1988, filed with the Securities and Exchange
Commission.
10.2 Transcisco Industries, Inc., Amended and Restated
(1994) Stock Option Plan (including implementing
agreement: Transcisco Industries, Inc., Stock Option
Agreement) incorporated herein by reference to Form S-8
filed April 13, 1995 with the Securities and Exchange
Commission.
10.3 Plan and Agreement of Reorganization, incorporated
by reference to the Company's Registration Statement on
Form S-4 (Reg. No. 33-2236) dated December 23, 1985,
filed with the Securities and Exchange Commission.
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<PAGE> 11
10.4 Employment Agreement between the Company and George A.
Tedesco, incorporated by reference to the Company's 10-K
for the fiscal year ended December 31, 1993.
10.5 Employment Agreement between TRS and Mr. Jahnke, dated April
13, 1995.
10.6 Transcisco Industries, Inc. Directors' (1994) Stock Option
Plan, incorporated by reference to the Company's Form S-8
filed April 8, 1995 with the Securities and Exchange
Commission.
10.7 Employment Agreement as amended, dated May 1, 1995
between Mr. William F. Bryant and Transcisco Leasing
Company, a subsidiary of Company.
10.8 Agreement between Deucalion Securities, Inc., and
Steven L. Pease and the Company dated January 3, 1995,
incorporated herein by reference to the Company's Form
10-K for the fiscal year ended December 31, 1993.
10.9 Employment Agreement between the Company and Philip C.
Kantz, dated as of February 23, 1994, incorporated herein
by reference to the Company's Form 10-K for the fiscal
year ended December 31, 1993.
10.10 The Note and Warrant Purchase Agreement Among the Company,
Transcisco Rail Services Company, Transcisco Leasing
Company, and Transcisco Trading Company and Furman Selz
S.B.I.C., L.P. and James Dowling dated as of August 1, 1995
is incorporated herein by reference to the Company's Form
8-K filed on October 6, 1995.
10.11 The Registration Rights Agreement by and between the Company,
Furman Selz S.B.I.C., L.P., and James Dowling dated
August 1, 1995 is incorporated herein by reference to the
Company's Form 8-K filed on October 6, 1995.
10.12 The Loan and Security Agreement between the Company,
Transcisco Rail Services Company, Transcisco Leasing
Company, Transcisco Trading Company, and Transamerica
Business Credit Corporation, dated as of July 31, 1995 is
incorporated herein by reference to the Company's Form 8-K
filed on October 6, 1995.
10.13 The Shareholder Rights Plan by and between the Company
and First Interstate Bank of California, as rights
agent, dated September 5, 1995, is incorporated herein by
reference to the Company's Form 8-A filed on September 15,
1995.
21.1 List of subsidiaries of the Company, incorporated herein
by reference to the Company's Form 10-K for the fiscal year
ended December 31, 1993.
23.1 Consent of Independent Auditors.
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(b) Reports on Form 8-K
An 8-K was filed on October 6, 1995, including therewith the primary documents
governing the refinancing: the Loan and Security Agreement between the Company
and Transamerica, dated July 31, 1995 and the Note and Warrant Purchase
Agreement among the Company, its subsidiaries, Furman Selz, S.B.I.C., L.P. and
James Dowling dated August 1, 1995.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANSCISCO INDUSTRIES, INC.
November 13, 1995 /s/ GREGORY S.SAUNDERS
- ----------------------- --------------------------------------------
Date Gregory S. Saunders - on behalf of the
Registrant and as Vice President, Controller
12
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<TABLE>
<CAPTION>
Exhibit
No. Exhibit Description
- ------- -------------------
<S> <C>
Ex-27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 809
<SECURITIES> 0
<RECEIVABLES> 7,533
<ALLOWANCES> 0
<INVENTORY> 3,323
<CURRENT-ASSETS> 12,181
<PP&E> 17,620
<DEPRECIATION> 0
<TOTAL-ASSETS> 31,517
<CURRENT-LIABILITIES> 8,624
<BONDS> 0
<COMMON> 52
0
0
<OTHER-SE> 10,497
<TOTAL-LIABILITY-AND-EQUITY> 31,517
<SALES> 10,090
<TOTAL-REVENUES> 10,090
<CGS> 8,014
<TOTAL-COSTS> 8,014
<OTHER-EXPENSES> 1,253
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 164
<INCOME-PRETAX> 659
<INCOME-TAX> 68
<INCOME-CONTINUING> 591
<DISCONTINUED> 0
<EXTRAORDINARY> 6,058
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</TABLE>
