<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission file number 1-2257
------
TRANS-LUX CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-1394750
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Richards Avenue, Norwalk, CT 06856-5090
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(203) 853-4321
----------------------------------------------------
(Registrant's telephone number, including area code)
- ---------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.
Date Class Shares Outstanding
- -------- ------------------------------- ------------------
11/11/96 Common Stock - $1.00 Par Value 965,002
11/11/96 Class B Stock - $1.00 Par Value 298,882
(Immediately convertible into a
like number of shares of Common
Stock.)
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
INDEX
Page No.
--------
Part I - Financial Information
Consolidated Balance Sheets - September 30, 1996
(unaudited) and December 31, 1995 1
Consolidated Statements of Stockholders' Equity -
September 30, 1996 (unaudited) and December 31, 1995 2
Consolidated Statements of Income - Three and Nine
Months Ended September 30, 1996 and 1995 (unaudited) 3
Consolidated Statements of Cash Flows - Nine Months
Ended September 30, 1996 and 1995 (unaudited) 4
Notes to Consolidated Financial Statements (unaudited) 5
Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
<PAGE>
Part I - FINANCIAL INFORMATION
------------------------------
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30 December 31
ASSETS 1996 1995
------ ------------ -----------
<S> <C> <C>
Current assets: (unaudited)
Cash and cash equivalents $ 54,000 $ 665,000
Available-for-sale securities 586,000 576,000
Receivables 5,434,000 2,403,000
Unbilled receivables 1,632,000 --
Inventories 1,778,000 1,900,000
Prepaids and other current assets 332,000 466,000
---------- ----------
Total current assets 9,816,000 6,010,000
---------- ----------
Rental equipment 52,574,000 47,043,000
Less accumulated depreciation 19,980,000 16,265,000
---------- ----------
32,594,000 30,778,000
---------- ----------
Property, plant and equipment 21,795,000 20,913,000
Less accumulated depreciation and amortization 6,960,000 5,921,000
---------- ----------
14,835,000 14,992,000
Prepaids, intangibles and other 3,640,000 4,081,000
Maintenance contracts, net 1,352,000 1,599,000
Note receivable, MetroLux Theatres (excludes
$94,000 current portion) 808,000 --
---------- ----------
$63,045,000 $57,460,000
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable and accruals $ 6,436,000 $ 4,804,000
Income taxes payable 55,000 136,000
Short-term borrowings -- 500,000
Current portion of long-term debt 1,814,000 1,804,000
---------- ----------
Total current liabilities 8,305,000 7,244,000
---------- ----------
Long-term debt:
9% convertible subordinated debentures due 2005 4,811,000 4,874,000
9.5% subordinated debentures due 2012 1,057,000 1,057,000
Notes payable 21,402,000 16,564,000
---------- ----------
27,270,000 22,495,000
Deferred revenue and deposits 1,513,000 2,621,000
Deferred income taxes 3,648,000 3,600,000
Minority interest 1,000 1,000
Stockholders' equity 22,308,000 21,499,000
---------- ----------
$63,045,000 $57,460,000
========== ==========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
1
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30 December 31
1996 1995
------------ -----------
(unaudited)
<S> <C> <C>
Capital stock:
Preferred - $1.00 par value
Authorized - 500,000 shares
Issued - none
Common - $1.00 par value
Authorized - 4,000,000 shares
Issued - 2,441,523 shares in 1996 and 2,436,268 in 1995 $2,441,000 $2,436,000
Class B - $1.00 par value
Authorized - 2,000,000 shares
Issued - 298,882 shares in 1996 and 304,137 in 1995 299,000 304,000
Additional paid-in capital 13,828,000 13,806,000
Retained earnings 17,626,000 16,888,000
Other (65,000) (71,000)
---------- ----------
34,129,000 33,363,000
Less treasury stock - at cost
1,481,258 shares in 1996 and 1,488,837 in 1995
(excludes additional 298,882 shares held in 1996 and
304,137 in 1995 for conversion of Class B stock) 11,821,000 11,864,000
---------- ----------
Total stockholders' equity $22,308,000 $21,499,000
========== ==========
</TABLE>
THE CHANGES IN CONSOLIDATED STOCKHOLDERS'
EQUITY ARE AS FOLLOWS:
<TABLE>
<CAPTION>
Additional
Common Class Paid-in Retained Treasury
Stock B Stock Capital Earnings Other Stock
------ ------- ---------- -------- ----- --------
<C> <C> <C> <C> <C> <C> <C>
December 31, 1995 $2,436,000 $304,000 $13,806,000 $16,888,000 ($71,000) ($11,864,000)
1/1/96 - 9/30/96: (unaudited) 869,000
Net income
Cash dividends (131,000)
Unrealized holding gain/(loss) 6,000
Exercise of stock option (1,000) 4,000
9% debenture conversion 23,000 40,000
Purchase of treasury stock (1,000)
Class B conversion 5,000 (5,000)
--------- ------- ---------- ---------- ------ ----------
September 30, 1996 $2,441,000 $299,000 $13,828,000 $17,626,000 ($65,000) ($11,821,000)
========= ======= ========== ========== ====== ==========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
2
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
-------------------- -------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Equipment rentals and maintenance $ 5,350,000 $5,317,000 $16,273,000 $16,509,000
Equipment sales 5,596,000 3,039,000 13,276,000 9,174,000
Theatre receipts and other 1,301,000 1,285,000 3,322,000 3,198,000
---------- --------- ---------- ----------
Total revenues 12,247,000 9,641,000 32,871,000 28,881,000
---------- --------- ---------- ----------
Operating expenses:
Cost of equipment rentals and
maintenance 2,971,000 2,854,000 8,883,000 8,700,000
Cost of equipment sales 3,721,000 1,849,000 8,753,000 5,752,000
Cost of theatre receipts and other 976,000 962,000 2,529,000 2,462,000
---------- --------- ---------- ----------
Total operating expenses 7,668,000 5,665,000 20,165,000 16,914,000
---------- --------- ---------- ----------
Gross profit from operations 4,579,000 3,976,000 12,706,000 11,967,000
General and administrative expenses 3,370,000 2,896,000 9,442,000 9,210,000
---------- --------- ---------- ----------
1,209,000 1,080,000 3,264,000 2,757,000
Interest income 52,000 31,000 95,000 124,000
Interest expense (638,000) (600,000) (1,764,000) (1,689,000)
Other income(expense) (19,000) 21,000 (97,000) 70,000
---------- --------- ---------- ----------
Income before income taxes 604,000 532,000 1,498,000 1,262,000
---------- --------- ---------- ----------
Provision for income taxes:
Current 218,000 213,000 521,000 501,000
Deferred 36,000 10,000 108,000 29,000
---------- --------- ---------- ----------
254,000 223,000 629,000 530,000
---------- --------- ---------- ----------
Net income $ 350,000 $ 309,000 $ 869,000 $ 732,000
========== ========= ========== ==========
Earnings per share:
Primary $ 0.27 $ 0.24 $ 0.68 $ 0.58
Fully diluted $ 0.25 $ 0.23 $ 0.64 $ *
Average common and common equivalent
shares outstanding:
Primary 1,291,000 1,258,000 1,283,000 1,258,000
Fully diluted 1,674,000 1,644,000 1,674,000 *
Cash dividends per share:
Common stock $ 0.035 $ 0.035 $ 0.105 $ 0.105
Class B stock $ 0.0315 $ 0.0315 $ 0.0945 $ 0.0945
The accompanying notes are an integral part of these consolidated financial statements.
* Not dilutive
</TABLE>
3
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30 1996 1995
------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 869,000 $ 732,000
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,277,000 5,134,000
Net loss of joint venture 97,000 --
Deferred income taxes 44,000 531,000
Minority interest -- (8,000)
Changes in operating assets and liabilities:
Receivables (3,031,000) (1,386,000)
Unbilled receivables (1,632,000) --
Inventories 122,000 (307,000)
Prepaids and other current assets 228,000 (113,000)
Prepaids, intangibles and other (239,000) (82,000)
Accounts payable and accruals 1,632,000 117,000
Income taxes payable (81,000) 87,000
Deferred revenue and deposits (1,108,000) (796,000)
------------------------------------------------------------------------------------------
Net cash provided by operating activities 2,178,000 3,909,000
------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of rental equipment (5,531,000) (4,112,000)
Purchases of property, plant and equipment (882,000) (1,389,000)
Payments for an acquisition -- (3,178,000)
Proceeds from acquisition note receivable -- 658,000
Sale of assets -- 209,000
Proceeds from (investment in) joint venture 345,000 (1,304,000)
Loan to joint venture (941,000) --
Purchases of securities -- (494,000)
Proceeds from sale of securities -- 1,582,000
------------------------------------------------------------------------------------------
Net cash (used in) investing activities (7,009,000) (8,028,000)
------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt 5,700,000 4,275,000
Repayment of long-term debt (1,352,000) (3,206,000)
Proceeds from short-term borrowings -- 1,300,000
Proceeds from exercise of stock options 4,000 36,000
Purchase of treasury stock (1,000) (1,000)
Cash dividends (131,000) (128,000)
------------------------------------------------------------------------------------------
Net cash provided by financing activities 4,220,000 2,276,000
------------------------------------------------------------------------------------------
Net (decrease) in cash and cash equivalents (611,000) (1,843,000)
Cash and cash equivalents at beginning of year 665,000 2,335,000
------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 54,000 $ 492,000
==========================================================================================
Interest paid $ 1,452,000 $ 1,366,000
Interest received 101,000 132,000
Income taxes paid 542,000 376,000
------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
4
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
Note 1 - Basis of Presentation
Financial information included herein is unaudited, however, such
information reflects all adjustments which are, in the opinion of
management, necessary for the fair presentation of the consolidated
financial statements for the interim periods. The results for the
interim periods are not necessarily indicative of the results to be
expected for the full year. Certain reclassifications have been
made to prior year's amounts to conform to the current year's
format. It is suggested that the September 30, 1996 consolidated
financial statements be read in conjunction with the consolidated
financial statements and notes included in the Company's Annual
Report and Form 10-K for the year ended December 31, 1995.
The Company adopted the provisions of Statement of Financial
Accounting Standards No. 121, "Accounting for Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of" in the
first quarter of 1996. In accordance with the standard, the
Company evaluates the carrying value of its long-lived assets and
identifiable intangibles, including goodwill, when events or
changes in circumstances indicate that the carrying amount of such
assets may not be recoverable. The adoption of the standard does
not have any effect on the Company's consolidated financial
position or results of operations.
The Company adopted the provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" in the first quarter of 1996. As provided for in the
standard, the Company continues to apply Accounting Principals
Board Opinion No. 25, "Accounting for Stock Issued to Employees"
and related interpretations for employee stock compensation
measurement and will disclose the required pro forma information in
the 1996 Form 10-K.
Note 2 - Accounting for Income Taxes
The effective tax rate at September 30, 1996 was 42%. There was no
change in the valuation allowance during the nine months ended
September 30, 1996.
5
<PAGE>
Note 3 - Prepaids, Intangibles and Other
Prepaid, intangibles and other consists of the following:
September 30 December 31
1996 1995
------------ -----------
Prepaids and other $1,048,000 $1,005,000
Deferred debenture expense 193,000 206,000
Deferred financing costs 421,000 480,000
Acquisition costs 92,000 96,000
Deposits and advances 76,000 68,000
Patents 275,000 323,000
Goodwill and noncompete agreement 1,003,000 1,105,000
Investment in joint ventures 128,000 506,000
Long-term portion of officers'
and employees' loans 404,000 292,000
---------- ----------
$3,640,000 $4,081,000
========== ==========
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Nine Months Ended September 30, 1996 Compared to Nine Months Ended
September 30, 1995.
The Company's total revenues for the nine months ended September
30, 1996 increased 13.8% to $32.9 million versus $28.9 million for
the same period in the previous year. Revenues from equipment
rentals and maintenance decreased from $16.5 million in 1995 to
$16.3 million in 1996, or 1.4%, primarily due to the expected
decline in revenues from the outdoor lease and maintenance bases
previously acquired, although the decline is at a slower rate than
originally anticipated. This decline in revenues was partially
offset by an increase in new indoor and outdoor display rentals and
maintenance contracts. Revenues from equipment sales increased
44.7% or $4.1 million in 1996, primarily due to increased sales of
outdoor displays as a result of the acquisition of Integrated
Systems Engineering, Inc. ("ISE") in January 1995 and certain
significant sales which are being recognized on the percentage of
completion basis. Revenues from theatre receipts and other
increased by $124,000 or 3.9% in 1996, primarily attributable to
increased concession sales at the theatres.
Cost of equipment rentals and maintenance increased by $183,000 or
2.1%, primarily due to operating expenses of the indoor displays.
The cost of equipment rentals and maintenance represented 54.6% of
related revenues in 1996 compared to 52.7% in 1995. Cost of
equipment sales increased by $3 million to $8.8 million in 1996 or
52.2%, primarily due to increased sales of outdoor displays and
certain significant sales, which due to the size of the orders have
lower gross profit margins. The cost of equipment sales
represented 65.9% of related revenues in 1996 compared to 62.7% in
6
<PAGE>
1995. The cost of theatre receipts and other increased $67,000 or
2.7%, which was proportional to the increase in theatre revenues.
The cost of theatre receipts and other represented 76.1% and 77.0%
of related revenues in 1996 and 1995, respectively.
General and administrative expenses increased by $232,000 or 2.5%,
primarily due to expanded sales efforts and increased payroll and
benefits costs, partially offset by the favorable adjustment of
previously accrued expenses.
Interest income decreased by $29,000, primarily attributable to
reduced investments. Interest expense increased by $75,000,
primarily due to increased bank borrowing for general corporate
purposes on the revolving credit line.
Other expense of $97,000 in 1996 relates to the loss incurred by
the theatre joint venture, MetroLux Theatres, which includes start
up costs. Other income of $70,000 in 1995 was largely due to the
sale of a theatre property in New Mexico.
The effective tax rate at September 30, 1996 and 1995 was 42.0%.
Three Months Ended September 30, 1996 Compared to Three Months
Ended September 30, 1995.
Total revenues for the three months ended September 30, 1996
increased 27.0% to $12.2 million versus $9.6 million in the
previous year. Revenues from equipment rentals and maintenance
remained level at $5.3 million in 1996 and 1995. Revenues from
equipment sales increased 84.1% or $2.6 million, primarily due to
increased sales of outdoor displays as a result of the acquisition
of ISE and certain significant sales, which are being recognized on
the percentage of completion basis. Revenues from theatre receipts
and other increased 1.2% or $16,000.
Cost of equipment rentals and maintenance increased by $117,000 or
4.1%, primarily due to increased operating expenses of the indoor
displays. The cost of equipment rentals and maintenance repre-
sented 55.5% of related revenues in 1996 compared to 53.7% in 1995.
Cost of equipment sales increased by $1.9 million to $3.7 million
in 1996 or 101.2%, primarily due to certain significant sales,
which due to the size of the orders have lower gross profit
margins. The cost of equipment sales represented 66.5% of related
revenues in 1996 and 60.8% in 1995. The cost of theatre receipts
and other increased 1.5% or $14,000. The cost of theatre receipts
and other represented 75.0% and 74.9% of related revenues in 1996
and 1995, respectively.
General and administrative expenses increased by $474,000 or 16.4%,
primarily due to expanded sales efforts and increased payroll and
benefits costs.
7
<PAGE>
Interest income increased by $21,000, primarily due to the loan to
MetroLux Theatres. Interest expense increased by $38,000 or 6.3%,
primarily due to increased bank borrowing on the revolving credit
line.
Other expense of $19,000 in 1996 relates to the loss incurred by
the theatre joint venture, MetroLux Theatres.
Accounting Standards
The Company adopted the provisions of Statement of Financial
Accounting Standards No. 121, "Accounting for Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of" in the
first quarter of 1996. In accordance with the standard, the
Company evaluates the carrying value of its long-lived assets and
identifiable intangibles, including goodwill, when events or
changes in circumstances indicate that the carrying amount of such
assets may not be recoverable. The adoption of the standard did
not have any effect on the Company's consolidated financial
position or results of operations.
The Company also adopted the provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" in the first quarter of 1996. As provided for in the
standard, the Company continues to apply Accounting Principals
Board Opinion No. 25, "Accounting for Stock Issued to Employees"
and related interpretations for employee stock compensation
measurement and will disclose the required pro forma information in
the 1996 Form 10-K.
Liquidity and Capital Resources
- -------------------------------
On November 4, 1996, the Company filed a preliminary registration
statement with the Securities and Exchange Commission relating to
a proposed public offering of $25 million Convertible Subordinated
Notes due 2006. Southcoast Capital Corporation will manage the
Offering. The proceeds from the Offering will be used to finance
the expansion of the Company's leased display equipment base,
expand sales, marketing and product development efforts, to repay
certain indebtedness and for general corporate purposes. The
Company may also use a portion of the proceeds for acquisitions and
the development of additional theatres. The Company will expense
the deferred financing costs of approximately $115,000 associated
with its 9% Convertible Subordinated Debentures which it expects to
call upon completion of the Offering.
The Revolving Credit and Term Loan was increased to $7 million from
$4 million and extended to June 1998 in the second quarter of 1996.
In the third quarter, the Revolving Credit and Term Loan was
increased by a $3 million discretionary line of credit which
expires January 1997. At September 30, 1996, $6.2 million was
outstanding.
8
<PAGE>
Cash and cash equivalents for the nine months ended September 30,
1996 decreased by $611,000 in 1996 and $1.8 million in 1995. The
decrease in 1996 is primarily attributable to cash utilized for
investment in rental equipment, an increase in accounts receivable
which was attributable to the timing of large equipment sales,
unbilled receivables and a decrease in deferred revenue and
deposits which was primarily due to the timing of recording the
revenues versus billings and the loan to the theatre joint venture,
MetroLux Theatres. The decrease in cash and cash equivalents in
1995 was largely attributable to the cash utilized to acquire ISE,
repayment of long-term debt and the investment in MetroLux
Theatres.
The Company believes that cash generated from operations together
with the anticipated net proceeds of the Offering will be
sufficient to fund its anticipated further cash requirements.
The regular quarterly cash dividend for the third quarter of 1996
of $.035 per share on the Company's Common Stock and $.0315 per
share on the Company's Class B Stock was declared by the Board of
Directors on September 19, 1996, payable to stockholders of record
as of October 4, 1996 and was paid October 18, 1996.
Part II - Other Information
---------------------------
Item 6. Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) Exhibits
10.1 Second Amendment Agreement to the Credit
Agreement with First Union Bank of
Connecticut.
10.2 Amended 1989 Non-Employee Director Stock
Option Plan.
11 Computation of Earnings Per Share.
27 Financial Data Schedule, which is
submitted electronically to the
Securities and Exchange Commission for
information only and not filed.
(b) No reports on Form 8-K were filed during the
quarter covered by this report.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
TRANS-LUX CORPORATION
---------------------
(registrant)
Date: November 12, 1996
/s/ Angela D. Toppi
_______________________________
by: Angela D. Toppi
Senior Vice President and
Chief Financial Officer
/s/ Robert A. Carroll
_______________________________
by: Robert A. Carroll
Chief Accounting Officer
10
<PAGE>
SECOND AMENDMENT AGREEMENT
--------------------------
AGREEMENT, dated as of August 26, 1996, among TRANS-LUX
CORPORATION, a Delaware corporation, TRANS-LUX CONSULTING
CORPORATION, a Delaware corporation, TRANS-LUX SIGN CORPORATION, a
Delaware corporation, TRANS-LUX MONTEZUMA CORPORATION, a New
Mexico corporation, INTEGRATED SYSTEMS ENGINEERING, INC., a Utah
corporation, the GUARANTORS, and FIRST UNION BANK OF CONNECTICUT
(formerly known as First Fidelity Bank), a Connecticut banking
corporation.
Background
----------
A. Capitalized terms not otherwise defined shall have the
meanings ascribed to them in the Credit Agreement dated as of
August 28, 1995, between Trans-Lux Corporation, Trans-Lux
Consulting Corporation, Trans-Lux Sign Corporation, Trans-Lux
Montezuma Corporation, Integrated Systems Engineering, Inc., and
First Union Bank of Connecticut (as amended, modified or
supplemented from time to time, the "Credit Agreement").
B. The Borrowers have requested that the Lender extend to
TLX a discretionary line of credit facility in the original
principal amount of $3,000,000.
C. The Lender has agreed to the Borrowers' request subject
to the terms and conditions of this Agreement.
Agreement
---------
In consideration of the Background, which is incorporated by
reference, the parties, intending to be legally bound, agree as
follows:
1. Modifications. All the terms and provisions of the
-------------
Credit Agreement and the other Loan Documents shall remain in full
force and effect except as follows:
(a) The definition of "Loans" contained in Annex A to
the Credit Agreement, is deleted and the following is substituted
therefor:
"Loans" shall mean Loan A, Loan B, Loan C and Loan D.
-----
<PAGE>
(b) The definition of "Notes" contained in Annex A to
the Credit Agreement is deleted and the following is substituted
therefor:
"Notes" Shall mean Note A, Note B, Note C and Note D.
-----
(c) The following is added as subsection (d) to Schedule
--------
"1.2" of the Credit Agreement and current subsections (d) - (g)
-----
are relettered accordingly:
(d) Loan D. (i) TLX shall pay interest on the
------
outstanding balance of Loan D at an annual interest rate
equal to two hundred basis points (2.00%) above USD-
LIBOR-BBA, as more fully set forth in subsection (g)
below.
(ii) Unless sooner paid, TLX shall pay to
Lender all outstanding indebtedness under Loan D on the
Loan D Termination Date.
(d) The following is added as Section 4 to Schedule
--------
"1.3" of the Credit Agreement:
-----
4. Loan D: Fund certain expenses of TLX
under the New York Mercantile Exchange and the Chicago
Board of Trade contracts to which TLX is a party and for
general working capital purposes.
(e) The following is added as Section VI to Annex B of
-------
the Credit Agreement:
VI. LOAN D. The following shall be express
------
conditions precedent to Lender's extension of Loan D to
TLX:
(a) Second Amendment Agreement. The Second
--------------------------
Amendment Agreement dated as of August 23, 1996, duly
executed by the parties thereto.
(b) Note D. Duly executed Note D to the order of
------
Lender.
(c) Mortgage Modification Agreements. Agreements
--------------------------------
modifying the mortgages and deeds of trust to Lender to
secure the Obligations, duly executed, witnessed and
notarized.
(d) Secretary's Certificate. A certificate of the
-----------------------
Secretary or an Assistant Secretary of each Borrower and
Guarantor certifying (A) the resolutions adopted by the
2
<PAGE>
Board of Directors of each Borrower and Guarantor
approving each Loan Document with respect to Loan D, (B)
all documents evidencing other necessary corporate
action by Borrowers and Guarantors and required
governmental and third party approvals with respect to
each such Loan Document, (C) the names and true
signatures of the authorized officers of the Borrowers
and the Guarantors, and (D) the Articles of
Incorporation and Bylaws originally delivered in
connection with the Credit Agreement remain in full
force and effect and have not been amended, modified,
rescinded or otherwise abrogated.
(e) Legal Opinion. An opinion of counsel to
-------------
Borrowers and Guarantors which shall include an opinion
as to enforceability of the Loan Documents with respect
to Loan D under Connecticut law and such other matters
incident to the transactions contemplated hereby as
Lender may reasonably require.
(f) The following is added as subsection (a)(iv) to
Schedule "1.1" of the Credit Agreement:
--------------
(iv) Loan D. (A) Upon and subject to the terms of
------
the Credit Agreement, Lender agrees to make Loan D to
TLX on the Loan D Closing Date, in an aggregate
principal amount at any time not to exceed $3,000,000.
So long as a Default or an Event of Default does not
then exist, TLX may borrow, repay and reborrow amounts
under Loan D. Loan D shall be evidenced by Note D dated
the Loan D Closing Date.
(B) TLX shall notify Lender of its request for
a borrowing under Loan D as provided in subsection (C)
below and, subject to subsection (C) below, on the date
specified for such borrowing, Lender, in its sole and
absolute discretion, shall make available the amount of
such borrowing in immediately available funds for the
account of TLX.
(C) Each request for a borrowing under Loan D,
shall be in a minimum amount of $10,000, or any multiple
thereof, and shall be given in writing (by facsimile,
hand delivery or U.S Mail) by TLX to Lender at the
address set forth in Section 10.10 of the Credit
-------------
Agreement no later than 1:00 p.m. (Hartford,
Connecticut time) on the Business Day of the proposed
requested borrowing. Each such request for a borrowing
(a "Request for Borrowing") shall be substantially in
---------------------
the form of Exhibit D-1 hereto and Lender shall be
-----------
entitled to rely upon and shall be fully protected under
the Credit Agreement in relying upon any Request for
Borrowing believed by Lender to be genuine and to assume
that the persons executing and delivering the same were
fully authorized unless a responsible individual acting
3
<PAGE>
thereon for Lender shall have actual knowledge to the
contrary.
(D) In the event that the outstanding balance
of Loan D shall, at any time, exceed the amount of
$3,000,000, TLX agrees to immediately repay Loan D in
the amount of such excess; notwithstanding the
foregoing, such excess balance shall nevertheless
constitute obligations that are secured by the
Collateral and entitled to all of the benefits thereof
and of the Loan Documents and shall be evidenced by Note
D.
(E) TLX shall have the right at any time on 30
days' prior written notice to Lender to voluntarily
terminate Loan D (in whole but not in part), without
premium or penalty. Upon such termination, TLX's right
to receive borrowings under Loan D shall simultaneously
terminate and on the date of such termination TLX shall
pay Lender, in immediately available funds, all
indebtedness outstanding under Note D.
(g) The following definitions are added to Annex A of
the Credit Agreement in the appropriate alphabetical order:
"Loan D" shall mean the discretionary line of
------
credit facility extended by Lender to TLX in the
original principal amount of $3,000,000, evidenced by
Note D.
"Loan D Closing Date" shall mean August 26, 1996.
-------------------
"Loan D Termination Date" shall mean January 31,
-----------------------
1997.
"Note D" shall mean the Promissory Note in the
------
original principal amount of $3,000,000, in the form of
the attached Exhibit "A-4".
-------------
(h) Exhibits "A-4" and "D-1" attached hereto are deemed
attached to the Credit Agreement as Exhibit "A-4" and
"D-1".
(i) Section 7.01 of the Credit Agreement is deleted and
the following is substituted therefor:
7.01 Duration. Unless Lender exercises its rights
--------
under Sections 8.01 and 8.2 hereof, the Obligations
shall become immediately due and payable in full, in
cash, as follows:
Loan A: the Term Loan Maturity Date
Loan B: the Term Loan Maturity Date
4
<PAGE>
Loan C: the Loan C Commitment Termination
Date
Loan D: the Loan D Termination Date
(j) The following is added as Section 4 to Schedule "A"
of the Guaranties:
4. $3,000,000 discretionary loan facility extended
to TLX.
2. Conditions to Effectiveness. This Agreement shall not be
---------------------------
effective until such date as the Lender shall have received the
following, all in form, scope and content acceptable to the Lender
in its sole discretion:
(a) Amendment Agreement. This Agreement duly executed
-------------------
by the parties hereto;
(b) Real Estate Documents. Mortgage Modification
---------------------
Agreements with respect to each of the mortgages or deeds of trust
granted to secure the Obligations; and
(c) Other. Such other agreements and instruments as the
-----
Lender shall reasonably require.
3. Reaffirmation By Borrowers. The Borrowers acknowledge
--------------------------
and agree, and reaffirm, that each is legally, validly and
enforceably indebted to the Lender under the Notes without
defense, counterclaim or offset, and that each is legally, validly
and enforceably liable to the Lender for all costs and expenses of
collection and reasonable attorneys' fees as and to the extent
provided in this Agreement, the Credit Agreement, the Notes and
the other Loan Documents. The Borrowers hereby restate and agree
to be bound by all covenants contained in the Credit Agreement and
the other Loan Documents and hereby reaffirm that all of the
representations and warranties contained in the Credit Agreement
and the other Loan Documents remain true and correct in all
material respects with the exception that the financial statements
described therein are deemed true as of the date made. The
Borrowers represent that except as set forth in the Credit
Agreement and the other Loan Documents, there are not pending, or
to each Borrower's knowledge threatened, legal proceedings to
which the Borrowers or any of the Guarantors is a party, which
materially or adversely affect the transactions contemplated by
this Agreement or the ability of the Borrowers or any of the
Guarantors to conduct its business on a consolidated basis. The
Borrowers and each of the Guarantors acknowledge and represent
that the resolutions of each dated July 27, 1995, remain in full
force and effect and have not been amended, modified, rescinded or
otherwise abrogated.
4. Reaffirmation by Guarantors. Each of the Guarantors
---------------------------
acknowledges that each is legally and validly indebted to the
Lender under the Guaranty of each without defense, counterclaim or
offset. Each of the Guarantors affirm that the Guaranty of each
5
<PAGE>
remains in full force and effect and acknowledges that the
Guaranty of each encompasses the indebtedness of each of the
Loans, including, without limitation, Loan D.
5. Other Representations By Borrowers and Guarantors. The
-------------------------------------------------
Borrowers and the Guarantors each represent and confirm that (a)
no Default or Event of Default has occurred and is continuing and
Lender has not given its consent to or waived any Default or Event
of Default and (b) the Credit Agreement and the other Loan
Documents are in full force and effect and enforceable against the
Borrowers and the Guarantors in accordance with the terms thereof.
The Borrowers and the Guarantors each represent and confirm that
as of the date hereof, each has no claim or defense (and the
Borrowers and the Guarantors each hereby waive every claim and
defense as of the date hereof) against Lender arising out of or
relating to the Credit Agreement and the other Loan Documents or
the making, administration or enforcement of the Loans and the
remedies provided for under the Loan Documents.
6. No Waiver By Lender. The Borrowers and the Guarantors
-------------------
each acknowledge that (a) by the execution by each of this
Agreement, the Lender is not waiving any Default, whether now
existing or hereafter occurring, disclosed or undisclosed, by the
Borrowers under the Loan Documents and (b) the Lender reserves all
rights and remedies available to it under the Loan Documents and
otherwise.
6
<PAGE>
The parties have executed this Agreement as of the date first
written above.
BORROWERS:
TRANS-LUX CORPORATION
/s/ Victor Liss
By . . . . . . . . . . . . . . .
Victor Liss
Title: President
/s/ Angela Toppi
By . . . . . . . . . . . . . . .
Angela Toppi
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX CONSULTING
CORPORATION
/s/ Victor Liss
By . . . . . . . . . . . . . . .
Victor Liss
Title: President
/s/ Angela Toppi
By . . . . . . . . . . . . . . .
Angela Toppi
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX SIGN CORPORATION
/s/ Victor Liss
By . . . . . . . . . . . . . . .
Victor Liss
Title: President
/s/ Angela Toppi
By . . . . . . . . . . . . . . .
Angela Toppi
Title: Senior Vice President and
Chief Financial Officer
<PAGE>
TRANS-LUX MONTEZUMA
CORPORATION
/s/ Victor Liss
By . . . . . . . . . . . . . . .
Victor Liss
Title: President
/s/ Angela Toppi
By . . . . . . . . . . . . . . .
Angela Toppi
Title: Senior Vice President and
Chief Financial Officer
INTEGRATED SYSTEMS
ENGINEERING, INC.
/s/ Victor Liss
By . . . . . . . . . . . . . . .
Victor Liss
Title: President
/s/ Angela Toppi
By . . . . . . . . . . . . . . .
Angela Toppi
Title: Senior Vice President and
Chief Financial Officer
GUARANTORS:
TRANS-LUX SIGN CORPORATION
TRANS-LUX CONSULTING CORPORATION
SAUNDERS REALTY CORPORATION
TRANS-LUX CANADA, LTD.
TRANS-LUX COCTEAU CORPORATION
TRANS-LUX COLORADO CORPORATION
TRANS-LUX CREDIT TERMINAL
CORPORATION
TRANS-LUX DURANGO CORPORATION
TRANS-LUX EXPERIENCE CORPORATION
TRANS-LUX HIGH FIVE CORPORATION
<PAGE>
TRANS-LUX INVESTMENT CORPORATION
TRANS-LUX LOMA CORPORATION
TRANS-LUX MONTEZUMA CORPORATION
TRANS-LUX MULTIMEDIA CORPORATION
TRANS-LUX PENNSYLVANIA
CORPORATION
TRANS-LUX SEAPORT CORPORATION
TRANS-LUX SERVICE CORPORATION
TRANS-LUX SOUTHWEST CORPORATION
TRANS-LUX STORYTELLER CORPORATION
TRANS-LUX SYNDICATED PROGRAMS
CORPORATION
TRANS-LUX TAOS CORPORATION
TRANS-LUX THEATRES CORPORATION
TRANS-LUX YUCCA CORPORATION
TRANS-LUX LOVELAND CORPORATION
INTEGRATED SYSTEMS ENGINEERING,
INC.
TRANS-LUX PTY, LTD
/s/ Victor Liss
By . . . . . . . . . . . . . . .
Victor Liss
Title: President
/s/ Angela Toppi
By . . . . . . . . . . . . . . .
Angela Toppi
Title: Senior Vice President and
Chief Financial Officer
LENDER:
FIRST UNION BANK OF
CONNECTICUT
/s/ Anne S. Wilson
By . . . . . . . . . . . . . . .
Anne S. Wilson
Title: Vice President
<PAGE>
TRANS-LUX CORPORATION
1989 Non-Employee Director Stock Option Plan
(As Amended at the Board of Directors Meeting
held September l9, l996 and Effective November l, l996)
1. Purpose: The purpose of this Plan is to enable the
Corporation to attract and keep non-employee persons of requisite
business experience to serve on the Board of Directors of the
Corporation by offering them an opportunity to participate in the
growth and development of the Corporation through stock ownership,
and to thereby provide additional incentive for them to promote
the success of the business.
2. Stock Subject to the Plan: The shares of stock to be
offered pursuant to this Plan shall be shares of the Corporation's
authorized common capital stock, and may be unissued shares or
reacquired shares. The aggregate number of shares which may be
delivered upon exercise of all options granted under the Plan
shall not be more than 30,000* shares, subject to adjustment as
provided in the Plan. Shares subject to but not delivered under
any option terminating or expiring for any reason prior to the
exercise thereof by the optionee in full shall be deemed available
for options thereafter granted during the continuance of the Plan.
3. Administration of the Plan: The Compensation Committee
of the Board of Directors (hereinafter called "Committee"),
subject to the provisions of the Plan, shall have plenary
authority in its sole discretion to interpret the Plan; and to
prescribe, amend, and rescind rules and regulations relating to
it.
4. Non-Employee Directors to Whom Options May be Granted:
Subject to the terms and conditions set forth herein, the
Corporation:
(a) hereby grants to each Non-Employee Director who is a
member of the Board on the Effective Date of this Plan, options to
purchase shares based on the following schedule of Years of
Service (as of the Effective Date) which each such person has
served as a member of the Board.
Years of Service No. of Options (Cumulative)
---------------- --------------
Less than 5 500
5 or more 1,000
10 or more 1,500
20 or more 2,500
----------
* Increase approved at Board of Directors Meeting September 19,
l996.
<PAGE>
(b) shall grant to each Non-Employee Director who
receives an option hereunder an option to purchase additional
shares based on the following schedule of Years of Service which
each such person has served as a member of the Board after the
Effective Date.
Years of Service No. of Options (Non-Cumulative)
---------------- --------------
5th full year 500
10th full year 500
20th full year 1,000
(c) shall grant to each Non-Employee Director who is
hereafter elected to the Board an option to purchase 500 shares on
the date of election to the Board. Such persons shall also be
entitled to the grant of options in accordance with (b) above.
For purposes hereof, Year of Service shall mean a calendar
year or aggregate portions thereof during which a Director is a
Non-Employee Director. A Non- Employee Director shall mean a
person who is or becomes a Director of the Corporation and is not
an employee of the Corporation.
(d) shall grant to each Non-Employee Director additional
options to purchase additional shares in an amount equal to (i)
the number of options granted under Section 4(a) (x) which have
previously expired, on the effective date of this amendment to the
Plan, or (y) which hereafter expire, on the date of expiration of
such option, and (ii) which were heretofore exercised or hereafter
are exercised, on the later to occur of (x) four (4) years from
the date of grant, (y) the date of exercise of such exercised
option or (z) the effective date of this amendment to the Plan.
5. Option Price: The purchase price of the shares of common
stock which shall be covered by each option shall be 100% of the
fair market value of such shares as of the date of the granting of
the option. Such fair market value shall be deemed to be the mean
of the high and low prices of the common stock of this Corporation
as quoted on a national securities exchange(s) on the day on which
the option shall be granted and such option by its terms shall not
be exercisable after the expiration of six (6) years from the date
such option is granted.
6. Duration of Options: The duration of each option shall
be not more than six (6) years from the date of the granting
thereof, but may be for a lesser term as shall be fixed by the
Board of Directors, but shall be subject to earlier termination as
hereinfter provided.
2
<PAGE>
7. Exercise of Options: An option when and after it becomes
exercisable may be exercised at any time, or from time to time
during its term as to any part of or all of the shares which shall
be optioned, provided, however, that:
(a) an option may not be exercised as to less than 100
shares at any one time (or the remaining shares then purchasable
under the option if the same be less than 100 shares);
(b) the purchase price of the shares as to which an
option shall be exercised shall be paid in full in cash and/or by
delivery of common stock of the Corporation valued at the fair
market value of such common stock as determined in paragraph 5 on
the date of exercise;
(c) each option shall be subject to the following
additional conditions precedent and restrictions thereon with
respect to its exercise:
(i) Each Non-Employee Director to whom an option is
granted under the Plan must remain as a Director of the
Corporation for one year from the date the option is granted or
such shorter period as permitted by the Committee before he shall
have the right to exercise any part thereof. Thereafter all or
any part of the shares covered by each option may be purchased at
any time or from time to time during the option period, provided,
however, that no option may be exercised unless the optionee is at
the time of such exercise a Director of the Corporation.
(ii) No option shall be transferable by an optionee
otherwise than by Will or by the laws of descent and distribution
and is exercisable during optionee's lifetime only by the
optionee.
(iii) Each optionee shall agree that optionee will
purchase the optioned shares for investment and not with any
present intention to resell the shares.
(iv) No shares acquired on exercise of options may
in any event be sold or otherwise disposed of for value within six
(6) months of the date of grant of the options whether or not the
shares are registered under the Securities Act of l933 except on a
sale to the Corporation in accordance with Rule l6b-3(d) and (e).
8. Limitations on Participation:
(a) If an optionee shall cease to be a Director of the
Corporation for any reason (other than death or disability), he
may, but only within the 90 days next succeeding such cessation of
directorship, exercise his option to the extent that he was
entitled to exercise it at the date of such cessation, unless he
was removed for cause by the stockholders. If an optionee shall
be removed for cause, his option shall terminate on the date of
3
<PAGE>
such removal and he shall forfeit any and all rights which may
have accrued prior thereto. All options to the extent not
exercisable on the date of cessation of directorship shall be
forfeited.
(b) In the event of death of an optionee while a Director
of the Corporation, the option theretofore granted to him shall be
exercisable only within nine months next following the date of his
death by the person or persons to whom the optionee's rights under
the option shall pass by the optionee's Will or the laws of
descent and distribution, or within six months after the date of
the appointment of an administrator or executor of the estate of
such optionee, whichever date shall sooner occur, and then only if
and to the extent that he was entitled to exercise it at the date
of his death, provided, however, that he shall be deemed to be so
entitled even if such death shall have taken place prior to the
expiration of one year from the date of the granting of the
option, anything in this Plan to the contrary notwithstanding.
(c) In the event that an optionee becomes permanently and
totally disabled and resigns as a Director, the optionee may, but
only within one year next succeeding the day of the commencement
of such disability, exercise his option to the extent that he was
entitled to exercise his option, but in no event after the
expiration of the option. For this purpose, an optionee shall be
considered permanently and totally disabled if he is unable to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve months.
An optionee shall not be considered to be permanently and totally
disabled unless he furnishes proof of the existence thereof in
such form and manner, and at such times, as the Committee may
require. The Committee's determination of whether the optionee is
permanently and totally disabled shall be final and absolute, and
shall not be subject to question by the optionee, a representative
of the optionee, or the Corporation.
9. Adjustments Upon Changes in Capitalization: In the event
of changes in the outstanding common stock of the Corporation by
reason of stock dividends, split-ups, recapitalizations, mergers,
consolidations, combinations, or exchanges of shares, separations,
reorganizations, or liquidations, the number and class of shares
availble under the Plan and the aggregate and the maximum number
of shares as to which options may be granted to any Non-Employee
Director shall be correspondingly adjusted by the Committee. No
adjustment shall be made in the minimum number of shares which may
be purchased at any time.
10. Effectiveness of the Plan: The Plan shall become
effective on such date as the Board of Directors shall determine,
but only after:
(a) if not previously listed, the shares of the common
stock reserved for the Plan shall have been duly listed, upon
official notice of issuance, upon the national exchange whereon
4
<PAGE>
they are traded and registered under the Securities Exchange Act
of 1934, as amended; and
(b) the Board of Directors shall have been advised by
counsel that all applicable legal requirements have been complied
with.
Notwithstanding the foregoing, if all conditions are satisfied or
inapplicable, the Effective Date for purposes of paragraph 4 shall
be the date of adoption by the Board of Directors.
11. Time of Granting Options: Whenever a director is
eligible under paragraph 4 for the receipt of an option, the
Corporation shall forthwith send notice thereof to the designee.
The date of eligibility shall be the date of granting the option
to such participant for all purposes of this Plan. The notice
shall be in the form of a Grant approved by the Board of Directors
of this Corporation.
12. Termination and Amendment of the Plan: The Plan shall
terminate on December 31, 1999, and an option shall not be granted
under the Plan after that date. The Board of Directors may at any
time, or from time to time, modify or amend the Plan including the
form of option agreement, in such respects as it shall deem
advisable in order that options shall conform to any change in the
law, or in any other respects.
By Order of the Board of Directors
TRANS-LUX CORPORATION
5
<PAGE>
<PAGE>
<TABLE>
TRANS-LUX CORPORATION & SUBSIDIARIES EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
-------------------- --------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary:
--------
Net income $350,000 $309,000 $869,000 $732,000
========= ========= ========= =========
Average common shares outstanding 1,260,000 1,251,000 1,256,000 1,249,000
Assumes exercise of options reduced by
the number of shares which could have
been purchased with the proceeds from
exercise of such options 31,000 7,000 27,000 9,000
--------- --------- --------- ---------
Average common and common equivalent
shares outstanding 1,291,000 1,258,000 1,283,000 1,258,000
========= ========= ========= =========
Primary earnings per share $0.27 $0.24 $0.68 $0.58
========= ========= ========= =========
Fully diluted:
--------------
Net income $350,000 $309,000 $869,000 *
Add after tax interest expense applicable
to 9% convertible subordinated debentures 64,000 65,000 195,000
--------- --------- ---------
Adjusted net income $414,000 $374,000 $1,064,000
========= ========= =========
Average common shares outstanding 1,260,000 1,251,000 1,256,000
Assumes exercise of options reduced by
the number of shares which could have
been purchased with the proceeds from
exercise of such options 35,000 9,000 36,000
Assumes conversion of 9% convertible
subordinated debentures 379,000 384,000 382,000
--------- --------- ---------
Average common and common equivalent
shares outstanding 1,674,000 1,644,000 1,674,000
========= ========= =========
Fully diluted earnings per share $0.25 $0.23 $0.64
========= ========= =========
* Fully diluted earnings per share are not presented for the nine months
ended September 30, 1995 as the effect is not dilutive.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF
INCOME FILED AS PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 54
<SECURITIES> 586
<RECEIVABLES> 7,066
<ALLOWANCES> 0
<INVENTORY> 1,778
<CURRENT-ASSETS> 9,816
<PP&E> 74,369
<DEPRECIATION> 26,940
<TOTAL-ASSETS> 63,045
<CURRENT-LIABILITIES> 8,305
<BONDS> 5,868
<COMMON> 2,740
0
0
<OTHER-SE> 19,568
<TOTAL-LIABILITY-AND-EQUITY> 63,045
<SALES> 13,276
<TOTAL-REVENUES> 32,871
<CGS> 8,753
<TOTAL-COSTS> 20,165
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,764
<INCOME-PRETAX> 1,498
<INCOME-TAX> 629
<INCOME-CONTINUING> 869
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 869
<EPS-PRIMARY> .68
<EPS-DILUTED> .64
</TABLE>
