<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. ONE
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 17, 1995
-----------------
TRANS-LUX CORPORATION
-------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 1-2257 13-1394750
----------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
110 Richards Avenue, Norwalk, CT 06856-5090
--------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 853-4321
--------------
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Business Acquired
1 - Independent Auditors' Report, Balance Sheet as of
March 31, 1994 (As Restated), Statement of Operations
and Retained Earnings for the year ended March 31,
1994 (As Restated), Statement of Cash Flows for the
year ended March 31, 1994 (As Restated) and Notes to
Financial Statements.
2 - Balance Sheet as of December 31, 1994, Statements of
Operations and Retained Earnings for the nine months
ended December 31, 1994 and December 31, 1993,
Statements of Cash Flows for the nine months ended
December 31, 1994 and December 31, 1993 and Note to
Financial Statements (unaudited).
(b) Pro Forma Financial Information
Unaudited Pro Forma Consolidated Balance Sheet as of
December 31,1994, Unaudited Pro Forma Consolidated
Income Statement for the year ended December 31,
1994 and Note to Pro Forma Financial Statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
TRANS-LUX CORPORATION
By:/s/ Angela D. Toppi
Angela D. Toppi
Chief Financial Officer
Dated: March 31, 1995
<PAGE>
INTEGRATED SYSTEMS ENGINEERING, INC.
Financial Statements for the
Year Ended March 31, 1994 (As Restated)
And Independent Auditors' Report
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors of
Trans-Lux Corporation:
We have audited the accompanying balance sheet of Integrated Systems
Engineering, Inc. as of March 31, 1994, and the related statements of
operations and retained earnings, and of cash flows for the year 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 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 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, such financial statements (as restated, see Note 10)
present fairly, in all material respects, the financial position of
the Company as of March 31, 1994, and the results of its operations
and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Company
changed its method of accounting for income taxes effective April 1,
1993 to conform with Statement of Financial Accounting Standards No.
109.
/s/ Deloitte & Touche LLP
Salt Lake City, Utah
February 3, 1995
<PAGE>
INTEGRATED SYSTEMS ENGINEERING, INC.
BALANCE SHEET, MARCH 31, 1994 (RESTATED, SEE NOTE 10)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Note 1) $ 3,407
Receivables:
Trade - net of allowance for doubtful accounts of $92,631
(Notes 5 and 6) 333,413
Other 27,049
Income tax refund (Notes 1 and 8) 22,297
Inventories (Notes 1, 3, 5, and 6) 1,046,827
Prepaid expenses 74,403
Deferred tax asset (Notes 1 and 8) 58,623
----------
Total current assets 1,566,019
PROPERTY, PLANT AND EQUIPMENT - Net (Notes 1, 2, 4, and 6) 1,372,580
OTHER ASSETS:
Purchased technology, patents, and trademark - net
of accumulated amortization of $615,163 (Note 1) 434,270
Goodwill - net of accumulated amortization of
$26,666 (Note 1) 73,334
Deferred tax asset (Notes 1 and 8) 123,740
----------
TOTAL $3,569,943
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Note payable to bank (Note 5) $ 257,715
Current maturities of long term-debt (Note 6) 345,928
Accounts payable - trade 291,020
Accrued expenses:
Payroll and related taxes 174,182
Other 102,960
Customer deposits 177,772
Accrued dealer credits 19,976
----------
Total 1,369,553
----------
LONG-TERM DEBT (Note 6) 902,276
----------
COMMITMENTS AND CONTINGENCIES (Notes 6 and 7)
STOCKHOLDER'S EQUITY:
Common stock - $1 par value; 75,000 shares authorized;
29,488 shares issued 29,488
Additional paid-in capital 1,185,238
Retained earnings 823,969
Notes receivable - related parties (Notes 2 and 9) (740,581)
----------
Total stockholder's equity 1,298,114
----------
TOTAL $3,569,943
==========
See notes to financial statements.
<PAGE>
INTEGRATED SYSTEMS ENGINEERING, INC.
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEAR ENDED MARCH 31, 1994 (RESTATED, SEE NOTE 10)
SALES $5,159,156
COST OF GOODS SOLD 3,050,761
----------
GROSS PROFIT 2,108,395
----------
OPERATING EXPENSES:
Selling 646,396
General and administrative 638,782
Research and development 359,590
Depreciation and amortization (Note 1) 177,766
----------
Total operating expenses 1,822,534
----------
INCOME FROM OPERATIONS 285,861
----------
OTHER INCOME (EXPENSE):
Interest expense (118,374)
Other income (Note 2) 149,932
----------
Total other income - net 31,558
----------
INCOME BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING FOR INCOME TAXES 317,419
PROVISION FOR INCOME TAXES (Notes 1 and 8) (123,856)
----------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING FOR INCOME TAXES 193,563
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES (Notes 1 and 8) 253,521
----------
NET INCOME 447,084
RETAINED EARNINGS, BEGINNING OF YEAR 376,885
----------
RETAINED EARNINGS, END OF YEAR $ 823,969
==========
See notes to financial statements.
<PAGE>
INTEGRATED SYSTEMS ENGINEERING, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31, 1994 (RESTATED, SEE NOTE 10)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 447,084
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of change in accounting for
income taxes (253,521)
Depreciation and amortization 296,842
Bad debt expense 22,412
Additions to reserve for obsolete inventory 55,606
Deferred tax provision 71,158
Changes in operating assets and liabilities:
Receivables (other than notes receivable) 77,898
Inventories (127,472)
Prepaid expenses (35,245)
Accounts payable - trade 101,274
Accrued expenses 74,486
Customer deposits 42,896
Accrued dealer credits (5,874)
----------
Net cash provided by operating activities 767,544
----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (137,127)
Cash advanced for note receivable from related parties (439,449)
Payments received on note receivable from related parties 22,342
----------
Net cash used in investing activities (554,234)
----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on note payable to bank (211,517)
Proceeds from long-term debt 250,000
Principal payments on long-term debt (315,364)
----------
Net cash used in financing activities (276,881)
----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (63,571)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 66,978
----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,407
==========
See notes to financial statements.
<PAGE>
INTEGRATED SYSTEMS ENGINEERING, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31, 1994 (RESTATED, SEE NOTE 10)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 118,300
==========
Income taxes $ 75,000
==========
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
During the year ended March 31, 1994, the Company entered into
notes payable of $18,166 in connection with the purchase of an
automobile (see Note 6). In addition, the Company traded in an old
automobile with a net book value of $9,266 towards the purchase of
the above mentioned automobile which is included in the carrying
cost of the new automobile. The Company also financed the purchase
of an airplane, equipment, and certain building improvements with
notes payable in the amount of $430,000.
In 1994, the Company also received an airplane and other fixtures
valued at $181,417 as payment on notes receivable from a related
company (see Note 2).
See notes to financial statements.
<PAGE>
INTEGRATED SYSTEMS ENGINEERING, INC.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Integrated Systems Engineering, Inc. (the "Company") was
incorporated in the State of Utah in March 1973. The Company
manufactures computerized electronic signs. The following is a
summary of the Company's significant accounting and reporting
policies:
Inventories - Inventories are stated at the lower of cost (on a
first-in, first-out basis) or market.
Property, Plant and Equipment - Property, plant, and equipment
is stated at cost. Depreciation and amortization is provided
over the estimated useful lives of the assets using the
straight-line and accelerated methods, as noted below:
Building and improvements - 20 - 25 years
Machinery and equipment - 3 - 5 years
Autos, trucks and airplanes - 5 years
Furniture and fixtures - 3 - 5 years
Purchased Technology, Patents, and Trademark and Goodwill -
Purchased technology, patents, and trademark are stated at cost.
Purchased technology and patents are being amortized using the
straight-line method over 17 years. The purchased trademark is
being amortized using the straight-line method over 10 years.
Goodwill is being amortized using the straight-line method over
40 years.
Income Taxes - Effective April 1, 1993, the Company adopted the
provisions of Statement of Financial Accounting Standards No.
109 (FAS 109), "Accounting for Income Taxes". FAS 109 requires
an asset and liability approach for financial accounting and
reporting for income taxes which differs from the method
previously utilized. Prior to the adoption of FAS 109, the
Company accounted for income taxes in accordance with Statement
of Financial Accounting Standards No. 96. Deferred income taxes
are provided for temporary differences in income for financial
statement purposes and income tax purposes.
The change in accounting for income taxes had no effect on
income before taxes in 1994; net income for 1994 was increased
$253,521 for the cumulative effect of the change in accounting
related to the years prior to 1994, which were not restated.
Statement of Cash Flows - For purposes of the statement of cash
flows, the Company considers all interest-bearing deposits with
an original maturity date of three months or less to be cash
equivalents.
2. ADVANCES AND NOTES RECEIVABLE
During the year ended March 31, 1994, the Company received an
airplane and other fixtures valued at $181,417 from Aero
Engineering, Inc. ("Aero"), a business owned by the Company's
president and sole stockholder, as payments on amounts
previously advanced to Aero in the amount of $298,003. In
addition, during the year ended March 31, 1994, the Company
advanced $623,995 to Aero and leased employees to Aero at a cost
of $256,769. The Company did not recognize the amount for
leased employees as income since Aero reimbursed the Company for
the actual cost of the employees.
Additionally, the Company recognized $38,451 in interest income
from the advances receivable described above and recognized
$26,642 in lease income from Aero for the rental of hanger space
and equipment to Aero. Agreements were entered into during the
year ended March 31, 1994 between the Company and Aero
formalizing $715,746 in unsecured, short-term advances
receivable from Aero at an interest rate of 8.5%. Advances in
the amount of $24,835 were not formalized into notes (see Note
9). Such amounts have been presented as a reduction of
stockholder's equity.
3. INVENTORIES
Inventories consisted of the following at March 31, 1994:
Raw materials $ 602,693
Work-in process 231,587
Finished goods 174,412
Supplies 180,634
Reserve for obsolete inventory (142,499)
----------
Total $1,046,827
==========
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following at
March 31, 1994:
Land $ 78,787
Building and improvements 909,584
Machinery and equipment 1,315,182
Autos, trucks and airplane 678,120
Furniture and fixtures 417,789
----------
Total 3,399,462
Less accumulated depreciation (2,026,882)
----------
Property, plant and equipment-net $1,372,580
==========
5. NOTE PAYABLE
The Company has a line of credit of $650,000 available from a
bank under which the Company had borrowed $257,715 at March 31,
1994. The line of credit expires June 1995 (as extended) and
bears interest payable quarterly at the bank's prime lending
rate (6% at March 31, 1994) plus 1.5% and is collateralized by
trade receivables, inventories, and the personal guaranty of the
Company's stockholder and his wife. In January 1995, all
amounts outstanding under this line were paid in full (see Note
9).
6. LONG-TERM DEBT
Long-term debt consisted of the following at March 31, 1994:
Note payable to a bank; payable in monthly
installments of $9,922, including interest at the
bank's prime rate (6% at March 31, 1994) plus 1%,
through November 1996; collateralized by land,
buildings, machinery and equipment, assignment of
life insurance policy and personal guaranty of the
Company's stockholder and his wife $ 285,371
Note payable to the Small Business Administration;
payable in monthly installments of $6,298, including
interest at 8.858%, through January 1997;
collateralized by land, buildings, machinery and
equipment, and personal guaranty of the Company's
stockholder 176,995
Note payable to Bear River Association of
Governments; payable in monthly installments of $900,
including interest at 9%, through January 2007;
collateralized by land, machinery and equipment, and
personal guaranty of the Company's stockholder 76,072
Note payable to a bank; payable in monthly
installments of $3,793, including interest at the
bank's prime rate (6% at March 31, 1994) plus 1%,
through May 1994; collateralized by machinery and
equipment 2,111
Note payable to Utah Technology Finance Corporation,
non-interest bearing, payable as royalty of 3% of
revenues 42,655
Installment contract payable to a bank; payable in
monthly installments of $736 at the bank's prime rate
(6% at March 31, 1994) plus 1.75%, through January
1996; collateralized by an airplane 12,412
Note payable to a bank; payable in monthly
installments of $2,215, including interest at the
bank's prime rate (6% at March 31, 1994) plus 1.5%,
through February 1998; collateralized by building
improvements 87,991
Note payable to The CIT Group/Equipment Financing,
Inc.; payable in monthly installments of $6,870,
including interest at 7.85%, through February 1999;
collateralized by an airplane 335,355
Note payable to a bank; payable in monthly
installments of $5,035, including interest at the
bank's prime rate (6% at March 31, 1994) plus 1.75%,
through March 1998; collateralized by machinery,
equipment, inventory, accounts receivable, and a
building 211,076
Note payable to a bank; payable in monthly
installments of $360, including interest at the
bank's prime rate (6% at March 31, 1994) plus 1%,
through March 1999; collateralized by an automobile 18,166
----------
Total 1,248,204
Less current maturities 345,928
----------
Long-term portion $ 902,276
==========
In January 1995, all of the above notes were paid in full (see
Note 9). Future maturities of long-term debt as of March 31,
1994 were as follows:
Year ending March 31:
1995 $ 345,928
1996 324,465
1997 276,668
1998 166,972
1999 82,743
Thereafter 51,428
----------
Total $1,248,204
==========
7. PROFIT SHARING PLAN
The Company has a defined contribution profit sharing plan
covering all employees qualifying as to age and length of
service. The Company's annual amount contributed to the plan is
equal to 2% of the qualified compensation of plan participants.
Contributions are fully vested upon completion of 7 years of
service. The Company expensed contributions of $22,705 to the
plan for the year ended March 31, 1994.
8. INCOME TAXES
Effective April 1, 1993, the Company adopted the provisions of
FAS 109, "Accounting for Income Taxes" (see Note 1).
Deferred tax assets and liabilities as of March 31, 1994
consisted of the following temporary differences and
carryforward items:
<TABLE>
<CAPTION>
Long-
Current Term
<S> <C> <C>
ASSETS:
Net operating loss carryforward $ 87,286
Alternative minimum taxes 53,328
Business credit 31,304
Bad debt allowance $35,200
Warranty reserve 13,300
Other 10,123 1,187
------- --------
Total 58,623 173,105
------- --------
LIABILITIES - Depreciation (49,365)
------- --------
NET DEFERRED TAXES $58,623 $123,740
======= ========
</TABLE>
Tax expense for the year ended March 31, 1994 consisted of the
following:
Current $ 52,698
Deferred 71,158
--------
Total $123,856
========
The difference between income taxes at the federal statutory
rate and the effective rate for income taxes reported in the
financial statements differs for the following reasons:
Federal statutory rate 35 %
State income taxes 5 %
Graduated rates (1)%
----
Effective rate 39 %
====
At March 31, 1994 for federal income tax return purposes, the
Company had approximately $230,000 of net operating loss
carryforwards available to offset taxable income of future
years. The carryforwards expire in 2003.
9. SUBSEQUENT EVENT
On January 17, 1995, Trans-Lux ISE Corporation, a wholly owned
subsidiary of Trans-Lux Corporation, acquired all the
outstanding shares of the Company for an aggregate purchase
price of approximately $2,700,000 plus payment for non-compete
and consulting fees. In connection with the closing of the
sale, the notes and advances receivable from the former
stockholder and affiliate (in the approximate amount of
$658,000) were paid (see Note 2). The outstanding balances
owing under the line of credit (see Note 5) and the long-term
debt of the Company (see Note 6) were paid in full from funds
advanced to the Company from Trans-Lux ISE Corporation.
10. ADJUSTMENTS TO FINANCIAL STATEMENTS
Subsequent to the Company's previous issuance of its unaudited
financial statements for the year ended March 31, 1994, the
Company has determined that certain amounts in its previously
issued financial statements require adjustment. Such
adjustments consist principally of increases in the allowance
for doubtful accounts, accounts payable and accrued warranty
expense. In addition, in the course of preparing financial
statements to be included in an 8-K filing with the Securities
and Exchange Commission, the Company reclassified notes
receivable from related parties from current assets to
stockholder's equity. Accordingly, the accompanying financial
statements for the year ended March 31, 1994 have been restated.
A summary of the principal effects of the restatement is as
follows:
<TABLE>
<CAPTION>
As Previously Effect of As
Reported Adjustments Restated
<S> <C> <C> <C>
Balance Sheet as of March 31, 1994:
Trade receivables $ 363,325 $ (29,912) $ 333,413
Current deferred tax asset 23,833 34,790 58,623
Property, plant and equipment 1,376,525 (3,945) 1,372,580
Accounts payable 268,324 22,696 291,020
Other accrued expenses 67,960 35,000 102,960
Retained expenses 880,732 (56,763) 823,969
Total stockholder's equity 2,095,458 (797,344) 1,298,114
Statement of Operations for the year:
ended December 31, 1994:
Cost of goods sold $2,993,065 $57,696 $3,050,761
General and administrative expenses 608,870 29,912 638,782
Research and development expenses 355,645 3,945 359,590
Provision for income taxes 158,646 (34,790) 123,856
Net income 503,847 (56,763) 447,084
</TABLE>
<PAGE>
INTEGRATED SYSTEMS ENGINEERING, INC.
BALANCE SHEET
DECEMBER 31, 1994 (UNAUDITED)
-------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ $ 224
Receivables:
Trade - net of allowance for doubtful accounts of $93,471 387,106
Other 18,263
Tax refund 36,000
Inventories:
Raw materials 538,078
Work-in-process 154,302
Finished goods 388,313
Less Reserve for obsolete inventory (58,331)
------------ 1,022,362
Prepaid expenses 52,500
Deferred tax asset 58,623
-----------
Total current assets 1,575,078
PROPERTY, PLANT AND EQUIPMENT 3,022,501
Less Accumulated depreciation (2,034,073)
------------ 988,428
OTHER ASSETS:
Purchased technology, patents, and trademark - net of accumulated
amortization of $662,831 386,602
Goodwill - net of accumulated amortization of $28,541 71,459
Deferred tax asset 123,740
-----------
TOTAL $ 3,145,307
===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Note payable to bank 368,186
Current maturities of long term-debt 326,076
Accounts payable - trade 374,134
Accrued expenses:
Payroll and related taxes 333,633
Other 84,845
Customer deposits 72,227
Accrued dealer credits 3,666
-----------
Total 1,562,767
-----------
LONG-TERM DEBT 528,586
-----------
STOCKHOLDER'S EQUITY:
Common stock - $1 par value; 75,000 shares authorized;
29,488 shares issued 29,488
Additional paid-in capital 1,185,238
Retained earnings 813,353
Notes receivable - related parties (974,125)
-----------
Total stockholder's equity 1,053,954
-----------
TOTAL $ 3,145,307
===========
</TABLE>
See note to financial statements.
<PAGE>
INTEGRATED SYSTEMS ENGINEERING, INC.
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE NINE MONTHS ENDED DECEMBER 31, 1994 AND 1993 (UNAUDITED)
------------------------------------------------------------------
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
SALES $ 3,548,612 $ 4,017,609
COST OF GOODS SOLD 2,100,105 2,349,449
----------- ------------
GROSS PROFIT 1,448,507 1,668,160
----------- ------------
OPERATING EXPENSES:
Selling 439,398 480,100
General and administrative 799,772 443,583
Research and development 239,208 272,507
Depreciation and amortization 126,959 131,777
---------- -------------
Total operating expenses 1,605,337 1,327,967
---------- -------------
INCOME (LOSS) FROM OPERATIONS (156,830) 340,193
---------- -------------
OTHER INCOME (EXPENSE):
Gain on sale of assets 87,179 0
Interest expense (106,144) (91,431)
Other income 165,279 113,747
---------- -------------
Total other income - net 146,314 22,316
---------- -------------
INCOME (LOSS) BEFORE INCOME TAXES (10,516) 362,509
PROVISION FOR INCOME TAXES (100) (50,328)
---------- -------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING FOR INCOME TAXES (10,616) 312,181
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES 0 253,521
---------- -------------
NET INCOME (10,616) 565,702
RETAINED EARNINGS, BEGINNING OF PERIOD 823,969 376,886
---------- -------------
RETAINED EARNINGS, END OF PERIOD $ 813,353 $ 942,588
========= =========
</TABLE>
See note to financial statements.
<PAGE>
INTEGRATED SYSTEMS ENGINEERING, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 1994 AND 1993 (UNAUDITED)
-----------------------------------------------------------------
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (10,616) $ 312,181
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 219,311 225,605
Bad debt expense (840) (11,764)
Additions to reserve for obsolete inventory (84,168) 61,633
Changes in operating assets and liabilities:
Receivables (other than notes receivable) (57,770) 41,486
Inventories 108,633 (63,376)
Prepaid expenses 21,903 (36,884)
Accounts payable - trade 83,114 (4,094)
Accrued expenses 141,336 28,751
Customer deposits (105,545) (50,699)
Accrued dealer credits (16,310) (5,416)
----------- -------------
Net cash provided by operating activities 299,048 497,423
----------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (114,520) (284,998)
Cash advanced for note receivable from related parties (233,544) (271,309)
Payments received on note receivable from related parties 0 25,471
Proceeds from sale of assets 328,904 0
----------- -------------
Net cash used in investing activities (19,160) (530,836)
----------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (payments on) note payable to bank 110,471 (45,209)
Proceeds from long-term debt 133,000 250,000
Principal payments on long-term debt (526,542) (235,766)
----------- -------------
Net cash used in financing activities (283,071) (30,975)
----------- -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (3,183) (64,388)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,407 66,978
----------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 224 $ 2,590
========= ===========
Interest Paid $ 103,590 $ 85,973
Income Taxes Paid 18,000 56,870
</TABLE>
See note to financial statements
<PAGE>
INTEGRATED SYSTEMS ENGINEERING, INC.
NOTE TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
UNAUDITED
-------------------
NOTE 1 - Basis for Presentation
Financial information included herein is unaudited, however, such
information reflects all adjustments which are, in the opinion of
management, necessary for the fair presentation of the financial
statements for the interim periods. The results for the interim
periods are not necessarily indicative of the results to be expected
for the full year. It is suggested that the financial statements be
read in conjunction with the financial statements and notes included
in the Company's audited financial statements for the year ended
March 31, 1994.
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On January 17, 1995, the Company, through its subsidiary Trans-Lux ISE
Corporation, acquired all of the capital stock of Integrated Systems
Engineering, Inc. ("ISE"), a Utah corporation located in Logan, Utah, for
a cash purchase price of approximately $2.7 million plus payment for
noncompete and consulting fees. The purchase was financed by working
capital and a new loan and security agreement for $3.3 million.
On the date of acquisition the Company retired the long-term debt of ISE of
approximately $1.3 million.
ISE is a manufacturer of electronic outdoor display equipment and Trans-Lux
ISE Corporation plans to continue those activities. Assets include land,
building, machinery and equipment, accounts receivable and inventory. The
purchase price allocation used in the pro forma information is based on
estimated fair values and is subject to change as additional information
becomes known.
The Company's preliminary pro forma financial results are presented to
provide information on the impact of the acquisition of ISE to the results
of operations of the Company for the year ended December 31, 1994. Pro
forma financial information reflects the Company's preliminary pro forma
results of operations as if the acquisition had occurred as of January 1,
1994.
The pro forma financial information should be read in conjunction with the
Company's consolidated financial statements. The preliminary pro forma
information does not purport to represent what the Company's results of
operations or financial position would have been if the acquisition, in
fact, had occurred on January 1, 1994, or to project the Company's results
of operations or financial position for any future period or at any future
date.
<PAGE>
Trans-Lux Corporation and Subsidiaries
Preliminary Pro Forma Balance Sheet
December 31, 1994 (Unaudited)
--------------------------------------
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENT RESULTS
----------- ------------ -----------
<S> <C> <C> <C>
Assets
----------
Current assets $6,154,000 $1,099,000 $7,253,000
Long-term assets 47,153,000 3,462,000 50,615,000
------------ ---------- -----------
Total assets $53,307,000 $4,561,000 $57,868,000
=========== ========== ==========
Liabilities and Stockholders' Equity
-------------------------------------
Current liabilities $8,237,000 $1,689,000 $9,926,000
Long-term liabilities 24,546,000 2,747,000 27,293,000
Stockholders' equity 20,524,000 125,000 20,649,000
------------ ---------- -----------
Total Liabilities and Stockholders' equity $53,307,000 $4,561,000 $57,868,000
=========== ========== ===========
</TABLE>
Trans-Lux Corporation and Subsidiaries
Preliminary Pro Forma Income Statement
For the year ended December 31, 1994 (Unaudited)
------------------------------------------------
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENT RESULTS
----------- ----------- -----------
<S> <C> <C> <C>
Gross revenues $33,742,000 $4,542,000 $38,284,000
========== ========== ==========
Gross profit from operations $14,329,000 $2,717,000 $17,046,000
========== ========== ==========
Net income $1,314,000 $125,000 $1,439,000
========== ========== ==========
Shares-Primary 1,260,492 1,260,492
Earnings per share-Primary (1) $1.04 $0.10 $1.14
========== ========== ==========
Shares-Fully diluted 1,943,317 1,943,317
Earnings per share-Fully diluted (1) $0.94 $0.10 $1.04
========== ========== ==========
</TABLE>
(1) The historical 1994 information reflects the positive impact of a
settlement of a prior year assessment of income taxes and related
interest expense incurred from a 1986 state income tax audit of
approximately $360,000 ($0.29 EPS-primary and $0.18 EPS-fully diluted).
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
NOTE TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(Unaudited)
Note 1 - Basis of Presentation
The purchase price of approximately $2.7 million was allocated to cash,
accounts receivable, inventories, intangibles, deferred tax asset, and
property plant and equipment based on the estimated fair market values at
the date of purchase. Property, plant and equipment are being depreciated
over their useful lives using the straight line method. Goodwill is being
amortized using the straight line basis over twenty years. Taxes on income
are accrued at an estimated effective rate of 39%.
Additional pro forma adjustments include the payment of ISE's existing
long-term debt and the assumption of new long-term debt, and related
interest expense, used to finance the acquisition, depreciation of the fair
value of assets purchased and amortization of goodwill and a noncompete
agreement.
