<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, 1996 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 28, 1997, 3,072,000 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 $6,400,538.
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 14, 1997,
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 one major customer, Nova Bus Corp., which accounted
for over 10 percent of consolidated annual sales. Although Nova Bus Corp. is a
highly valued customer, 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, 1997, the Company's backlog was $10,748,200,
compared with $8,641,900 and approximately $5,762,600 for the same dates in
1996 and 1995, 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.
2
<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 F and H 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 $587,000, $438,000, and $438,000 were spent on research and
development during the years ended December 31, 1996, 1995, and 1994,
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.
3
<PAGE> 4
F. Employee Relations.
The Company employs approximately 272 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.
The Company adopted a stock option plan, in 1996, for officers, directors,
and key employees of the Company and its subsidiaries. (See Note G to the
financials)
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.
4
<PAGE> 5
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 1997. 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.
5
<PAGE> 6
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:
Trade Prices
----------------------
High Low
---- ----
1996
First Quarter 5.13 2.88
Second Quarter 8.13 4.75
Third Quarter 7.50 4.63
Fourth Quarter 5.50 4.63
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
These quotations reflect actual transactions without retail markup, markdown,
or commission.
As of December 31, 1996, there were 303 registered holders of the Common
Stock of the Registrant.
6
<PAGE> 7
Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
OPERATIONS 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Net Sales $29,919,604 $24,934,101 $23,202,257 $25,571,607 $26,022,549
Cost of Sales 19,007,311 17,109,368 16,615,601 19,691,806 19,212,190
Interest Expense 782,684 909,458 809,060 717,979 723,925
Income Tax Exp./(Benefit) 851,000 277,000 30,000 (65,000) 96,000
Earnings/(Loss) before Cum.
Effect of Change in
Accounting Method 1,722,758 823,733 (481,413) (588,466) 127,153
Net Earnings/(Loss) 1,722,758 823,733 (481,413) (488,466) 127,153
FINANCIAL CONDITION
Current Assets 13,369,606 13,558,083 10,818,940 12,117,324 12,282,152
Current Liabilities 7,164,283 8,235,987 5,981,338 6,880,011 7,498,979
Working Capital 6,205,323 5,322,096 4,837,602 5,237,313 4,783,173
Current Ratio 1.87 1.65 1.81 1.76 1.64
Net Property, Plant
and Equipment 4,520,969 4,106,041 4,600,485 4,864,205 4,785,493
Long Term Debt 3,992,566 4,271,314 5,318,208 5,737,887 4,697,407
Stockholders' Equity 6,921,771 5,086,374 3,991,183 4,403,428 4,883,541
Total Assets 18,515,167 18,148,039 15,995,926 17,683,476 17,631,177
Tangible Net Worth (a)
and Subordinated Debt 6,663,201 5,076,091 4,979,187 5,243,241 5,670,609
COMMON SHARE DATA
Earnings/(Loss) before Cum.
Effect of Change in
Accounting Method $ .56 $ .28 $(.16) $(.20) $ .04
Net Earnings/(Loss) (b)
Primary $ .56 $ .28 $(.16) $(.17) $ .04
Assuming Fully Diluted $ .54 $ .26 $(.16) $(.17) $ .04
Book Value (c) $2.25 $1.65 $1.36 $1.50 $1.67
Average Shares Outstanding
Primary 3,075,000 2,952,000 2,927,000 2,927,000 2,928,500
Assuming Fully Diluted 3,203,000 3,519,000 2,927,000 2,927,000 2,928,500
</TABLE>
(a) Tangible net worth equals total assets less intangible assets, less
total liabilities. Subordinated debt consists of two convertible
subordinated debentures. (See Note D 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.
7
<PAGE> 8
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
OPERATIONS
1996 Compared With 1995
Sales for 1996 were $29.9 million compared to $24.9 million for the
previous year. This sales increase of $5.0 million, or 20.1 percent from 1995
sales levels, was attributable to continued growth in sales of the Company's
multi-functional lighting systems used in mass transit vehicles. Additionally,
the Company enjoyed a substantial increase in the sale of its electronic
destination signs. 1996 sales of this product to the mass transit market
doubled over the 1995 sales level. Increased bus production, as well as
increased market share, accounted for the improved sales levels in 1996.
Inflationary impact on sales for 1995 and 1996 was minimal.
For the first quarter of 1997, 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 its
variable message displays.
The Company's pretax income for 1996 amounted to $2,573,758 compared to
$1,100,733 of pretax income for the 1995 fiscal year. This increase of
$1,473,025, or 134 percent, is primarily attributable to increased sales
volume.
Cost of sales for 1996 was $19,007,311 compared to $17,109,368 for the
year before. As a percentage of sales, cost of sales decreased to 63.5 percent
in 1996, from 68.6 percent in 1995. The decrease of 5.1 percent is
attributable primarily to the increased sales volume in 1996.
Selling, general, and administrative expenses increased to $7,654,370 in
1996, from $5,937,896 in 1995. This increase of $1,716,474 was not isolated in
any specific area of operations, rather it was made up of many varied
expenditures relating to increased sales volume. A majority of the increase
can be isolated to these areas: (1) Bad debt expense increased approximately
$394,000 over 1995 levels. This was primarily the result of a major U.S. bus
builder declaring bankruptcy in 1996. The Company believes its possibility of
ever collecting is nil, therefore the entire receivable was written off. (2)
Increased sales and marketing efforts, though quite effective, accounted for
approximately $236,000 of increased expenditures over 1995. (3) The Company
also recorded increases in its incentive pay, professional fees, and research
and development expenses of approximately $239,000, $135,000, and $149,000,
respectively.
8
<PAGE> 9
Interest expense decreased in 1996 to $782,684 from $909,458. This
decrease of $126,774 was primarily due to lower borrowings in 1996.
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's sales were up from the levels
achieved for the same period last year. The increase in sales was 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 was 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.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
As of year end 1996, the Company had $6.2 million of working capital
compared with $5.3 million at year end 1995 and $4.8 million at year end 1994.
This increase in working capital of $900,000 resulted from the Company's
increased profitability and utilization of assets. In October of 1995 the
Company retired $700,000 of convertible debentures with funds acquired through
short term borrowings, which were repaid in 1996. If the Company's award of
approximately $3 million in its patent litigation is upheld on appeal,
liquidity will be enhanced.
At December 31, 1996, there were no material commitments for capital
expenditures. It is expected that capital expenditures for 1997 will come in
at a slightly lower level then recorded in 1996. 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 D to the Consolidated Financial
Statements.
Item 8. Financial Statements.
The following pages contain the Consolidated Balance Sheets as of December
31, 1996 and 1995 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, 1996, 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, 1996, 1995 AND 1994
11
<PAGE> 12
CONTENTS
PAGE
Report of Independent Certified Public Accountants ......... 13
FINANCIAL STATEMENTS
Consolidated Balance Sheets .............................. 14
Consolidated Statements of Operations .................... 16
Consolidated Statements of Stockholders' Equity .......... 17
Consolidated Statements of Cash Flows .................... 18
Notes to Consolidated Financial Statements ............... 19
SUPPLEMENTAL INFORMATION
Schedule II - Valuation and Qualifying Accounts........... 29
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, 1996 and 1995 and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1996. 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, 1996 and 1995,
and the consolidated results of their operations and their consolidated cash
flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
We have also audited Schedule II for each of the three years in the period
ended December 31, 1996. In our opinion, this schedule presents fairly, in all
material respects, the information required to be set forth therein.
Grant Thornton LLP
Detroit, Michigan
February 4, 1997
13
<PAGE> 14
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
ASSETS 1996 1995
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 358,764 $ 109,123
Accounts receivable, less allowance for doubtful
accounts of $109,000 in 1996 and $137,000
in 1995 6,195,865 6,846,677
Inventories (Note C) 6,162,592 5,974,417
Deferred income taxes (Note F) 373,000 316,000
Prepaid expenses and other current assets 279,385 311,866
----------- -----------
Total Current Assets 13,369,606 13,558,083
PROPERTY AND EQUIPMENT - AT COST (NOTES B AND D)
Land 370,814 382,519
Land improvements 126,660 126,660
Buildings 5,234,892 5,298,437
Machinery and equipment 6,582,016 6,056,769
----------- -----------
12,314,382 11,864,385
Less accumulated depreciation 7,793,413 7,758,344
----------- -----------
Net property and equipment 4,520,969 4,106,041
Excess of cost over net assets acquired net of
accumulated amortization of $1,114,275 in
1996 and $1,069,704 in 1995 222,854 267,425
Other assets 401,738 216,490
----------- -----------
$18,515,167 $18,148,039
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
14
<PAGE> 15
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1995
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Note payable to bank (Note D) $ 2,539,142 $ 2,981,788
Current maturities of long-term debt (Note D) 250,243 680,233
Accounts payable 2,779,171 3,101,956
Income taxes payable (Note F) 195,000 423,000
Accrued liabilities 1,400,727 1,049,010
----------- -----------
Total Current Liabilities 7,164,283 8,235,987
Long-term debt, excluding current maturities (Note D) 3,992,566 4,271,314
Deferred income taxes (Note F) 126,000 223,000
Other liabilities 310,547 331,364
COMMITMENTS AND CONTINGENCIES (NOTE I) - -
STOCKHOLDERS' EQUITY (NOTE D)
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 3,072,000 and 3,100,000
shares in 1996 and 1995, respectively; 3,072,000
and 3,077,000 shares outstanding in 1996 and 1995,
respectively 307,200 310,000
Treasury stock - (2,300)
Additional paid-in capital 4,053,985 4,081,546
Retained earnings 2,561,684 838,926
Foreign currency translation adjustment (1,098) (141,798)
----------- -----------
Total stockholders' equity 6,921,771 5,086,374
----------- -----------
$18,515,167 $18,148,039
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
15
<PAGE> 16
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Net sales $29,919,604 $24,934,101 $23,202,257
Cost of goods sold 19,007,311 17,109,368 16,615,601
----------- ----------- -----------
Gross profit 10,912,293 7,824,733 6,586,656
Selling, general and administrative expense 7,654,370 5,937,896 6,129,880
----------- ----------- -----------
Operating earnings 3,257,923 1,886,837 456,776
Other expense (income), net
Interest expense 782,684 909,458 809,060
Other (98,519) (123,354) 99,129
----------- ----------- -----------
684,165 786,104 908,189
----------- ----------- -----------
Earnings (loss) before income
taxes 2,573,758 1,100,733 (451,413)
Income tax expense (Note F) 851,000 277,000 30,000
----------- ----------- -----------
Net earnings (loss) $ 1,722,758 $ 823,733 $ (481,413)
=========== =========== ===========
Earnings per share (Note B):
Primary:
Net earnings (loss) per common share $ .56 $ .28 $ (.16)
=========== =========== ===========
Assuming full dilution:
Net earnings (loss) $ .54 $ .26 $ (.16)
=========== =========== ===========
Weighted average number of common
shares outstanding:
Primary 3,075,000 2,952,000 2,927,000
Assuming full dilution 3,203,000 3,519,000 2,927,000
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
16
<PAGE> 17
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<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, 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 D) 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
Purchase of 5,000 shares of treasury stock - (500) (27,561) - - (28,061)
Retirement of 28,000 shares of treasury
stock (2,800) 2,800 - - - -
Net earnings - - - 1,722,758 - 1,722,758
Foreign currency translation adjustment - - - - 140,700 140,700
--------- ------- ---------- ---------- ---------- ----------
Balance at December 31, 1996 $ 307,200 $ - $4,053,985 $2,561,684 $ (1,098) $6,921,771
========= ======= ========== ========== ========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
17
<PAGE> 18
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net earnings (loss) $1,722,758 $ 823,733 $ (481,413)
Adjustments to reconcile net earnings (loss) to net
cash provided by operations:
Depreciation of property and equipment 629,376 662,253 724,662
Bad debt expense 439,120 44,633 274,923
Amortization of intangible assets 44,571 44,571 62,068
(Gain) loss on sale of property and equipment (11,546) 23,797 129,566
Deferred income tax (benefit) expense (154,000) (146,000) 19,000
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 211,692 (1,524,177) 656,299
(Increase) decrease in inventories (188,175) (1,156,592) 87,288
(Decrease) increase in accounts payable (322,785) 666,846 (551,551)
(Decrease) increase in other (49,867) 725,055 182,907
---------- ---------- -----------
Net cash provided by operating activities 2,321,144 164,119 1,103,749
INVESTING ACTIVITIES
Purchases of property and equipment (1,080,808) (278,456) (658,208)
Proceeds from sale of property and equipment 48,050 86,850 102,700
---------- ---------- -----------
Net cash used in investing activities (1,032,758) (191,606) (555,508)
FINANCING ACTIVITIES
Proceeds from long-term borrowings - 513,377 4,152,624
Repayments of long-term borrowings (708,738) (948,582) (4,564,776)
Repayments of obligations under capital leases - (19,803) (23,569)
Net proceeds (repayments) on line of credit (442,646) 592,421 (274,892)
Purchase of treasury stock (28,061) - -
---------- ---------- -----------
Net cash (used in) provided by
financing activities (1,179,445) 137,413 (710,613)
Effect of foreign currency exchange rate changes 140,700 (28,542) 69,168
---------- ---------- -----------
Net increase (decrease) in cash 249,641 81,384 (93,204)
Cash at beginning of year 109,123 27,739 120,943
---------- ---------- -----------
Cash at end of year $ 358,764 $ 109,123 $ 27,739
========== ========== ===========
SUPPLEMENTAL DISCLOSURES
Interest paid $ 795,443 $ 918,576 $ 802,508
Income taxes paid (refunded) 1,232,000 (93,000) 70,000
</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.
18
<PAGE> 19
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
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 $587,000, $438,000 and $438,000 for the years
ended December 31, 1996, 1995 and 1994, respectively.
19
<PAGE> 20
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996, 1995 AND 1994
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
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. 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 per share for 1994, the conversion of the
subordinated debentures was not assumed, as the effect would have been
anti-dilutive. Fully diluted earnings per share for 1995 and 1996 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. The adoption of this standard in 1996 had no effect on the consolidated
financial statements of the Company.
20
<PAGE> 21
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996, 1995 AND 1994
NOTE C - INVENTORIES
The major components of inventories at December 31 are:
1996 1995
---------- ----------
Raw materials and purchased parts $3,213,861 $3,860,239
Work in process 976,993 513,525
Finished goods 1,971,738 1,600,653
---------- ----------
$6,162,592 $5,974,417
========== ==========
NOTE D - 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
$6,500,000. Interest is payable monthly at .75 percent over the bank's prime
lending rate. (Effective rate of 9.00% at December 31, 1996).
Long-term debt at December 31 consisted of the following:
1996 1995
---------- ----------
Term note, payable in monthly installments of
$40,496, including interest at 1% above the
bank's prime lending rate with a balloon
payment of $3,179,777 on October 1, 1999. The
note is secured by substantially all the
assets of Trans-Industries, Inc., and
subsidiaries. $3,618,406 $3,746,830
Convertible subordinated debentures, payable
in annual installments of $42,858 plus
interest at 10%. The debentures are due
December 30, 2001. 214,284 257,142
Mortgage note payable in monthly installments
of $3,476 plus interest at 8.99%. The
mortgage is collateralized by certain property
and is due August 9, 2003. 211,108 206,395
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. 80,733 116,252
Term note, payable in monthly installments of
$896, including interest at a rate of 6%. The
note is due January 21, 2002. 118,278 121,811
21
<PAGE> 22
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996, 1995 AND 1994
NOTE D - LINE OF CREDIT AND LONG-TERM DEBT (CONTINUED)
Term note, payable in monthly installments of
$41,667, including interest at 1.25% above the
bank's prime lending rate. The note was paid
November 1, 1996. - 458,333
Other - 44,784
---------- ----------
4,242,809 4,951,547
Less current maturities 250,243 680,233
---------- ----------
$3,992,566 $4,271,314
========== ==========
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 $214,284 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:
1997 $ 250,243
1998 265,096
1999 3,416,814
2000 165,981
2001 47,618
Thereafter 97,057
----------
$4,242,809
==========
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 E - 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 $309,000, $331,000, and $325,000 for 1996, 1995 and 1994,
respectively. Future minimum rentals required under noncancelable lease
agreements are not material.
22
<PAGE> 23
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996, 1995 AND 1994
NOTE F - INCOME TAXES
The components of earnings (loss) before income taxes were as follows:
1996 1995 1994
--------- ---------- ----------
Domestic $2,657,803 $1,094,188 $ (95,496)
Foreign (84,045) 6,545 (355,917)
---------- ---------- ----------
$2,573,758 $1,100,733 $ (451,413)
========== ========== ==========
Income taxes have been charged (credited) to operations as follows:
1996 1995 1994
---------- ---------- ----------
Current:
Federal $1,005,000 $ 423,000 $ (7,000)
Foreign - - 18,000
---------- ---------- ----------
1,005,000 423,000 11,000
Deferred - Federal (154,000) (146,000) 19,000
---------- ---------- ----------
Total income tax expense $ 851,000 $ 277,000 $ 30,000
========== ========== ==========
A reconciliation of actual income tax 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:
1996 1995 1994
--------- --------- ----------
Expected income tax expense (benefit) $ 875,000 $ 374,000 $ (159,000)
Goodwill amortization not deductible
for income tax purposes 15,000 15,000 15,000
Loss (income) of foreign subsidiaries
without tax effect 29,000 (2,000) 139,000
Foreign subsidiaries' tax (benefit) expense - (80,000) 18,000
Other items, net (68,000) (30,000) 17,000
--------- --------- ----------
Actual income tax expense $ 851,000 $ 277,000 $ 30,000
========= ========= ==========
23
<PAGE> 24
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996, 1995 AND 1994
NOTE F - INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant deferred
tax assets and liabilities at December 31, 1996 and 1995 are as follows:
DEFERRED DEFERRED
TAX TAX
YEAR ENDED DECEMBER 31, 1996 ASSETS LIABILITIES
- --------------------------------------------- ----------- -----------
Plant and equipment, principally depreciation $ - $ 145,000
Inventory valuation allowance 196,000 -
Accrued expenses, deductible when paid 274,000 -
Foreign tax loss carryforwards 554,000 -
Other items 9,000 87,000
----------- -----------
1,033,000 232,000
Less valuation allowance on deferred tax assets (554,000) -
----------- -----------
$ 479,000 $ 232,000
=========== ===========
DEFERRED DEFERRED
TAX TAX
YEAR ENDED DECEMBER 31, 1995 ASSETS LIABILITIES
- --------------------------------------------- ----------- -----------
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
=========== ===========
The Company has a foreign tax net operating loss carryforward of approximately
$1,680,000 at December 31, 1995. A valuation allowance of $554,000 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
increased by $19,000 in 1996 and decreased by $66,000 in 1995.
NOTE G - 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 $321,000, $402,000 and $462,000 for the years ended December 31,
1996, 1995 and 1994, respectively.
24
<PAGE> 25
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996, 1995 AND 1994
NOTE G - 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 $229,000, $225,000 and $23,000 for 1996, 1995 and 1994,
respectively.
In 1996, shareholders approved the adoption of the 1996 Stock Option Plan (the
Plan) for the officers, directors, and key employees of the Company.
The Plan is administered by an Option Committee (Committee) appointed by the
Board of Directors. The Committee has the authority, subject to Board of
Directors resolutions and the provisions of the Plan, to determine the persons
to whom awards will be granted, the number, type and terms of the awards,
including vesting and to interpret the plan.
The Plan permits the granting of incentive stock options, non-qualified stock
options and stock appreciation rights (SAR). The total number of shares of
common stock with respect to which awards may be granted under the Plan is
200,000 shares. The option price of each option and the base for calculation
of appreciation of each SAR will be not less than the fair market value at the
date of grant. The term of each option will be fixed and may not exceed ten
years from the date of grant. The Committee may make options exercisable in
installments and may accelerate exercisability.
The Financial Accounting Standards Board issued Statement No. 123, "Accounting
for Stock Based Compensation" ("SFAS No. 123") for transactions entered into
during 1996 and thereafter. The Statement establishes a fair value method of
accounting for employee stock options and similar equity instruments such as
warrants, and encourages all companies to adopt that method of accounting for
all of their employee stock compensation plans. However, the Statement allows
companies to continue measuring compensation cost for such plans using
accounting guidance in place prior to SFAS No. 123. Companies that elect to
remain with the former method of accounting must make pro-forma disclosures of
net income and earnings per share as if the fair value method provided for in
SFAS No. 123 had been adopted.
The Company has not adopted the fair value accounting provisions of SFAS No.
123. Accordingly, SFAS No. 123 has no impact on the Company's consolidated
financial position or results of operation.
The Company accounts for the stock option plan under APB Opinion No. 25,
"Accounting for Stock Issued to Employees." No compensation costs have been
recognized for the plan. Had compensation cost for the plan been determined
based on the fair value of the options at the grant dates consistent with the
method of SFAS No. 123, the Company's net income and income per share would
have been as follows for the year ended December 31, 1996:
Net earnings
As reported $1,722,758
Pro forma $1,645,428
25
<PAGE> 26
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996, 1995 AND 1994
NOTE G - EMPLOYEE BENEFIT PLANS (CONTINUED)
Primary earnings per share
As reported $ .56
Pro forma $ .54
Fully diluted earnings per share
As reported $ .54
Pro forma $ .51
The fair value of each option is estimated on the date of grant using the
Black-Scholes options-pricing model with the following weighted-average
assumptions:
Dividend yield 0%
Expected volubility 67.39%
Risk-free interest rate 6.84%
Expected lives 10 Years
The following table summarizes outstanding stock options and SAR's as of
December 31, 1996:
WEIGHTED
AVERAGE
NUMBER EXERCISE
OF SHARES PRICE
--------- --------
Stock options 136,000 $6.875
SAR's 81,600 $6.875
The weighted average fair value of the options granted during the year was
$5.50 per share.
The options are for a ten year duration with twenty percent vesting in each of
the first five years. The SAR's are for a four year duration with one-third
vesting in each of the first three years. Holders of SAR's will not, upon
exercise, be issued shares of stock, but will receive in cash or other
property, in the sole discretion of the option committee, the difference
between the base price and the market price of the Company's stock on the date
of exercise. Since the SAR's were issued in tandem with stock options, upon
exercise of an SAR the holder must surrender an equivalent number of stock
options.
All of the above options and SAR's were issued during 1996, none were
exercisable at December 31, 1996.
NOTE H - CONCENTRATION OF CREDIT RISK AND GEOGRAPHIC SEGMENT INFORMATION
The Company has one major customer which accounts for 10 percent or more of
consolidated net sales in 1996. Sales to this customer amounted to $4,200,000.
The Company had two major customers in 1995 and 1994. Sales to these
customers amounted to $4,100,000 and $5,300,000 for the years ended December
31, 1995 and 1994, respectively. Additionally, sales to foreign customers
(primarily in the United Kingdom and Canada) amounted to 14 percent of
consolidated net sales in 1996, 23 percent in 1995, and 30 percent in 1994.
Total accounts receivable from foreign customers approximated $1,600,000 and
$1,800,000 at December 31, 1996 and 1995, respectively.
26
<PAGE> 27
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996, 1995 AND 1994
NOTE H - CONCENTRATION OF CREDIT RISK AND GEOGRAPHIC SEGMENT INFORMATION
(CONTINUED)
Financial information summarized by geographic area is as follows:
<TABLE>
<CAPTION>
UNITED UNITED
STATES KINGDOM ELIMINATIONS CONSOLIDATION
----------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
December 31, 1996
Sales and revenue
To Unaffiliated customers $26,962,006 $2,957,598 $ - $ 29,919,604
Transfers between
geographic areas $ - $ - $ - $ -
----------- ---------- ------------ -------------
Total sales revenue $26,962,006 $2,957,598 $ - $ 29,919,604
Operating income/(loss)
before income taxes $ 2,657,803 $ (84,045) $ - $ 2,573,758
Identifiable assets $27,228,621 $2,369,661 $(11,083,115) $ 18,515,167
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 $24,885,482 $2,361,834 $ (9,099,277) $ 18,148,039
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>
27
<PAGE> 28
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1996, 1995 AND 1994
NOTE I - 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 courts' interpretation of the
law. 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.
28
<PAGE> 29
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, 1996
<TABLE>
<CAPTION>
ALLOWANCE FOR ALLOWANCE FOR
DOUBTFUL DOUBTFUL VALUATION
ACCOUNTS BAD WRITE-OFF OF ACCOUNTS ALLOWANCE
BEGINNING DEBT UNCOLLECTIBLE END OF ON DEFERRED
OF PERIOD EXPENSE ACCOUNTS PERIOD TAX ASSETS
--------------- -------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1994 $ 92,000 $275,000 $238,000 $129,000 $601,000
Year ended December 31, 1995 $129,000 $ 45,000 $ 37,000 $137,000 $535,000
Year ended December 31, 1996 $137,000 $439,000 $467,000 $109,000 $504,000
</TABLE>
29
<PAGE> 30
Item 9. Disagreements on Accounting and Financial Disclosure.
(a) There has been no change of auditors in the 24 months ended
December 31, 1996 or subsequent thereto.
(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) 68 Chairman of the Board and President May 1997
and (b) since 1972.
Duncan Miller (a) 72 Director since 1967, Investment May 1997
Counselor.
Gerald J. Murphy (a) 79 Director since 1971, private investor. May 1997
Matthew M. Wirgau (a) 45 Director since 1992, President - May 1997
The Lobb Company
Robert J. Ruben (b) 73 Secretary since 1967. May 1997
Kai R. Kosanke (b) 46 Vice-President since January 1987 May 1997
Controller - 1983 thru 1987
Accounting Manager - 1981 thru 1983.
Paul Clemo (b) 36 Assistant Secretary since May 1991 May 1997
Assistant Treasurer since May 1991.
</TABLE>
The Company's directors and executive committee's fees for 1996 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 14, 1997, 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, 1996, 1995, and 1994
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, 1996,
filed with the Securities and
Exchange Commission on November 6, 1996 incorporated herein by
reference.
Exhibit 21 List of Subsidiaries.
(b) No reports on Form 8-K for the three months ended December 31, 1996
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: 3/20/97 /s/ DALE S. COENEN
----------------- ----------------------------------
Dale S. Coenen
Chairman of the Board of Directors
and Chief Executive Office
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:
/s/ DALE S. COENEN President 3/20/97
- ------------------------- -------------------
(Dale S. Coenen)
/s/ KAI KOSANKE Vice-President 3/21/97
- ------------------------- and Chief Financial Officer -------------------
(Kai Kosanke)
/s/ PAUL CLEMO Assistant Treasurer 3/21/97
- ------------------------- -------------------
(Paul Clemo)
/s/ MATTHEW M. WIRGAU Director 3/21/97
- ------------------------- -------------------
(Matthew M. Wirgau)
/s/ DUNCAN MILLER Director 3/20/97
- ------------------------- -------------------
(Duncan Miller)
33
<PAGE> 34
Exhibit Index
-------------
Exhibit No. 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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 358,764
<SECURITIES> 0
<RECEIVABLES> 6,304,865
<ALLOWANCES> 109,000
<INVENTORY> 6,162,592
<CURRENT-ASSETS> 13,369,606
<PP&E> 12,314,382
<DEPRECIATION> 7,793,413
<TOTAL-ASSETS> 18,515,167
<CURRENT-LIABILITIES> 7,164,283
<BONDS> 4,303,113
0
0
<COMMON> 307,200
<OTHER-SE> 6,614,571
<TOTAL-LIABILITY-AND-EQUITY> 18,515,167
<SALES> 29,919,604
<TOTAL-REVENUES> 30,018,123
<CGS> 19,007,311
<TOTAL-COSTS> 7,654,370
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 782,684
<INCOME-PRETAX> 2,573,758
<INCOME-TAX> 851,000
<INCOME-CONTINUING> 1,722,758
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,722,758
<EPS-PRIMARY> .56
<EPS-DILUTED> .54
</TABLE>
