<PAGE> 1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission File Number 0-4539
TRANS-INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2598139
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2637 Adams Road, Rochester Hills, MI 48309
(Address of principal executive offices) (Zip Code)
(810) 852-1990
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.10 Per Share
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 and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
As of February 29, 1996, 3,077,000 shares of Common Stock were
outstanding and the aggregate market value of the Common Stock held by
non-affiliates of the registrant (based upon the last sale price on the NASDAQ
National Market) was approximately $5,255,430.
DOCUMENTS INCORPORATED BY REFERENCE
Information called for by Part III (Items 10, 11, 12, and 13) is
incorporated by reference from the Registrant's definitive proxy statement in
connection with its Annual Meeting of Shareholders to be held on May 22, 1996,
which Proxy Statement will be filed pursuant to Regulation 14A.
<PAGE> 2
PART I
Item 1. Business.
Introduction
Trans-Industries, Inc. (and its subsidiaries) (the "Company") was
incorporated in Delaware in 1967 to acquire the business of Transign, Inc., a
company founded in 1952 to manufacture mechanical bus signs. Initially, the
Company produced mechanical signage for the mass transit market, but its
current efforts have been concentrated on electronic systems for the display of
information, bus lighting products and source extraction systems for the
environmental market. These products are sold to virtually all aspects of the
transportation industry and to a broad range of commercial and industrial
markets. The Company has two major customers, Gillig Corp. and Addco Mfg. each
of which accounted for nearly 10 percent of consolidated annual sales.
Although these are highly valued customers, the Company does not consider
itself dependent upon them for continued, ongoing operations. Sales volume is
significantly affected by state and municipal government spending for mass
transit, highway systems, and airports. As of February 28, 1996, the Company's
backlog was $8,641,900, compared with $5,762,600 and approximately $4,812,900
for the same dates in 1995 and 1994, respectively. Of the current backlog, it
is anticipated that 90 percent will be completed within one year.
Operations
A. Industry Segment.
The Company is a leader in the supply of lighting and information display
systems for mass transit operations. Also, new and growing markets are being
developed for electronic information display systems, liquid crystal displays,
and the Company's dust control product line. Dust control is an air impurity
extraction system that is designed to remove air pollution at its source.
Based on the nature of the Company's products, production process, types of
customers, and marketing methods, management believes the Company operates in
predominately one broad industry segment which is the transportation industry.
The Company continues to decrease its dependence upon the mass transit portion
of this market.
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<PAGE> 3
B. Foreign and Domestic Operations and Export Sales.
Through subsidiaries, the Company operates manufacturing, assembly, sales,
and service facilities in the United Kingdom. These operations sell products
purchased from the affiliated domestic companies, as well as products
manufactured in the United Kingdom, to European and Australian customers.
Additional foreign sales are made on an export basis from domestic offices as
well as through certain agents abroad. Summarized financial information about
foreign operations and exports are in Notes D and I to the Consolidated
Financial Statements.
C. Research and Quality Control.
The Company's principal research activities are conducted at its product
development center in Rochester Hills, Michigan, where line maintenance and new
product programs are carried out according to perceived market opportunities.
Quality control, rather than being centralized, is a function performed at each
manufacturing plant.
Approximately $438,000, $438,000, and $354,000 were spent on research and
development during the years ended December 31, 1995, 1994, and 1993,
respectively.
D. Competition.
In each of the market niches where the Company competes, there are one or
more competitors. Sizes of these concerns range from small to large integrated
enterprises, both domestically and internationally, with no single company
dominating the various markets. The Company owns and has licensed United
States and foreign patents relating to the manufacture of most of its products,
but these are not deemed sufficient to substantially minimize competition from
other parties. It is felt that success in the marketplace is due to the
ability to compete on the basis of price, service, and product performance.
E. Raw Materials.
The principal raw materials used by the Company include steel, plastics,
electronic components, and synthetic materials, all of which are presently
available in adequate supply on the open market.
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<PAGE> 4
F. Employee Relations.
The Company employs approximately 232 people, supplemented by temporary
workers, with a minority of these employees covered by a union contract that
expires August 7, 1998. The Company considers its overall labor relations
with employees to be good.
The Company maintains profit sharing and 401-K plans for all of its
full-time employees who are not part of a bargaining unit.
G. Environmental Considerations.
The Company believes it is in compliance with all state and federal
regulations for environmental control and safety, and the related expenditures
are generally not significant.
H. Directors and Officers of the Registrant.
See Part III, Item 10 for certain information regarding officers and
directors.
Item 2. Properties.
Domestic operations are conducted at six principal facilities. Four are
owned, of which two are located in Waterford, Michigan, one is located in
Rochester Hills, Michigan and one is located in Bad Axe, Michigan. Two
locations are leased. One of the leased facilities is located in Rochester
Hills, Michigan under a lease agreement expiring in February 1999. The other
leased facility is in Wilmington, North Carolina and is leased through January
1999. International operations are conducted at a leased facility located in
Leeds, and an owned facility in Telford, England. The lease agreement for the
facility in Leeds expires in December 2009.
The plants, all of which are well maintained and in good operating
condition, contain an aggregate of approximately 219,000 square feet of floor
space. Generally, the plants have been operating on a five day a week basis
with occasional overtime.
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Item 3. Legal Proceedings.
The Company is the plaintiff in a patent infringement lawsuit. During
November of 1993, an advisory jury recommended a decision in favor of the
Company. In April of 1994, the judge concurred with the advisory jury and
ordered that the defendant be enjoined from any further manufacture, use, or
sale of the accused patented device. It was also ordered that the defendant
pay approximately $3 million in damages. During 1994, the defendant appealed
the case. A final outcome is expected to be reached in 1996. Because this
decision can be further appealed by the Defendant, the ultimate award to the
Company will be recorded in the financial statements when realized.
Additionally, any award received by the Company will be net of certain
contingent legal fees related to the lawsuit.
Item 4. Submission of Matters to a Vote for Security Holders.
No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders through solicitations of
proxies or otherwise.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The Common Stock is traded on the Over-the-Counter Market and is included
in the National Association of Securities Dealers Automated Quotation System
under the symbol TRNI. The following table sets forth the range of trade
prices as reported by the National Securities Dealers Association, Inc. for the
preceding two years:
<TABLE>
<CAPTION>
Trade Prices
-------------
High Low
---- ---
<S> <C> <C>
1995
First Quarter 1.88 1.00
Second Quarter 2.88 1.13
Third Quarter 3.00 2.13
Fourth Quarter 3.13 1.75
1994
First Quarter 1.50 1.13
Second Quarter 2.13 1.50
Third Quarter 2.06 1.63
Fourth Quarter 1.63 1.13
</TABLE>
These quotations reflect actual transactions without retail markup, markdown,
or commission.
As of December 31, 1995, there were 331 registered holders of the Common
Stock of the Registrant.
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Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
OPERATIONS 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Net Sales $24,934,101 $23,202,257 $25,571,607 $26,022,549 $23,695,468
Cost of Sales 17,109,368 16,615,601 19,691,806 19,212,190 18,559,324
Interest Expense 909,458 809,060 717,979 723,925 928,781
Gain on Sale of Property
and Plants -0- -0- -0- -0- 388,133
Income Tax Exp./(Benefit) 277,000 30,000 (65,000) 96,000 (422,000)
Earnings/(Loss) before Cum.
Effect of Change in
Accounting Method 823,733 (481,413) (588,466) 127,153 (1,242,048)
Net Earnings/(Loss) 823,733 (481,413) (488,466) 127,153 (1,242,048)
FINANCIAL CONDITION
Current Assets 13,558,083 10,818,940 12,117,324 12,282,152 10,920,026
Current Liabilities 8,235,987 5,981,338 6,880,011 7,498,979 6,304,955
Working Capital 5,322,096 4,837,602 5,237,313 4,783,173 4,615,071
Current Ratio 1.65 1.81 1.76 1.64 1.73
Net Property, Plant
and Equipment 4,106,041 4,600,485 4,864,205 4,785,493 5,216,134
Long Term Debt 4,271,314 5,318,208 5,737,887 4,697,407 4,802,979
Stockholders' Equity 5,086,374 3,991,183 4,403,428 4,883,541 5,080,024
Total Assets 18,148,039 15,995,926 17,683,476 17,631,177 16,716,908
Tangible Net Worth (a)
and Subordinated Debt 5,076,091 4,979,187 5,243,241 5,670,609 5,499,276
COMMON SHARE DATA
Earnings/(Loss) before Cum.
Effect of Change in
Accounting Method $.28 $(.16) $(.20) $.04 $(.44)
Net Earnings/(Loss) (b)
Primary $.28 $(.16) $(.17) $.04 $(.44)
Assuming Fully Diluted $.26 $(.16) $(.17) $.04 $(.44)
Book Value (c) $1.65 $1.36 $1.50 $1.67 $1.73
Average Shares Outstanding
Primary 2,952,000 2,927,000 2,927,000 2,928,500 2,821,667
Assuming Fully Diluted 3,519,000 2,927,000 2,927,000 2,928,500 2,821,667
</TABLE>
(a) Tangible net worth equals total assets less intangible assets, less
total liabilities. Subordinated debt consists of two convertible
subordinated debentures. (See Note E of notes to consolidated financial
statements.)
(b) Based on weighted average number of common shares and equivalents
outstanding.
(c) Based on shares outstanding at year end.
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<PAGE> 8
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
OPERATIONS
1995 Compared With 1994
Sales for 1995 were $24.9 million compared to $23.2 million for the
previous year. This sales increase of $1.7 million or 7.3 percent from 1994
sales levels was attributable to achieving higher sales levels of the Company's
multi-functional lighting systems for use in mass transit vehicles. Increased
bus production, as well as increased market share accounted for the improved
sales levels in 1995. Foreign operations also showed slightly improved sales
volumes over 1994. Inflationary impact on sales for 1994 and 1995 was minimal.
For the first quarter of 1996, the Company expects sales to be up from the
levels achieved for the same period last year. The increase in sales is due
primarily to a strong market for the Company's bus lighting products and to a
lesser extent, increased demand for the Company's variable message displays.
The Company's pretax income for 1995 amounted to $1,100,733 compared to a
pretax loss of $451,413 for the 1994 fiscal year. The income generated in 1995
was due to increased sales volume as well as a much improved product mix
compared to the previous year.
Cost of sales for 1995 was $17,109,368 compared to $16,615,601 for the
year before. As a percentage of sales, cost of sales decreased to 68.6 percent
in 1995, from 71.6 percent in 1994. The decrease of 3.0 percent is
attributable primarily to the discontinuation of the molded composite product
line which shipped its final production in September of 1994.
Selling, general, and administrative expenses showed a net decrease of
$191,984 for 1995 compared to 1994. This decrease approximates the one time
benefit the Company recognized in 1995, as a result of discontinuing a foreign
venture.
Interest expense increased in 1995 to $909,458 from $809,060 in 1994.
This increase of $100,398 was due to higher interest rates in 1995 and slightly
higher borrowings.
1994 Compared With 1993
Sales for 1994 were $23.2 million compared to $25.6 million for the
previous year. This sales decrease of $2.4 million, or 9.4 percent from 1993
sales levels, was attributable to the Company's subsidiaries located in
England. Their sales were depressed due to product problems associated with a
8
<PAGE> 9
component supplier as well as delivery postponements by certain customers.
Domestic sales were able to keep pace with the previous year's volumes despite
the discontinuation of the structural composite product line and the
corresponding fall off in sales of $674,000. Inflationary impact on sales for
1993 and 1994 was minimal.
For the first quarter of 1995, the Company's sales were down from the
levels achieved for the same period in the prior year. The reduction in sales
was due primarily to a softness in the capital expenditure market which reduced
sales of the Company's dust extraction equipment below the prior year's
results. Sales were further impacted by one of the major bus builders who
shipped minimal product during the quarter because of financial difficulties,
as well as certain customers being placed on credit hold. Increased sales of
the Company's information displays and bus lighting beginning in the second
quarter provided improved operating results.
During the first quarter of 1994, the Company decided to discontinue
production of its molded composite product line, which allowed the Company to
focus its financial and human resources on other profitable core endeavors.
Orders were taken through the end of February 1994 to satisfy customer needs,
and a build-out schedule was put in place. This program was in effect until
September when the last quantity of parts was shipped. All the associated
inventory, tooling, and equipment were either sold in 1994 or sufficient
reserves for the sale were set up.
The Company's pre-tax loss for 1994 amounted to $451,413 compared to a
pre-tax loss of $653,466 for the 1993 fiscal year. The 1994 loss was primarily
due to lower sales attributable entirely to the foreign operations. Domestic
sales were consistent with the prior year's, and operations showed a marginal
loss.
Cost of sales for 1994 was $16,615,601 compared to $19,691,806 for the
year before. As a percentage of sales, cost of sales decreased to 71.6 percent
in 1994, from 77.0 percent in 1993. This decrease of 5.4 percent was primarily
attributable to the discontinuation of the molded composite product line which
had a high cost-of-sales percentage.
Selling, general, and administrative expenses showed a net increase of
$267,989 for 1994 compared to 1993. This increase approximates the one time
benefit the Company recognized in 1993, as a result of revising the
apportionment factor for its Michigan Single Business Tax returns for the years
1988 through 1993. The one time benefit amounted to $215,000.
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<PAGE> 10
Interest expense increased in 1994 to $809,060 from $717,979 in 1993.
This increase of $91,081 was due to higher interest rates in 1994.
LIQUIDITY AND CAPITAL RESOURCES
As of year end 1995, the Company had $5.3 million of working capital
compared with $4.8 million at year end 1994 and $5.2 million at year end 1993.
This increase in working capital of $500,000 resulted primarily from the
Company's net income for 1995. In October of 1995 the Company retired
$700,000 of convertible debentures with funds acquired through short term
borrowings. If the Company's award of approximately $3 million in its patent
litigation is upheld on appeal, liquidity will be enhanced.
At December 31, 1995, there were no material commitments for capital
expenditures. It is expected that capital expenditures for 1996 will increase
moderately from 1995 levels. It is management's belief that cash flow from
operations and short term borrowings will be sufficient for working capital
requirements, debt service obligations, and capital expenditures for the
ensuing year.
DIVIDENDS
The Company has not paid cash dividends on its common stock for its three
most recent fiscal years, and does not anticipate that it will do so in the
foreseeable future. The Company's term loan agreement restricts the payment of
cash dividends on its common stock. See Note E to the Consolidated Financial
Statements.
Item 8. Financial Statements.
The following pages contain the Consolidated Balance Sheets as of December
31, 1995 and 1994 and the related Consolidated Statement of Operations,
Stockholders' Equity and Cash Flows for each of the years in the three year
period ended December 31, 1995, including the reports of the Company's
independent certified public accountants.
10
<PAGE> 11
CONSOLIDATED FINANCIAL STATEMENTS
AND
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
DECEMBER 31, 1995, 1994 AND 1993
11
<PAGE> 12
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Reports of Independent Certified Public Accountants .. 13
FINANCIAL STATEMENTS
Consolidated Balance Sheets ......................... 15
Consolidated Statements of Operations ............... 17
Consolidated Statements of Stockholders' Equity ..... 19
Consolidated Statements of Cash Flows ............... 20
Notes to Consolidated Financial Statements .......... 21
</TABLE>
12
<PAGE> 13
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Trans-Industries, Inc.
We have audited the accompanying consolidated balance sheets of
Trans-Industries, Inc. (a Delaware corporation) and Subsidiaries as of December
31, 1995 and 1994 and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to above,
present fairly, in all material respects, the consolidated financial position
of Trans-Industries, Inc. and Subsidiaries as of December 31, 1995 and 1994,
and the consolidated results of their operations and their consolidated cash
flows for the years then ended, in conformity with generally accepted
accounting principles.
Grant Thornton LLP
Detroit, Michigan
February 9, 1996
13
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Independent Auditors' Report
The Stockholders and Board of Directors
Trans-Industries, Inc.:
We have audited the consolidated statements of operations, stockholders'
equity, and cash flows of Trans-Industries, Inc. and subsidiaries for the year
ended December 31, 1993. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above,
present fairly, in all material respects, the results of operations and cash
flows of Trans-Industries, Inc. and subsidiaries for the year ended December
31, 1993 in conformity with generally accepted accounting principles.
As discussed in notes B and G to the consolidated financial statements, the
Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes, in 1993.
KPMG Peat Marwick LLP
Detroit, Michigan
April 8, 1994
14
<PAGE> 15
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
ASSETS 1995 1994
---- ----
<S> <C> <C>
CURRENT ASSETS
Cash $ 109,123 $ 27,739
Accounts receivable, less allowance for doubtful
accounts of $137,000 in 1995 and $129,000
in 1994 6,846,677 5,367,133
Inventories (Note C) 5,974,417 4,817,825
Deferred income taxes (Note G) 316,000 320,000
Prepaid expenses and other current assets 311,866 286,243
----------- -----------
Total Current Assets 13,558,083 10,818,940
PROPERTY AND EQUIPMENT - AT COST
Land 382,519 382,519
Land improvements 126,660 126,660
Buildings 5,298,437 5,272,324
Machinery and equipment 6,056,769 6,828,160
----------- -----------
11,864,385 12,609,663
Less accumulated depreciation 7,758,344 8,009,178
----------- -----------
Net property and equipment 4,106,041 4,600,485
----------- -----------
Excess of cost over net assets acquired net of
accumulated amortization of $1,069,704 in
1995 and $1,025,133 in 1994 267,425 311,996
Other assets 216,490 264,505
----------- -----------
$18,148,039 $15,995,926
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
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TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
LIABILITIES AND EQUITY 1995 1994
---- ----
<S> <C> <C>
CURRENT LIABILITIES
Note payable to bank (Note E) $ 2,981,788 $ 2,389,367
Current maturities of long-term debt (Note E) 680,233 368,544
Current maturities of obligations under capital lease
(Note F) - 19,803
Accounts payable 3,101,956 2,435,110
Income taxes payable (Note G) 423,000 -
Accrued liabilities 1,049,010 768,514
----------- -----------
Total Current Liabilities 8,235,987 5,981,338
Long-term debt, excluding current maturities (Note E) 4,271,314 5,318,208
Deferred income taxes (Note G) 223,000 373,000
Other liabilities 331,364 332,197
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY (NOTE E)
Preferred stock of $1 par value per share, authorized
500,000 shares; none issued - -
Common stock of $0.10 par value per share, authorized
10,000,000 shares; issued 3,100,000 and 2,950,000
shares in 1995 and 1994, respectively; 3,077,000
and 2,927,000 shares outstanding in 1995 and 1994,
respectively 310,000 295,000
Treasury stock (2,300) (2,300)
Additional paid-in capital 4,081,546 3,796,546
Retained earnings 838,926 15,193
Foreign currency translation adjustment (141,798) (113,256)
----------- -----------
Total stockholders' equity 5,086,374 3,991,183
----------- -----------
$18,148,039 $15,995,926
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
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TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net sales $24,934,101 $23,202,257 $25,571,607
Cost of goods sold 17,109,368 16,615,601 19,691,806
----------- ----------- -----------
Gross profit 7,824,733 6,586,656 5,879,801
Selling, general and administrative expense 5,937,896 6,129,880 5,861,891
----------- ----------- -----------
Operating income 1,886,837 456,776 17,910
Other expense (income), net (Note D)
Interest expense 909,458 809,060 717,979
Other (123,354) 99,129 (46,603)
----------- ----------- -----------
786,104 908,189 671,376
----------- ----------- -----------
Earnings (loss) before income
taxes and cumulative effect of
change in accounting principle 1,100,733 (451,413) (653,466)
Income tax expense (benefit) (Note G) 277,000 30,000 (65,000)
----------- ----------- -----------
Earnings (loss) before cumulative
effect of change in accounting
principle 823,733 (481,413) (588,466)
Cumulative effect, at January 1, 1993, of
change in accounting for income taxes - - 100,000
----------- ----------- -----------
Net earnings (loss) $ 823,733 $ (481,413) $ (488,466)
=========== =========== ============
Earnings per share (Note B):
Primary:
Earnings (loss) before cumulative effect
of change in accounting principle $ .28 $ (.16) $ (.20)
Cumulative effect, at January 1, 1993,
of change in accounting for income
taxes (Note G) - - .03
----------- ----------- -----------
Net earnings (loss) per common
share $ .28 $ (.16) $ (.17)
============ ============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
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<PAGE> 18
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Assuming full dilution:
Earnings (loss) before cumulative effect
of change in accounting principle $ .26 $ (.16) $ (.20)
Cumulative effect at January 1, 1993, of
change in accounting for income taxes
(Note G) - - .03
---------- ---------- ----------
Net earnings (loss) $ .26 $ (.16) $ (.17)
========== ========== ==========
Weighted average number of common
shares outstanding:
Primary 2,952,000 2,927,000 2,927,000
Assuming full dilution 3,519,000 2,927,000 2,927,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
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TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
FOREIGN
ADDITIONAL CURRENCY
COMMON TREASURY PAID-IN RETAINED TRANSLATION
STOCK STOCK CAPITAL EARNINGS ADJUSTMENT TOTAL
-------- -------- -------- -------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992 $295,000 $(2,300) $3,796,546 $985,072 $(190,777) $4,883,541
Net loss - - - (488,466) - (488,466)
Foreign currency translation adjustment - - - - 8,353 8,353
-------- ------- ---------- -------- ---------- ----------
Balance at December 31, 1993 295,000 (2,300) 3,796,546 496,606 (182,424) 4,403,428
Net loss - - - (481,413) - (481,413)
Foreign currency translation adjustment - - - - 69,168 69,168
-------- ------- ---------- -------- ---------- ----------
Balance at December 31, 1994 295,000 (2,300) 3,796,546 15,193 (113,256) 3,991,183
Issuance of 150,000 shares of common
stock (Note E) 15,000 - 285,000 - - 300,000
Net earnings - - - 823,733 - 823,733
Foreign currency translation adjustment - - - - (28,542) (28,542)
-------- ------- ---------- -------- ---------- ----------
Balance at December 31, 1995 $310,000 $(2,300) $4,081,546 $838,926 $(141,798) $5,086,374
======== ======= ========== ======== ========= ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
19
<PAGE> 20
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net earnings (loss) $ 823,733 $(481,413) $(488,466)
Adjustments to reconcile net earnings (loss) to net
cash provided by operations:
Cumulative effect of change in accounting principle - - (100,000)
Depreciation of property and equipment 662,253 724,662 750,158
Amortization of intangible assets 44,571 62,068 88,602
Loss on sale of property and equipment 23,797 129,566 4,085
Deferred income tax (benefit) expense (146,000) 19,000 23,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (1,479,544) 931,222 (598,172)
(Increase) decrease in inventories (1,156,592) 87,288 1,004,945
Increase (decrease) in accounts payable 666,846 (551,551) (35,507)
Increase (decrease) in other 725,055 182,907 (562,018)
------------ --------- ----------
Net cash provided by operating activities 164,119 1,103,749 86,627
INVESTING ACTIVITIES
Purchases of property and equipment (278,456) (658,208) (843,985)
Proceeds from sale of property and equipment 86,850 102,700 11,030
------------ --------- ----------
Net cash used by investing activities (191,606) (555,508) (832,955)
FINANCING ACTIVITIES
Proceeds from long-term borrowings 513,377 4,152,624 1,430,041
Repayments of long-term borrowings (948,582) (4,564,776) (345,155)
Repayments of obligations under capital leases (19,803) (23,569) (37,783)
Net proceeds (repayments) on line of credit 592,421 (274,892) (268,430)
------------ --------- ----------
Net cash provided (used) by financing activities 137,413 (710,613) 778,673
Effect of foreign currency exchange rate changes (28,542) 69,168 8,353
------------ --------- ----------
Net increase (decrease) in cash 81,384 (93,204) 40,698
Cash at beginning of year 27,739 120,943 80,245
------------ --------- ----------
Cash at end of year $ 109,123 $ 27,739 $ 120,943
============ ========= ==========
SUPPLEMENTAL DISCLOSURES
Interest paid $ 918,576 $ 802,508 $ 714,416
Income taxes (refunded) paid, net (93,000) 70,000 25,000
</TABLE>
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING ACTIVITIES
During 1995, the deferred compensation plan sponsored by the Company (the Plan)
acquired $300,000 of the Company's convertible subordinated debentures held by
Figgie International, Inc. The Plan exercised its conversion privileges and
the Company issued 150,000 shares of its common stock and retired the debt.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
20
<PAGE> 21
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
NOTE A - NATURE OF OPERATIONS
The Company is a multinational manufacturer of lighting and information display
systems. The principal markets for its products are the United States, the
United Kingdom and Canada. Sales volume is significantly affected by state and
municipal government spending for mass transit, highway systems and airports.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the parent
company and its wholly owned subsidiaries (the Company). All significant
intercompany balances and transactions have been eliminated in consolidation.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market
(net realizable value).
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is provided using
straight line and accelerated methods over the estimated useful lives of the
assets which range from 10-40 years for buildings and 3-10 years for machinery
and equipment.
INTANGIBLE ASSETS
The excess of the cost of the investment in a wholly owned subsidiary
(Transign, Inc.) over the equity in underlying net assets at the date of
acquisition is being amortized over 30 years.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign subsidiaries are translated principally at
year-end exchange rates. Income and expense accounts are converted using the
average exchange rate prevailing throughout the period. The gains and losses
resulting from the translation of these accounts are reported as a separate
component of stockholders' equity.
RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred. Research and
development costs approximated $438,000, $438,000 and $354,000 for the years
ended December 31, 1995, 1994 and 1993, respectively.
INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, and reported the
cumulative effect of that change in the method of accounting for income taxes
in the 1993 consolidated statement of operations.
21
<PAGE> 22
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Under the asset and liability method mandated by Statement 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and the effects
of operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period
that includes enactment date.
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share are based on the weighted average number of shares of
common stock outstanding during each year. When issued, the convertible
subordinated debentures were determined not to be common stock equivalents. In
computing fully diluted earnings (loss) per share for 1994 and 1993, the
conversion of the subordinated debentures was not assumed, as the effect would
have been anti-dilutive. Fully diluted earnings per share for 1995 are
computed based on the weighted average number of shares of common stock and
common stock equivalents outstanding during the period as if the subordinated
debentures were converted into common stock at the beginning of the period
after giving effect to the retroactive elimination of interest expense, net of
income tax effects, applicable to the subordinated debentures.
USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reporting period. Actual results could
differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of financial instruments approximate their fair values.
NEW PRONOUNCEMENT
In March 1995, the Financial Accounting Standards Board issued "Statement of
Financial Accounting Standards No. 121 - Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of." This statement
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles and goodwill related to those assets to be
held and used, and for long-lived assets and certain identifiable intangibles
to be disposed of. The statement is effective for the year ended December 31,
1996. Management does not believe the adoption of this standard will have a
material effect on the consolidated financial statements.
22
<PAGE> 23
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
NOTE C - INVENTORIES
The major components of inventories at December 31 are:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Raw materials and purchased parts $3,860,239 $2,843,470
Work in process 513,525 768,064
Finished goods 1,600,653 1,206,291
---------- ----------
$5,974,417 $4,817,825
========== ==========
</TABLE>
NOTE D - TRANSACTIONS WITH AFFILIATE
In late 1992, an Australian affiliate of the Company commenced operations that
consisted primarily of the manufacture and installation of variable message
signs for highway, airport, transit and commercial use.
Advances receivable and net investment in this fifty percent-owned affiliate
which was accounted for under the equity method, amounted to $147,000 at
December 31, 1993.
Summarized financial information for this affiliate for the year ended December
31, 1993 follow:
<TABLE>
<S> <C>
Net sales $407,785
Net loss (63,734)
Current assets 169,276
Noncurrent assets 2,810
Total liabilities 234,441
Stockholders' deficit (62,355)
</TABLE>
During 1994, the Company acquired the remaining fifty percent of this company
for nominal consideration, and included its operations in the consolidated
financial statements.
In 1995, the Company sold this affiliate and recognized a gain net of income
taxes, of approximately $50,000.
NOTE E - LINE OF CREDIT AND LONG-TERM DEBT
The Company has a secured line of credit facility with a bank, which allows it
to borrow based on qualifying accounts receivable and inventory up to
$5,500,000. At December 31, 1995, the outstanding balance was $2,981,788.
Interest is payable monthly at 1.25 percent over the bank's prime lending rate.
(Effective rate of 9.75% at December 31, 1995.)
23
<PAGE> 24
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
NOTE E - LINE OF CREDIT AND LONG-TERM DEBT (CONTINUED)
Long-term debt at December 31 consisted of the following:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Term note, payable in monthly installments of $39,250,
including interest at 1.25% above the bank's prime
lending rate with a balloon payment of $3,228,259 on
October 1, 1999. The note is secured by substantially
all the assets of Trans-Industries, Inc., and
subsidiaries. $3,746,830 $3,830,831
Convertible subordinated debentures, payable in annual
installments (commencing October 30, 1995) of $142,857
plus interest at 10%. Interest only is payable
semiannually through October 30, 1995. The debentures
were retired in October 1995. - 1,000,000
Convertible subordinated debentures, payable in annual
installments (commencing December 30, 1995) of $42,858
plus interest at 10%. Interest only was payable
quarterly through December 30, 1995. The debentures
are due December 30, 2001. 257,142 300,000
Mortgage note payable in monthly installments of $890
plus interest at 9.99%. The mortgage is collateralized
by certain property and is due August 9, 2003. 206,395 227,011
Term note, payable in monthly installments of $3,229,
including interest at 1.25% above the bank's prime
lending rate. The note is due January 1, 1999. 116,252 155,000
Term note, payable in monthly installments of $896,
including interest at a rate of 6%. The note is due
January 21, 2002. 121,811 125,000
Term note, payable in monthly installments of $41,667,
including interest at 1.25% above the bank's prime
lending rate. The note is due November 1, 1996.
458,333 -
Other 44,784 48,910
---------- ----------
4,951,547 5,686,752
Less current maturities 680,233 368,544
---------- ----------
Long-term debt $4,271,314 $5,318,208
========== ==========
</TABLE>
24
<PAGE> 25
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
NOTE E - LINE OF CREDIT AND LONG-TERM DEBT (CONTINUED)
The $1,000,000 convertible subordinated debentures were held by Figgie
International, Inc. for which the Company's chief executive officer was a
member of the Board of Directors. In October 1995, these debentures were
retired by the Company's repayment of $700,000 and the purchase by the deferred
compensation plan sponsored by the Company of $300,000 in principal amount.
Concurrently, the Plan exercised its option to convert the debentures into
150,000 shares of the Company's common stock. The $257,142 convertible
subordinated debentures are held by the Gerald J. Murphy charitable trust,
Kirksville College of Osteopathic Medicine, trustee. Dr. Murphy is a member of
the board of directors of Trans-Industries, Inc. These subordinated debentures
are convertible into common shares at any time at a conversion price of $2 per
share (or as adjusted, as defined in the debenture agreement).
The aggregate maturities of long-term debt by year are as follows:
<TABLE>
<S> <C>
1996 $ 680,233
1997 222,795
1998 229,742
1999 3,487,323
2000 64,097
Thereafter 267,357
----------
$4,951,547
==========
</TABLE>
The term loan and line of credit agreements, as amended, require the Company to
maintain certain financial ratios. The agreements also restrict the payment of
dividends, repurchase of common stock, and acquisition of fixed assets.
NOTE F - LEASES
The Company leases facilities and equipment under operating leases with
unexpired terms ranging from one to five years. Rent expense for all operating
leases approximated $331,000, $325,000, and $321,000 for 1995, 1994 and 1993,
respectively. Future minimum rentals required under noncancelable lease
agreements are not material.
NOTE G - INCOME TAXES
As discussed in Note A, the Company adopted Statement 109 as of January 1,
1993. The cumulative effect of this change in accounting for income taxes of
$100,000 was determined as of January 1, 1993, and is reported separately in
the consolidated statement of operations for the year ended December 31, 1993.
25
<PAGE> 26
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
NOTE G - INCOME TAXES (CONTINUED)
The components of earnings (loss) before income taxes were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Domestic $1,094,188 $ (95,496) $(274,408)
Foreign 6,545 (355,917) (379,058)
---------- --------- ---------
$1,100,733 $(451,413) $(653,466)
========== ========= =========
</TABLE>
Income taxes have been charged (credited) to operations as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Current:
Federal $ 423,000 $ (7,000) $ (89,000)
Foreign - 18,000 1,000
---------- --------- ---------
423,000 11,000 (88,000)
Deferred:
Federal (146,000) 19,000 23,000
Foreign - (126,000) (116,000)
Increase in valuation allowance for
deferred tax assets - 126,000 116,000
---------- --------- ---------
(146,000) 19,000 23,000
---------- --------- ---------
Total income tax expense
(benefit) $ 277,000 $ 30,000 $ (65,000)
========== ========= =========
</TABLE>
A reconciliation of actual income tax (benefit) expense to the expected amounts
computed by applying the effective U.S. federal income tax rate of 34 percent
to earnings or losses before income taxes is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Expected income tax (benefit) expense $374,000 $(159,000) $(222,000)
Goodwill amortization not deductible
for income tax purposes 15,000 15,000 15,000
Loss (income) of foreign subsidiaries
without tax effect (2,000) 139,000 129,000
Foreign subsidiaries tax (benefit) expense (80,000) 18,000 -
Other items, net (30,000) 17,000 13,000
-------- --------- --------
Actual income tax (benefit)
expense $277,000 $ 30,000 $ (65,000)
======== ========= =========
</TABLE>
26
<PAGE> 27
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
NOTE G - INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant deferred
tax assets and liabilities at December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
DEFERRED DEFERRED
TAX TAX
YEAR ENDED DECEMBER 31, 1995 ASSETS LIABILITIES
---------------------------------------------- -------- -----------
<S> <C> <C>
Plant and equipment, principally depreciation $ - $224,000
Inventory valuation allowance 189,000 -
Accrued expenses, deductible when paid 232,000 -
Foreign tax loss carryforwards 535,000 -
Other items 7,000 111,000
---------- --------
963,000 335,000
Less valuation allowance on deferred tax assets (535,000) -
---------- --------
$ 428,000 $335,000
========== ========
<CAPTION>
DEFERRED DEFERRED
TAX TAX
YEAR ENDED DECEMBER 31, 1994 ASSETS LIABILITIES
---------------------------------------------- -------- -----------
<S> <C> <C>
Plant and equipment, principally depreciation $ - $404,000
Inventory valuation allowance 188,000 -
Accrued expenses, deductible when paid 275,000 -
Foreign tax loss carryforwards 601,000 -
Other items 33,000 145,000
---------- --------
1,097,000 549,000
Less valuation allowance on deferred tax assets (601,000) -
---------- --------
$ 496,000 $549,000
========== ========
</TABLE>
The Company has a foreign tax net operating loss carryforward of approximately
$1,600,000 at December 31, 1995. A valuation allowance of $535,000 has been
recognized to reduce the deferred tax assets principally due to the uncertainty
of realizing the benefit of the tax loss carryforward. The valuation allowance
decreased by $66,000 in 1995 and increased by $126,000 in 1994.
NOTE H - EMPLOYEE BENEFIT PLANS
The Company has a Voluntary Employee Benefit Trust (Plan) designed to provide
for the payment or reimbursement of all or a portion of certain medical and
dental expenses to eligible participants. Eligible participants include active
full-time employees of the Company and their dependents. Eligible terminated
and retired employees may continue to participate in the Plan, on a
contributory basis, for up to 18 months subsequent to the date of termination
or retirement. The provision for Company contributions to the Plan
approximated $402,000, $462,000 and $507,000 for the years ended December 31,
1995, 1994 and 1993, respectively.
27
<PAGE> 28
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
NOTE H - EMPLOYEE BENEFIT PLANS (CONTINUED)
The Company has a deferred compensation plan for all employees who are not part
of a bargaining unit. Company contributions are voluntary and are established
as a percentage of each participant's base salary. Company contributions to
the Plan were $225,000, $23,000 and $29,000 for 1995, 1994 and 1993,
respectively.
NOTE I - CONCENTRATION OF CREDIT RISK AND GEOGRAPHIC SEGMENT INFORMATION
The Company has two major customers which account for 10 percent or more of
consolidated net sales. Sales to these major customers amounted to $4,100,000,
$5,300,000 and $3,300,000 for the years ended December 31, 1995, 1994 and 1993,
respectively. Additionally, sales to foreign customers (primarily in the
United Kingdom and Canada) amounted to 23 percent of consolidated net sales in
1995 and 30 percent in 1994. Total accounts receivable from foreign customers
approximated $1,800,000 and $1,500,000 at December 31, 1995 and 1994,
respectively.
Financial information summarized by geographic area is as follows:
<TABLE>
<CAPTION>
UNITED UNITED
STATES KINGDOM ELIMINATIONS CONSOLIDATION
------ ------- ------------ -------------
<S> <C> <C> <C> <C>
December 31, 1995
Sales and revenue
To Unaffiliated customers $22,077,083 $2,857,018 $ - $24,934,101
Transfers between
geographic areas - 389,866 (389,866) -
----------- ---------- ------------ -----------
Total sales revenue 22,077,083 3,246,884 (389,866) 24,934,101
Operating income before
income taxes 1,094,188 6,545 - 1,100,733
Identifiable assets 22,807,219 4,472,097 (9,099,277) 18,180,039
December 31, 1994
Sales and revenue
to Unaffiliated customers $20,625,529 $2,576,728 $ - $23,202,257
Transfers between
geographic areas - 65,644 (65,644) -
----------- ---------- ------------ -----------
Total sales revenue 20,625,529 2,642,372 (65,644) 23,202,257
Operating loss before
income taxes (95,496) (355,917) - (451,413)
Identifiable assets 21,900,957 2,593,166 (8,498,197) 15,995,926
</TABLE>
28
<PAGE> 29
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
NOTE I - CONCENTRATION OF CREDIT RISK AND GEOGRAPHIC SEGMENT INFORMATION
(CONTINUED)
<TABLE>
<CAPTION>
UNITED UNITED
STATES KINGDOM ELIMINATIONS CONSOLIDATION
------ ------- ------------ -------------
<S> <C> <C> <C> <C>
December 31, 1993
Sales and revenue
to Unaffiliated customers $20,838,387 $4,733,220 $ - $25,571,607
Transfers between
geographic areas - 180,601 (180,601) -
__________ _________ _________ __________
Total sales revenue 20,838,387 4,913,821 (180,601) 25,571,607
Operating loss before income
taxes (274,408) (379,058) - (653,466)
Identifiable assets 23,100,543 2,833,064 (8,250,131) 17,683,976
</TABLE>
NOTE J - CONTINGENCIES
The Company is a plaintiff in a patent infringement lawsuit. During November
1993, an advisory jury recommended a decision in favor of the Company. On
April 8, 1994, the judge concurred with the advisory jury's recommendation and
awarded the Company approximately $3,000,000 in damages. During 1994, the
defendant appealed the case based on the lower court's interpretation of the
law. A final outcome is expected to be reached in 1996. Because this decision
can be further appealed by the defendant, the ultimate award to the Company
will be recorded in the financial statements when realized. Additionally, any
award received by the Company will be net of certain contingent legal fees
related to the lawsuit.
29
<PAGE> 30
Item 9. Disagreements on Accounting and Financial Disclosure.
(a) On April 14, 1994 the Board of Directors of the Company, upon
recommendation of the Audit Committee, dismissed, for cost considerations, KPMG
Peat Marwick LLP as its principal accountants for the 1994 fiscal year. KPMG
Peat Marwick's reports on the Company's consolidated financial statements as of
and for each of the years ended December 31, 1993 and 1992 were unqualified.
During these years, there were no disagreements with KPMG Peat Marwick LLP on
any matter of accounting principles or practices, financial statement
disclosures, or auditing scope or procedure or any reportable events.
Grant Thornton LLP, Southfield, Michigan, was selected and approved
by the Board of Directors, and ratified by the Company's shareholders, as the
Company's independent public accountants.
(b) There have been no disagreements with the auditors on matters of
accounting and financial disclosure.
30
<PAGE> 31
PART III
Item 10. Directors and Executive Officers of the Registrant.
<TABLE>
<CAPTION>
Name of Director (a)
or Officer (b) Age Office Held and/or Principal Occupation Term Expires
- -------------------- --- --------------------------------------- ------------
<S> <C> <C> <C>
Dale S. Coenen (a) 67 Chairman of the Board and President May 1996
and (b) since 1972.
Duncan Miller (a) 71 Director since 1967, Investment May 1996
Counselor.
Gerald J. Murphy (a) 78 Director since 1971, private investor. May 1996
Matthew M. Wirgau (a) 44 Director since 1992, President - May 1996
Johnson, Johnson & Roy, Inc.
Robert J. Ruben (b) 72 Secretary since 1967. May 1996
Kai R. Kosanke (b) 45 Vice-President since January 1987 May 1996
Controller - 1983 thru 1987
Accounting Manager - 1981 thru 1983.
Paul Clemo (b) 35 Assistant Secretary since May 1991 May 1996
Assistant Treasurer since May 1991.
</TABLE>
The Company's directors and executive committee's fees for 1995 were as
follows: Dale S. Coenen, $25,000.00; Duncan Miller, $25,000.00; Gerald J.
Murphy, $25,000.00; and Matthew M. Wirgau, $25,000.00.
Mr. Miller is a director of W. R. Berkley Corp.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.
The information called for by Part III (Items 11, 12, and 13, and
additional information regarding Item 10), is incorporated by reference from
the Registrant's definitive proxy statement in connection with its Annual
Meeting of Shareholders to be held on May 22, 1996, which Proxy Statement will
be filed pursuant to Regulation 14A.
31
<PAGE> 32
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1, 2. Consolidated Financial Statements for Trans-Industries, Inc.
and Subsidiaries for years ended December 31, 1995, 1994, and 1993
are filed under Part II, Item 8.
3. Exhibits:
Exhibit 3 (a) Restated Certificate of Incorporation incorporated
herein by reference to Form 8 filed May 17, 1982.
Exhibit 13 (b) Form 10-Q for quarter ended September 30, 1995,
filed with the Securities and Exchange Commission on November 14,
1995 incorporated herein by reference.
Exhibit 22 List of Subsidiaries (see page 35).
(b) No reports on Form 8-K for the three months ended December 31, 1995
were required to be filed.
32
<PAGE> 33
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
TRANS-INDUSTRIES, INC.
Date: ___________________ _________________________________________
Dale S. Coenen
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons, which include the
President, the Chief Financial Officer, the Assistant Treasurer, and a majority
of the Board of Directors on behalf of the Registrant and in the capacities and
on the dates indicated:
____________________________ President ____________________
(Dale S. Coenen)
___________________________ Vice-President ____________________
(Kai Kosanke) and Chief Financial Officer
___________________________ Assistant Treasurer ____________________
(Paul Clemo)
___________________________ Director ____________________
(Matthew M. Wirgau)
___________________________ Director ____________________
(Duncan Miller)
33
<PAGE> 34
Exhibit Index
Exhibit
Number Description
- ------- ----------
21 List of Subsidiaries
27 Financial Data Schedule
34
<PAGE> 1
Exhibit 21. List of Subsidiaries
State or Other
Name and Address Jurisdiction
---------------- --------------
Transign, Inc. Michigan
3777 Airport Road
Waterford, Michigan 48329
Transmatic, Inc. Delaware
6145 Delfield Ind. Park Drive
Waterford, Michigan 48329
Transmatic Europe, Ltd. United Kingdom
(A Subsidiary of Transmatic, Inc.)
B 3 Hortonwood 10
Telford, Shropshire
TF1 4ES England
Vultron, Inc. Delaware
2600 Bond Street
Rochester Hills, Michigan 48309
Vultron International, Ltd. United Kingdom
(A Subsidiary of Vultron, Inc.)
City Park Industrial Estate
Gelderd Road
Leeds
LS12 6DR England
35
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000099102
<NAME> TRANS-INDUSTRIES. INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 109,123
<SECURITIES> 0
<RECEIVABLES> 6,983,677
<ALLOWANCES> 137,000
<INVENTORY> 5,974,417
<CURRENT-ASSETS> 13,558,083
<PP&E> 11,864,385
<DEPRECIATION> 7,758,344
<TOTAL-ASSETS> 18,148,039
<CURRENT-LIABILITIES> 8,235,987
<BONDS> 4,602,678
0
0
<COMMON> 310,000
<OTHER-SE> 4,776,374
<TOTAL-LIABILITY-AND-EQUITY> 18,148,039
<SALES> 24,934,101
<TOTAL-REVENUES> 25,057,455
<CGS> 17,109,368
<TOTAL-COSTS> 5,937,896
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