UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1995
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
(203) 853-4321
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- ------------------------------------------
Common Stock, $1.00 par value American Stock Exchange
9% Convertible Subordinated
Debentures due 2005 American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
CONTINUED
<PAGE>
TRANS-LUX CORPORATION
1995 10-K Cover Page Continued
The aggregate market value of the voting stock (based upon the closing price
on the American Stock Exchange) held by non-affiliates of the registrant on
March 27, 1996 (based on the last sale price on the American Stock Exchange
as of such date) was $8,688,663. (The value of a share of Common Stock is
used as the value for a share of Class B Stock, as there is no established
market for Class B Stock which is convertible into Common Stock on a share-
for-share basis.)
As of the close of business on March 27, 1996, there were outstanding,
949,657 shares of the registrant's Common Stock and 304,137 shares of its
Class B Stock.
DOCUMENTS INCORPORATED BY REFERENCE:
There is incorporated by reference in Part III, Items 10-13 of this Annual
Report on Form 10-K the information contained in the registrant's proxy
statement for its Annual Meeting of Stockholders to be held June 20, 1996,
which will be filed with the Securities and Exchange Commission within 120
days of the registrant's December 31, 1995 fiscal year end.
<PAGE>
TRANS-LUX CORPORATION
1995 Form 10-K Annual Report
Table of Contents
PART I
Page
ITEM 1. Business 1
ITEM 2. Properties 5
ITEM 3. Legal Proceedings 6
ITEM 4. Submission of Matters to a Vote of Security
Holders 6
PART II
ITEM 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 6
ITEM 6. Selected Financial Data 7
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
ITEM 8. Financial Statements and Supplementary Data 10
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 20
Part III
ITEM 10. Directors and Executive Officers of the
Registrant 20
ITEM 11. Executive Compensation 21
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management 21
ITEM 13. Certain Relationships and Related Transactions 21
Part IV
ITEM 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 21
Signatures 25
<PAGE>
PART I
ITEM 1. BUSINESS
Unless the context otherwise requires, the term "Company" as
used herein means Trans-Lux Corporation and its subsidiaries.
The Company is principally engaged in two core lines of business.
The Communications Division designs, produces, leases, sells and
services large-scale monochrome and multi-color real-time
electronic information displays for both indoor and outdoor use.
The Entertainment and Real Estate Division consists primarily of
a chain of motion picture theatres in the Southwestern United
States and real estate used for both corporate and income-
producing purposes in the United States and Canada.
COMMUNICATIONS DIVISION
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Information Displays: Indoor The Company believes it is a
- -----------------------------
leader in the development, production, sale, lease and service of
large-scale monochrome and multi-color LED information displays.
The Company's high performance LED displays can be used to
communicate messages and information in a variety of applications
including real-time financial information and news, interest
rates and other product information to bank customers,
destination, baggage claim, arrival and departure information for
airport and other transportation facilities, news and sports
information, up-to-the-minute stock and commodity transactions,
racing and parimutuel information, casino wagering data,
advertising, theatre marquees and promotions. While the
securities industry continues to represent a significant portion
of its customer base, the Company has a strong presence in the
gaming industry and also markets its displays to such users as
banks, corporations, transportation facilities, the military,
racetracks, restaurants, pharmacies, hotels and convention
centers.
Most of the Company's displays include LED componentry and
sophisticated software. The Company's products offer a wide
range of state-of-the-art LED displays in various shapes, sizes
and colors. Certain of the displays are easily programmable with
a personal computer or keyboard and have a number of different
capabilities, including graphics and multi-color. Equipment
orders generally have a lead time of 30 to 90 days depending on
the type of equipment ordered and material availability.
Information Displays: Outdoor In January 1995, the Company
- ------------------------------
acquired all of the capital stock of Integrated Systems
Engineering, Inc. (ISE), an outdoor sign manufacturer of
electronic signs. This acquisition expands the Registrant's
outdoor signage capabilities. In August 1993, the Company
expanded its presence in the outdoor display market by acquiring
a portfolio of outdoor lease, maintenance and other contracts
from Indicator Maintenance Corporation. This acquisition
complemented the acquisition made in 1992 of a declining
portfolio of outdoor electric and electronic equipment displays
from American Electronic Displays, L.P., a Delaware limited
<PAGE>
partnership which had filed for protection under Chapter 11 of
the Bankruptcy Code. Both of these acquisitions have outdoor
displays using light bulb technology and are easily recognizable
as time and temperature signs, moving message displays on banks
and other building exteriors and scoreboards in sports stadiums.
The Company has developed and is marketing a full line of
outdoor displays using both LED and light bulb technology. These
information displays can be multi-colored and communicate a variety
of information. Displays are currently being used at military
air force bases, amusement parks, a comedy venue, highway bridges,
traffic displays, automobile dealerships, scoreboards at sports
stadiums and banks. The equipment generally has a lead time of 30
to 60 days depending on the type of equipment ordered and material
availability.
International The Company feels it is well positioned for
- -------------
expansion as the globalization of the world economy continues. It
is now active in Europe, Latin America, South America, Australia
and Asia. International installations are in geographic locations
which include South America, Europe and Asia. Sales to these
continents are accomplished through the Company's sales offices in
Canada and Australia, through sales personnel in the United States
and through international distributors.
Applications for the display products in the international
marketplace currently include stock and commodity exchanges and
trading rooms, OTB facilities, private clubs, banks, transportation
facilities and casinos. The equipment generally has lead times of
30 to 90 days depending on the type of equipment ordered and
material availability. Foreign revenues were less than 10% of
consolidated revenue in 1995 and 1993 and were approximately 15% in
1994.
Sales Order Backlog The amount of sales order backlog is
- -------------------
approximately $5.9 million and $2.9 million at December 31, 1995
and 1994, respectively. The December 31, 1995 backlog will be
recognized throughout 1996. These amounts do not include leases or
renewals of leases presently in-house.
PRODUCT DEVELOPMENT
- -------------------
The communications markets which the Company serves are
characterized by technological changes, and the Company's ability
to compete and operate successfully depends upon, among other
factors, its ability to anticipate and respond to such changes.
Product enhancement work continues in the LED field in several
areas. Enhancements regarding both indoor and outdoor LED products
include outdoor time & temperature displays and the progressive
meter and controller system for use in the gaming markets, which
received approval in Las Vegas and is currently in the approval
process in other jurisdictions. The Company continues to track
emerging technologies that can enhance its products. The Company's
products can be used where time sensitive data needs to be
communicated to groups of people. The packaging of the Company's
-2-
<PAGE>
products to specific markets and customers is part of the ongoing
development. In addition, a continuing effort is being expended on
the outdoor displays as the Registrant continues to upgrade outdoor
technology, such as scoreboards for use in sports stadiums.
The Company maintains a staff of 32 people who are responsible
for product enhancement, support and development in the large-scale
indoor and outdoor displays. This is supplemented by outside
independent engineering consulting organizations where required.
Engineering development expenditures charged to expense amounted to
$172,000, $238,000 and $108,000 in 1995, 1994 and 1993,
respectively.
CUSTOMERS AND MARKETING
- -----------------------
The Company's communications equipment is marketed principally
through 37 direct sales personnel. The Company also utilizes
distributors to market its displays. In addition to sales
personnel and distributors, the Company markets its communications
equipment through direct advertising in industry oriented
publications and direct marketing. The Company exhibits at
approximately 19 trade shows per year directed at specific
industries. The Company operates from approximately 65 sales
and/or service locations throughout the United States, Canada and
Australia.
The Company's equipment is both leased and sold. A majority
of the Communications Division's revenues are from equipment
rentals with current lease terms ranging from 30 days to ten years.
The Company's gross revenues in 1995 and 1994 did not include
any single customer that accounted for more than 10% of revenues.
During 1993 the Company recorded gross revenues of $4.3 million
from the Chicago Mercantile Exchange.
PRODUCTION AND PURCHASES
- ------------------------
The Company's production operations are located in Norwalk,
Connecticut, Logan, Utah, Mississauga, Ontario, Canada and New
South Wales, Australia consisting principally of the manufacturing,
assembly and testing of the units, materials and components used in
its electronic display equipment. The Company designs certain of
its materials to match components furnished by suppliers. If such
suppliers were unable to provide the Company with those components,
the Company would have to contract with other suppliers to obtain
replacement sources. Such replacement might result in engineering
design changes, as well as delays in obtaining such replacement
components. The Company does not acquire a material amount of
purchases directly from foreign suppliers, but components are
manufactured by foreign sources. The Company believes it maintains
suitable inventory and has contracts providing for the delivery of
sufficient quantities of such components to meet its needs. The
Company also believes that there presently are other qualified
vendors of these components.
-3-
<PAGE>
CUSTOMER SUPPORT AND PRODUCT SERVICE
- ------------------------------------
The Company furnishes installation and training to end users
and responds to inquiries regarding operating procedures, problems
and requests for service. When needed, field service personnel
based in regional and satellite service locations throughout the
United States, Australia and Canada are dispatched directly to the
customer's location. The Company also maintains a technical
services center in the Atlanta, Georgia area. The Company's field
service is augmented by various outside service companies in the
United States, Canada and overseas. The Company uses various third
party service agents to service and assist in the service of the
outdoor displays for reasons that include geographic area and
height of the displays. The Company does not believe there would
be any material adverse effect on its business, financial condition
or results of operation if these outside service companies were
unable to perform.
ENTERTAINMENT AND REAL ESTATE DIVISION
- --------------------------------------
During 1995, the Company, through a joint venture, opened the
MetroLux 12-plex theatre in Loveland, Colorado on owned land
adjacent to a main commercial thoroughfare. This brings the
Company's total current operations up to 29 screens in eight
locations in the Southwestern United States, which includes a five-
plex theatre in Durango, Colorado which opened in mid-1994. The
Company continues to evaluate investments in new theatres for
expansion.
The Company operates theatres primarily in small urban
markets. The Company's theatre revenues are generated from box
office admissions, theatre concessions, theatre rentals and other
sales. The Company believes that its admission prices are
competitive with admission prices of competing theatres. The major
film distributors generally release during the summer and holiday
seasons those films anticipated by them to be the most successful,
thus making the revenues seasonal.
The Company's real estate holdings include income-producing
properties in Norwalk, Connecticut, Torrance, California, Lebanon,
Pennsylvania, Norcross, Georgia, Santa Fe, New Mexico and
Mississauga, Ontario, Canada most of which are also used for
corporate purposes. The Company continues to consider other real
estate investments, in many cases, in locations that are directly
related to the Company's other operating divisions.
The Company is not currently operating any multimedia
entertainment venues, but continues to stay abreast of innovations
in this area of technology and continues to investigate new
opportunities.
-4-
<PAGE>
COMPETITION
- -----------
The Company's Communications Division competes with a number
of companies, both larger and smaller than itself, and with
products based on different forms of technology. In addition,
there are several companies whose current products utilize similar
technology and who possess the resources to develop competitive and
more sophisticated products in the future. The Company believes
that it is the largest supplier of large-scale stock and commodity
and gaming displays in the United States, as well as one of the
largest outdoor electronic signage service organizations in the
country. The Company's offer of short-term leases to customers and
its nationwide sales, service and installation capabilities are
major competitive advantages in the display business.
The Company believes that product quality and reliability, the
number of standard product features, ease of system operation,
customer service and lease terms are significant competitive
factors in the Company's communications markets. The Company's
continued emphasis on the production of LED equipment and light
bulb based outdoor displays which are energy efficient and
environmentally safe, demonstrate its desire to meet customer
needs. Management believes that its products compete favorably
with respect to these factors.
The Company's motion picture theatres are subject to varying
degrees of competition in the geographic area in which they
operate. In some areas, theatres operated by national circuits
compete with the Company's theatres. The Company's theatres also
face competition from all other forms of entertainment competing
for the public's leisure time and disposable income.
PATENTS AND TRADEMARKS
- ----------------------
The Company owns or licenses a number of patents and holds a
number of trademarks for its communications equipment and considers
such patents, trademarks and licenses important to its business.
EMPLOYEES
- ---------
The Company had approximately 504 employees as of February 29,
1996, less than 1% of whom are unionized. The Company believes its
employee relations are good.
ITEM 2. PROPERTIES
The Company owns the building and land located at 110 Richards
Avenue, Norwalk, Connecticut which facility is suitable and
adequate for the needs of its indoor display business and
production capacity. The land consists of approximately 12 acres,
five of which are occupied by the building and parking area. The
building contains approximately 102,000 square feet of which
approximately 14,000 square feet is currently leased to others.
The balance of the building is occupied by the Company and is used
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<PAGE>
as the Company's principal office as well as for its engineering,
production, assembly and repair of its products.
The Company owns the building and land in which its Canadian
subsidiary is located in Mississauga, Ontario, Canada, which is
suitable and adequate for the needs of its display business and
partially leased to others. The Company owns a building and land
in Torrance, California used as a sales and service facility and
partially leased to others. The Company owns the building and land
in Logan, Utah where outdoor displays are manufactured and includes
administrative and sales offices. The Company owns the building
and land in Norcross, Georgia used as the technical services center
for indoor and outdoor displays.
The Company owns the building and land in Santa Fe, New Mexico
which houses the Jean Cocteau theatre operated by the Company and
the balance of which is leased to others, a building and land in
Taos, New Mexico where it operates the Storyteller four-plex
theatre and a building and land in Durango, Colorado where it
operates the High Five five-plex theatre.
The Company also leases land in Lebanon, Pennsylvania on which
it has a motion picture theatre building, which is leased to a
third party. In addition, the Company leases five premises for
sales and service operations, leases four locations with motion
picture operations and an office for its Entertainment Division.
The aggregate rental expense was $238,000 for 1995, $267,000 in
1994 and $308,000 in 1993.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims which
arise in the ordinary course of its business. In the opinion of
management, the amount of ultimate liability with respect to those
actions will not have a material adverse affect on the consolidated
financial statements of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) The Company's Common Stock is traded on the American
Stock Exchange. Sales prices are set forth in (d) below.
(b) The Company has approximately 884 holders of record of
its Common Stock and approximately 73 holders of
record of its Class B Stock as of March 27, 1996.
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<PAGE>
(c) The Board of Directors approved four quarterly cash
dividends of $.035 per share for Common Stock
and $.0315 per share for Class B Stock during
1995. Management and the Board of Directors will
continue to review payment of the quarterly cash
dividends.
(d) The range of Common Share prices on the American Stock
Exchange are set forth in the following table:
High Low
1995
First Quarter $10 $8 7/8
Second Quarter 9 1/8 7 15/16
Third Quarter 9 1/4 7 13/16
Fourth Quarter 9 8
1994
First Quarter $ 9 5/8 $8 3/8
Second Quarter 10 1/8 8 3/4
Third Quarter 10 1/8 7 1/2
Fourth Quarter 9 3/8 7 1/4
ITEM 6. SELECTED FINANCIAL DATA
(a) Set forth below is selected consolidated financial data with
respect to the Company for the years ended December 31, 1995,
1994, 1993, 1992 and 1991 which were derived from the audited
consolidated financial statements of the Company and should be
read in conjunction with them.
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
==================================================================================================================
<S> <C> <C> <C> <C> <C>
Gross revenues $37,791,000 $33,742,000 $35,799,000 $24,130,000 $22,133,000
Net income 1,066,000 1,314,000(1) 489,000(2) 272,000 262,000
Earnings per share:
Primary $ 0.85 $ 1.04(1) $ 0.39(2) $ 0.22 $ 0.20
Fully diluted $ 0.81 $ 0.94(1) * * *
Cash dividends per share:
Common stock $ 0.14 $ 0.14 $ 0.125 $ 0.12 $ 0.12
Class B stock $0.126 $0.126 $0.1125 $0.108 $0.108
Shares outstanding at year end 1,254,000 1,248,000 1,248,000 1,250,000 1,249,000
Total assets $57,460,000 $53,307,000 $52,138,000 $50,826,000 $35,647,000
Long-term debt 22,495,000 19,693,000 21,156,000 20,723,000 11,222,000
Stockholders' equity 21,499,000 20,524,000 19,484,000 19,169,000 19,038,000
==================================================================================================================
<FN>
(1) 1994 reflects the positive impact of a settlement of a 1993 assessment of income taxes and related interest
expense incurred resulting from a 1986 state income tax audit of approximately $360,000 (see note 2 below).
(2) 1993 reflects the impact of the assessment of income taxes and related interest expense incurred
resulting from a 1986 state income tax audit of approximately $600,000.
*not dilutive
</TABLE>
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<PAGE>
(b) Set forth below is selected quarterly information for the
years ended December 31, 1995 and 1994:
<TABLE>
<CAPTION>
Quarter Ended (unaudited) March 31 June 30 September 30 December 31
===========================================================================================
<S> <C> <C> <C> <C>
1995
Gross revenues $9,379,000 $9,861,000 $9,641,000 $8,910,000
Gross profit 3,913,000 4,078,000 3,976,000 3,418,000
Income before income taxes 340,000 390,000 532,000 577,000
Net income 197,000 226,000 309,000 334,000
Earnings per share:
Primary $ 0.16 $ 0.18 $ 0.24 $ 0.27
Fully diluted * * $ 0.23 $ 0.24
Cash dividends per share:
Common stock $ 0.035 $ 0.035 $ 0.035 $ 0.035
Class B stock $0.0315 $0.0315 $0.0315 $0.0315
===========================================================================================
1994
Gross revenues $8,343,000 $8,006,000 $8,765,000 $8,628,000
Gross profit 3,424,000 3,485,000 3,534,000 3,886,000
Income before income taxes 677,000 (1) 375,000 437,000 575,000
Net income 554,000 (1) 216,000 241,000 303,000
Earnings per share:
Primary $ 0.44 (1) $ 0.17 $ 0.19 $ 0.24
Fully diluted $ 0.34 (1) $ 0.17 $ 0.18 $ 0.23
Cash dividends per share:
Common stock $ 0.035 $ 0.035 $ 0.035 $ 0.035
Class B stock $0.0315 $0.0315 $0.0315 $0.0315
===========================================================================================
<FN>
(1) The first quarter of 1994 reflects the positive impact of a settlement of a 1993
assessment of income taxes and related interest expense incurred resulting from a 1986 state income
tax audit of approximately $360,000.
*not dilutive
</TABLE>
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<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Gross revenues for the year ended 1995 were $37,791,000, an
increase of $4,049,000 or 12.0% compared to 1994, and a decrease
of $2,057,000 or 5.7% in 1994 from the previous year. Equipment
rentals and maintenance revenues decreased $447,000 or 2.1% during
1995, and increased $828,000 or 4.0% during 1994. The revenue
generated from the two separate acquisitions of lease base
portfolios of outdoor displays and maintenance contracts which
occurred in August 1993 and August 1992 contributed revenues of
$10,800,000 in 1995, $11,700,000 in 1994 and $8,100,000 in 1993.
Equipment sales increased 45.5% during 1995, compared to a
decrease of 28.0% during 1994. The increase in 1995 was largely
attributable to the revenue generated from the acquisition of
Integrated Systems Engineering, Inc. ("ISE"), an outdoor sign
manufacturer, in January 1995, which contributed $3.6 million in
revenues during 1995. Equipment sales revenues decreased in
1994 compared to 1993, primarily due to the Company recording the
largest single order in its history of $4.3 million from the
Chicago Mercantile Exchange in 1993.
Theatre receipts and other revenues increased by $630,000 in
1995 and $423,000 in 1994. The increase in 1995 in revenues and
related operating expenses is primarily due to a full year of
operations at the five-plex in Durango, Colorado which opened in
mid-1994. The increase in 1994 in revenues and related operating
expenses is primarily due to the opening of the theatre in
Durango, Colorado.
Gross profit, as a percentage of gross revenues, was 40.7% in
1995, compared to 42.5% and 39.8% in 1994 and 1993, respectively.
The decrease in 1995 compared to 1994 was primarily attributable
to the expected lower profit margin generated by ISE and the
volume mix of equipment rentals versus sales.
General and administrative expenses increased by $471,000 or
4.3% during 1995 and $821,000 or 8.0% during 1994. The increase
during 1995 was primarily due to the acquisition of ISE. The
increase during 1994 was partially due to the additional expenses
that were incurred in order to maintain the outdoor lease and
maintenance bases acquired.
Interest income decreased by $57,000 and $19,000 during 1995 and
1994, respectively. This is primarily attributable to reduced
investments, which were utilized for acquisitions. Interest
expense increased by $845,000 during 1995, compared to a decrease
of $1,157,000 during 1994. The increase in 1995 was primarily due
to additional debt incurred relative to the acquisition of ISE.
The decrease in 1994 was primarily due to the settlement of a 1993
assessment of interest resulting from a 1986 state income tax
audit, which when assessed in 1993 increased interest expense for
that year.
The other income of $92,000 in 1995 is largely due to the sale
of a theatre property in New Mexico.
The effective tax rate was 42.0% in 1995, 36.3% in 1994 and
70.6% in 1993. The increase in the effective tax rate for 1995
was due to a settlement of a 1986 state income tax audit in 1994,
which lowered the rate in 1994 and when assessed in 1993 increased
the effective tax rate for such year.
The Company will adopt 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. The anticipated effect of
adopting this new standard is not expected to have a material
effect on the Company's consolidated financial position or results
of operations.
The Company will adopt the provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (FAS 123) in the first quarter of 1996. The
Company, as provided for in FAS 123, will continue to apply
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" for employees stock compensation measurement,
and will disclose the required pro forma effect on net income and
earnings per share based on the fair value of the equity
instruments awarded.
LIQUIDITY AND CAPITAL RESOURCES
During 1995, the Board of Directors declared four quarterly cash
dividends of $.035 per share on the Company's Common Stock and
$.0315 per share on the Company's Class B Stock. The Board had
authorized an increase of 17% in the quarterly cash dividends in
1993 to its current level. During 1995, the stockholders approved
3 million shares of a new class of capital stock designated Class
A Stock, $1.00 par value. If and when a Certificate of Amendment
is filed formally authorizing such Class A Stock, it will have no
voting rights except as required by law and will receive a 10%
higher dividend than the Common Stock. Accordingly, until such
filing, no Class A Stock may be issued.
The current cash position of the Company continues to remain
satisfactory. The Company entered into a Credit Agreement in
August 1995 restructuring $15.6 million of indebtedness and a
$4 million line of credit with First Fidelity Bank. The
restructuring extended the terms to an average of 11 years at a
variable rate of interest of LIBOR plus 175 basis points.
Simultaneously, the Company entered into an interest rate swap for
three years at a fixed rate of 7.86% for $15.6 million of notional
value to mitigate the risk of the variable interest rate (See Note
9). The loans provide for certain covenants such as net worth,
capital expenditures, fixed charge coverage ratio and debt to
worth ratio. During 1994, the Company made an Offer to Exchange
$1,000 principal amount of its new 9 1/2 % subordinated debentures
due 2012 ("New Debentures") for each $1,000 principal amount of
its 9% convertible subordinated debentures due 2005 ("Old
Debentures"). The Company accepted $1,057,000 of Old Debentures
in exchange for $1,057,000 of New Debentures. Simultaneously with
the offer to exchange, the Company called for redemption of
approximately 39% of the Old Debentures at 101.125% and redeemed
$3,080,000 of the Old Debentures.
Cash and cash equivalents decreased by $1,670,000 in 1995
compared to an increase of $1,207,000 in 1994 and a decrease of
$52,000 in 1993. The decrease in 1995 is primarily attributable
to cash utilized to acquire ISE, repayment of its long-term debt
and an investment in a theatrical joint venture. This was offset
by an increase of $1.1 million in deferred revenue and deposits,
primarily due to prepayments of annual billings not yet recorded
as revenue. Inventories, prepaids and intangibles increased
primarily due to the acquisition of ISE. The Company feels that
its current cash position and working capital generated by operations
will adequately meet its current operating and financing requirements.
This is augmented by a $4 million line of credit accessible
through June 1997 of which $3,500,000 was available at December
31, 1995. The Company is continuing to consider various financing
alternatives. Although receivables increased at December 31,
1995, the Company continues to experience a favorable collection
cycle on its trade receivables. The Company is a guarantor of a
$3 million term loan to MetroLux Theatres, the theatrical joint
venture. The owner of the non-related general partner of the
joint venture has guaranteed their prorata portion of the
indebtedness to the Company.
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<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and supplementary financial
information are set forth below:
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31 1995 1994 1993
===============================================================================================
<S> <C> <C> <C>
GROSS REVENUES:
Equipment rentals and maintenance $21,205,000 $21,652,000 $20,824,000
Equipment sales 12,364,000 8,498,000 11,806,000
Theatre receipts and other 4,222,000 3,592,000 3,169,000
- -----------------------------------------------------------------------------------------------
37,791,000 33,742,000 35,799,000
- -----------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Cost of equipment rentals and maintenance 11,358,000 11,929,000 11,249,000
Cost of equipment sales 7,863,000 4,620,000 7,648,000
Cost of theatre receipts and other 3,185,000 2,864,000 2,657,000
- -----------------------------------------------------------------------------------------------
22,406,000 19,413,000 21,554,000
- -----------------------------------------------------------------------------------------------
GROSS PROFIT FROM OPERATIONS 15,385,000 14,329,000 14,245,000
General and administrative expenses 11,494,000 11,023,000 10,202,000
- -----------------------------------------------------------------------------------------------
3,891,000 3,306,000 4,043,000
Interest income 147,000 204,000 223,000
Interest expense (2,291,000) (1,446,000) (2,603,000)
Other income 92,000 -- --
- -----------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 1,839,000 2,064,000 1,663,000
- -----------------------------------------------------------------------------------------------
Provision for income taxes:
Current 576,000 407,000 231,000
Deferred 197,000 343,000 943,000
- -----------------------------------------------------------------------------------------------
773,000 750,000 1,174,000
- -----------------------------------------------------------------------------------------------
NET INCOME $ 1,066,000 $ 1,314,000 $ 489,000
- -----------------------------------------------------------------------------------------------
Earnings per share:
Primary $0.85 $1.04 $0.39
Fully diluted $0.81 $0.94 *
- -----------------------------------------------------------------------------------------------
Average common and common equivalent shares outstanding:
Primary 1,259,000 1,260,000 1,249,000
Fully diluted 1,643,000 1,943,000 --
===============================================================================================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
* not dilutive
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
December 31 1995 1994
=======================================================================================================
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 665,000 $ 2,335,000
Available-for-sale securities 576,000 1,603,000
Receivables 2,403,000 1,403,000
Inventories 1,900,000 517,000
Prepaids and other current assets 466,000 104,000
Current deferred taxes - 192,000
-----------------------------------------------------------------------------------------------------
Total current assets 6,010,000 6,154,000
-----------------------------------------------------------------------------------------------------
Rental equipment 47,043,000 43,807,000
Less accumulated depreciation 16,265,000 14,154,000
-----------------------------------------------------------------------------------------------------
30,778,000 29,653,000
-----------------------------------------------------------------------------------------------------
Property, plant and equipment 20,913,000 18,313,000
Less accumulated depreciation and amortization 5,921,000 5,070,000
-----------------------------------------------------------------------------------------------------
14,992,000 13,243,000
Prepaids, intangibles and other 4,081,000 2,295,000
Maintenance contracts, net 1,599,000 1,962,000
-----------------------------------------------------------------------------------------------------
$57,460,000 $53,307,000
=======================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accruals $ 4,804,000 $ 5,379,000
Income taxes payable 136,000 198,000
Short-term borrowings 500,000 -
Current portion of long-term debt 1,804,000 2,660,000
-----------------------------------------------------------------------------------------------------
Total current liabilities 7,244,000 8,237,000
-----------------------------------------------------------------------------------------------------
Long-term debt:
9% convertible subordinated debentures due 2005 4,874,000 4,874,000
9 1/2% subordinated debentures due 2012 1,057,000 1,057,000
Notes payable 16,564,000 13,762,000
-----------------------------------------------------------------------------------------------------
22,495,000 19,693,000
Deferred revenue and deposits 2,621,000 1,550,000
Deferred income taxes 3,600,000 3,282,000
Minority interest 1,000 21,000
-----------------------------------------------------------------------------------------------------
Stockholders' equity:
Capital stock
Preferred--$1 par value - 500,000 shares authorized
Common--$1 par value - 4,000,000 shares authorized
2,436,268 shares issued in 1995 and 2,435,046 in 1994 2,436,000 2,435,000
Class B--$1 par value - 2,000,000 shares authorized
304,137 shares issued in 1995 and 305,359 in 1994 304,000 305,000
Additional paid-in capital 13,806,000 13,809,000
Retained earnings 16,888,000 15,993,000
Other (71,000) (107,000)
-----------------------------------------------------------------------------------------------------
33,363,000 32,435,000
Less treasury stock--at cost--1,488,837 shares in 1995 and 1,492,581 in
1994 (excludes additional 304,137 shares held in 1995 and 305,359
in 1994 for conversion of Class B stock) 11,864,000 11,911,000
-----------------------------------------------------------------------------------------------------
Total stockholders' equity 21,499,000 20,524,000
-----------------------------------------------------------------------------------------------------
$57,460,000 $53,307,000
=======================================================================================================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31 1995 1994 1993
================================================================================================================
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,066,000 $ 1,314,000 $ 489,000
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 6,901,000 6,513,000 6,342,000
Deferred income taxes 475,000 (188,000) 1,022,000
Current deferred taxes 192,000 230,000 (31,000)
Minority interest (20,000) 20,000 --
Changes in operating assets and liabilities:
Receivables (595,000) 1,062,000 454,000
Inventories (361,000) (3,000) 73,000
Prepaids and other current assets (309,000) 42,000 226,000
Prepaids, intangibles and other (78,000) (85,000) (256,000)
Accounts payable and accruals (1,675,000) 370,000 1,409,000
Income taxes payable (62,000) (48,000) 96,000
Deferred revenue and deposits 1,071,000 1,002,000 (2,315,000)
- ----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 6,605,000 10,229,000 7,509,000
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of rental equipment (5,932,000) (5,276,000) (2,972,000)
Purchases of property, plant and equipment (1,749,000) (3,187,000) (915,000)
Payments for acquisitions (3,178,000) -- (3,274,000)
Proceeds from acquisition note receivable 658,000 -- --
Sale of assets 221,000 52,000 --
Investment in joint venture (480,000) (12,000) --
Purchases of securities (494,000) (3,470,000) (1,110,000)
Proceeds from sales of securities 1,582,000 3,978,000 1,088,000
- ----------------------------------------------------------------------------------------------------------------
Net cash (used in) investing activities (9,372,000) (7,915,000) (7,183,000)
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt 4,379,000 4,308,000 2,400,000
Repayment of long-term debt (3,655,000) (2,163,000) (2,604,000)
Proceeds from short-term borrowings 500,000 -- --
Redemption of Company's 9% convertible subordinated debentures -- (3,080,000) --
Proceeds from exercise of stock options and stock award 45,000 -- --
Purchase of treasury stock (1,000) (1,000) (21,000)
Cash dividends (171,000) (171,000) (153,000)
- ----------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 1,097,000 (1,107,000) (378,000)
- ----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (1,670,000) 1,207,000 (52,000)
Cash and cash equivalents at beginning of year 2,335,000 1,128,000 1,180,000
- ----------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 665,000 $ 2,335,000 $ 1,128,000
================================================================================================================
Interest paid $ 1,851,000 $ 2,135,000 $ 1,767,000
Interest received 176,000 214,000 228,000
Income taxes paid 661,000 756,000 140,000
================================================================================================================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
-12-
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation: The consolidated financial
statements include the accounts of Trans-Lux Corporation and its
majority-owned subsidiaries (the "Company"). Investment in a 50%
owned joint venture, MetroLux Theatres, is reflected under the
equity method.
Cash equivalents: The Company considers all highly liquid
investments with a maturity of three months or less when
purchased to be cash equivalents.
Available-for-sale securities: Avaliable-for-sale securities
consists of U.S. Treasury Notes and common and preferred stock
holdings and are stated at fair value.
Inventories: Inventories are stated at the lower of cost
(first-in, first-out method) or market value.
Rental equipment and property, plant and equipment: These
assets are stated at cost and are being depreciated over their
respective useful lives using straight line or 150% declining
balance methods. Leaseholds and improvements are amortized over
the lesser of the useful life or term of the lease. The estimated
useful lives are as follows:
- ----------------------------------------------------------------------
Rental equipment 5 to 15 years
Buildings and improvements 10 to 45 years
Machinery, fixtures and theatre equipment 4 to 15 years
Leaseholds and improvements 2 to 12 years
- ----------------------------------------------------------------------
When rental equipment and property, plant and equipment are fully
depreciated, retired or otherwise disposed of, the cost and accu-
mulated depreciation are eliminated from the accounts.
Maintenance contracts: These assets are stated at cost and are
being amortized over their economic lives of eight to 15 years
using an accelerated method.
Rental income from leasing of equipment and revenue from
maintenance contracts are recognized as they accrue during the
term of the respective agreement. The Company recognizes revenues
on certain significant contracts using the percentage of
completion method. Income is recognized based on the percentage
of incurred costs to the estimated total costs.
Taxes on income: Effective January 1, 1993 the Company adopted
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes". Under this Standard, deferred tax assets and
liabilities are determined based on the difference between
financial statement and tax basis of assets and liabilities using
enacted tax rates in effect for the year in which the differences
are expected to reverse.
Earnings per share: Primary earnings per share of Common and
Class B shares are based on the weighted average number of Common
and Class B shares and common stock equivalents outstanding
computed by the "treasury stock" method. Fully diluted earnings
per share assumes conversion of dilutive convertible debentures
and the assumed exercise of all common stock equivalents.
Long-lived assets: The Company will adopt 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. The anticipated
effect of adopting this new standard is not expected to have a
material effect on the Company's consolidated financial position
or results of operations.
Stock-based compensation: The Company will adopt the provisions
of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-based Compensation" (FAS 123) in the first
quarter of 1996. The Company, as provided for in FAS 123, will
continue to apply Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" for employees stock
compensation measurement, and will disclose the required pro forma
effect on net income and earnings per share based on the fair
value of the equity instruments awarded.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Certain reclassifications have been made to prior years' amounts
to conform to the current year's format.
2. AVAILABLE-FOR-SALE SECURITIES
Avaliable-for-sale securities are carried at estimated fair values
and the unrealized holding losses are excluded from earnings
and are reported net of income taxes in a separate component
of stockholders' equity until realized. Adjustments of $71,000 and $107,000
were made to equity to reflect the net unrealized losses on available-for-sale
securities as of December 31, 1995 and 1994, respectively.
Available-for-sale securities consist of the following as of
December 31, 1995 and 1994.
<TABLE>
<CAPTION>
1995 1994
---------------------------- ----------------------------
Fair Value Unrealized Loss Fair Value Unrealized Loss
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Equity securities $576,000 $71,000 $ 610,000 $104,000
U.S. Treasury securities - - 993,000 3,000
-------- -------- -------- --------
$576,000 $71,000 $1,603,000 $107,000
======== ======= ========= ========
</TABLE>
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
1995 1994
- ----------------------------------------------------------------------
<S> <C> <C>
Raw materials and spare parts $1,191,000 $498,000
Work-in-process 181,000 -
Finished goods 528,000 19,000
---------- ----------
$1,900,000 $517,000
- ----------------------------------------------------------------------
</TABLE>
-13-
<PAGE>
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------
<S> <C> <C>
Land, buildings and improvements $14,767,000 $13,521,000
Machinery, fixtures and equipment 5,129,000 3,785,000
Leaseholds and improvements 1,017,000 1,007,000
----------------------------
$20,913,000 $18,313,000
- -----------------------------------------------------------------------
</TABLE>
Land, buildings and equipment having a net book value of $12,292,000 and
$8,049,000 at December 31, 1995 and 1994, respectively, were
pledged as collateral under borrowing agreements.
5. PREPAIDS, INTANGIBLES AND OTHER
Prepaids, intangibles and other consists of the following:
<TABLE>
<CAPTION>
1995 1994
- -------------------------------------------------------------------------
<S> <C> <C>
Prepaids and other $1,005,000 $1,145,000
Deferred debenture expense 206,000 168,000
Deferred financing costs 480,000 287,000
Acquisition costs 96,000 100,000
Deposits and advances 68,000 89,000
Long-term note receivable - 218,000
Patents 323,000 -
Goodwill and noncompete agreement 1,105,000 -
Investment in joint ventures 506,000 38,000
Long-term portion of officers'
and employees' loans 292,000 250,000
------------------------
$4,081,000 $2,295,000
- -------------------------------------------------------------------------
</TABLE>
Deferred debenture expense represents costs attributable to the 9%
convertible subordinated debenture issue and the 9 1/2% subordinated
debenture issue being amortized over the respective lives of the issues
on a straight line basis, and are net of accumulated amortization of
$670,000 and $652,000, at December 31, 1995 and 1994, respectively.
Deferred financing costs represent costs attributable to financing
agreements being amortized over the lives of the agreements on a straight
line basis, and are net of accumulated amortization of $349,000 and
$182,000 at December 31, 1995 and 1994, respectively. Acquisition
costs represent the purchase price attributable to intangibles being
amortized over 30 years on a straight line basis, and are net of
accumulated amortization of $53,000 and $49,000 at December 31, 1995
and 1994, respectively. Patents represent costs attributable to
engineering and design costs of outdoor products being amortized over
14 years on a straight line basis, and is net of accumulated
amortization of $64,000 at December 31, 1995. Goodwill and noncompete
agreement costs are attributable to the purchase costs associated with
the acquisition of ISE in January 1995. (See Note 7-Acquisitions.)
Goodwill is being amortized over 20 years on a straight line basis, and
is net of accumulated amortization of $35,000 at December 31, 1995.
The noncompete agreement is being amortized over five years on a
straight line basis, the term of the agreement, and is net of
accumulated amortization of $96,000 at December 31, 1995. Impairment
of intangibles and their associated useful lives are evaluated
quarterly based on recoverability of unamortized balances from expected
future cash flows on an undiscounted basis. The investment in joint
ventures is primarily an investment in MetroLux Theatres, a 12-plex
theatre located in Loveland, Colorado.
6. MAINTENANCE CONTRACTS
Maintenance contracts represent the present value of contracts the
Company has with customers to service their outdoor display equipment,
which were acquired during 1993. (See Note 7- Acquisitions.) These
contracts are being amortized over 15 years, on an accelerated method,
which contemplates contract expiration, fall out and non-renewals, and
are net of accumulated amortization of $1,049,000 and $686,000 at
December 31, 1995 and 1994, respectively.
7. ACQUISITIONS
During January 1995, the Company acquired all of the capital stock
of Integrated Systems Engineering, Inc. ("ISE"), which manufactures
outdoor electronic signs, for a cash purchase price of
approximately $2.7 million plus payment of noncompete and
consulting fees. The payments for the acquisition are shown in
the Consolidated Statements of Cash Flows net of $1.9 million of
liabilities assumed.
The acquisition has been accounted for using the purchase method
of accounting. The purchase price has been allocated on the basis
of the fair value of the assets acquired and liabilities assumed.
Assets include land, building, machinery and equipment, accounts
receivable, inventory and patents. The excess of the purchase
price over the fair value of the net assets acquired has been
recorded as goodwill. Pro forma results of operations as if the
acquisition had occurred as of January 1, 1995 are not presented,
as the amounts are not materially different from those presented.
The following pro forma financial information should be read in
conjunction with the Company's consolidated financial statements.
The 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 occured 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. The results
of operations have been included in the Company's consolidated
financial statements since the date of acquisition. The pro forma
consolidated balance sheet is not presented as the transaction is
already reflected in the Company's consolidated balance sheet at
December 31, 1995.
Unaudited 1994
- -----------------------------------------------------------------
Gross revenues $38,284,000
-----------
Gross profit from operations $17,046,000
-----------
Net income $ 1,439,000
-----------
Earnings per share-primary $1.14
-----------
Earnings per share-fully diluted $1.00
- -----------------------------------------------------------------
During 1993 the Company, through its subsidiary Trans-Lux Sign
Corporation, purchased certain assets and liabilities of Indicator
Maintenance Corporation for an aggregate cash price of
approximately $3.2 million. The assets acquired included a
portfolio of leased outdoor electronic signs, a maintenance base
and other contracts.
The acquisition has been accounted for using the purchase method
of accounting. The purchase price has been allocated on the basis
of the fair value of the assets which approximates the acquisition
cost.
The following pro forma financial information should be read in
conjunction with the Company's consolidated financial statements.
The 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 occured on January 1, 1993,
or to project the Company's results of operations or financial
position for any future period or at any future date. The results
of operations have been included in the Company's consolidated
financial statements since the date of acquisition.
-14-
<PAGE>
Unaudited 1993
- -----------------------------------------------------------------
Gross revenues $39,035,000
-----------
Gross profit from operations $14,752,000
-----------
Net income $ 505,000
-----------
Earnings per share $0.40
- -----------------------------------------------------------------
8. TAXES ON INCOME
The components of income tax expense are as follows:
<TABLE>
<CAPTION>
Years ended December 31 1995 1994 1993
_____________________________________________________________________________________
<S> <C> <C> <C>
Current:
Federal $490,000 $229,000 $ 76,000
State 86,000 150,000 155,000
Foreign - 28,000 -
---------- ----------- -----------
576,000 407,000 231,000
Deferred:
Federal 157,000 311,000 391,000
State 40,000 - 552,000
Foreign - 32,000 -
---------- ----------- -----------
197,000 343,000 943,000
---------- ----------- -----------
Total income tax expense $773,000 $750,000 $1,174,000
_____________________________________________________________________________________
</TABLE>
1994 includes the favorable state tax settlement, which assessment was recorded
in 1993.
Income taxes provided differed from the expected federal statutory rate of
34% as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal income tax rate 34.0% 34.0% 34.0%
State income taxes, net of federal benefit 4.5 8.1 28.1
Benefit of NOL - (6.4) 7.3
Other 3.5 0.6 1.2
---------- ----------- -----------
Effective income tax rate 42.0% 36.3% 70.6%
- -------------------------------------------------------------------------------------
</TABLE>
The tax effect of temporary differences giving rise to the Company's
deferred tax provision are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Depreciation and amortization $ 49,000 $180,000 $(96,000)
Pension actuarial gain (14,000) (30,000) 20,000
Supplemental retirement plan (15,000) (143,000) 7,000
State income taxes 27,000 478,000 211,000
Impact of NOL 191,000 61,000 801,000
AMT credit (25,000) (235,000) -
Other (16,000) 32,000 -
---------- ----------- -----------
Net deferred tax provision $197,000 $343,000 $943,000
- -------------------------------------------------------------------------------------
</TABLE>
The tax effects of the items comprising the net deferred tax asset and liability
at December 31, 1995 and 1994 in the Company's statement of financial position
are as follows:
<TABLE>
<CAPTION>
1995 1994
- -------------------------------------------------------------------------------------
<S> <C> <C>
Current asset
Deferred tax asset:
Operating loss carryforwards - $ 192,000
Valuation allowance - -
----------- -----------
Net deferred tax asset - 192,000
- -------------------------------------------------------------------------------------
Long-term liability
Deferred tax asset:
Operating loss carryforwards $ 175,000 $ 82,000
Excess financial reporting depreciation
and amortization over tax depreciation
and amortization 331,000 259,000
Acquisition costs not deducted
for tax purposes 84,000 84,000
Net pension costs not deducted
for tax purposes 52,000 36,000
Supplemental retirement plan costs
not deducted for tax purposes 61,000 44,000
Tax credit carryforwards 397,000 337,000
Unrealized holding losses not deducted
for tax purposes 58,000 87,000
Bad debt expense not deducted
for tax purposes 37,000 -
Valuation allowance (232,000) (402,000)
----------- -----------
963,000 527,000
----------- -----------
Deferred tax liability:
Excess tax depreciation over
financial reporting depreciation 3,328,000 2,715,000
Gain on purchases of Company's
9% debentures not reported
for tax purposes 439,000 439,000
Net pension benefit not reported
for tax purposes 373,000 373,000
Foreign exchange gain not reported
for tax purposes 31,000 32,000
State income taxes 392,000 250,000
----------- -----------
4,563,000 3,809,000
----------- -----------
Net deferred tax liability $3,600,000 $3,282,000
- -------------------------------------------------------------------------------------
</TABLE>
The valuation allowance changed by $170,000 for the
year ended December 31, 1995. The valuation allowance
has been established for the amount of deferred tax assets
which management estimates will more likely than not
expire unused.
-15-
<PAGE>
9. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
1995 1994
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
9% convertible subordinated debentures
due 2005 $4,874,000 $4,874,000
9 1/2% subordinated debentures
due 2012 1,057,000 1,057,000
Loan and security agreement--bank, secured,
due in quarterly installments through 1998 - 9,855,000
Line of credit and security agreement--
bank, secured - 2,989,000
Note payable--banks, secured, due
in monthly installments through 1998 - 538,000
IRB note payable--banks, secured, due in
quarterly installments through 1997 - 733,000
Term loans--bank, secured, due in
quarterly installments through 2002 15,177,000 -
Loan payable--CDA, due in monthly
installments through 2002 at 5.0% 517,000 -
Real estate mortgages--secured,
due in monthly and quarterly installments
through 2015 2,597,000 2,206,000
Capital lease obligation--secured, due in monthly
installments through 1999 at 9.5% 77,000 101,000
-----------------------------
24,299,000 22,353,000
Less portion due within one year 1,804,000 2,660,000
-----------------------------
$22,495,000 $19,693,000
- --------------------------------------------------------------------------------------------------
</TABLE>
Payments of long-term debt due for the next five years are:
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000
- -----------------------------------------------------------------------
<C> <C> <C> <C> <C>
$1,804,000 $1,817,000 $2,660,000 $1,792,000 $2,696,000
- -----------------------------------------------------------------------
</TABLE>
During 1985, the Company issued $15 million of 9% convertible
subordinated debentures due 2005. These debentures are redeemable
at the option of the Company at declining premiums. An annual
sinking fund requirement of $1,125,000 was to commence December 1,
1995; however, at its option, the Company is depositing with the
Trustee debentures that have been repurchased and receive a credit
against such required payments. The debentures are redeemable at
the option of the Company at par. The debentures are currently
convertible into shares of the Company's Common Stock at a
conversion price of $12.70 per share.
During 1994 the Company made an Offer to Exchange $1,000
principal amount of its new 9 1/2% subordinated debentures due
2012 ("New Debentures") for each $1,000 principal amount of its 9%
convertible subordinated debentures due 2005 ("Old Debentures").
The New Debentures pay an interest rate of 9 1/2%, mature in 2012,
are not callable until 1999, and are not convertible into
Common Stock. The Company accepted $1,057,000 of Old Debentures
in exchange for $1,057,000 of New Debentures. The New Debentures
are redeemable at the option of the Company at declining premiums.
An annual sinking fund requirement of $105,700 will commence
December 1, 2009. Simultaneously with the offer to exchange, the
Company called for the redemption of approximately 39% of the Old
Debentures at 101.125% on December 1, 1994 and redeemed $3,080,000
of the Old Debentures. The Company entered into a Line of Credit
and Security Agreement for $3,000,000 to finance such redemption.
The line of credit was converted to a five-year term note on
January 27, 1995 with an interest rate of 9.04% through January
27, 1998 and at prime plus 1/2% thereafter. This loan was part of
the restructuring in August 1995.
The Company entered into a Credit Agreement with First Fidelity
Bank in August 1995 restructuring its indebtedness of $15,581,000
and a $4,000,000 line of credit. The restructuring extends the
terms to an average of 11 years at a variable rate of interest of
LIBOR plus 175 basis points (7.688% at December 31, 1995).
Simultaneously, the Company entered into interest rate swap
agreements to reduce the impact of changes in interest rates on
its floating rate long-term debt. At December 31, 1995, the
Company had outstanding two interest rate swap agreements with a
commercial bank, having a notional value of $15,177,000. The
resulting gain or loss on the swaps is included in interest
expense. The agreements effectively change the Company's interest
rate exposure on its $7,867,000 floating rate installment note due
quarterly through October 2002 to a fixed rate of 7.86% and its
$7,310,000 floating rate installment note due quarterly through
July 2002 to a fixed rate of 7.86%. The notional value of the
interest rate swap agreements are reduced quarterly with the
installment payments on the notes and mature July 1, 1998. The
aggregate cost to terminate the interest rate swap agreements at
December 31, 1995 was $389,000. The Company is subject to credit
loss in the event of nonperformance by other parties to the
interest rate swap agreements. However, the Company does not
anticipate nonperformance by the counterparties.
The $4 million line of credit is at a variable rate of interest of
LIBOR plus 200 basis points (7.867% at December 31, 1995) and is
available until June 1997. At December 31, 1995, the Company had
$3.5 million available under such agreement.
The Company has a first mortgage on a four-plex theatre in Taos,
New Mexico at an interest rate of prime plus 1% (9.5% at December
31, 1995) with a balloon payment of $837,000 in 1998, and a first
mortgage on a five-plex theatre in Durango, Colorado at an
interest rate of prime plus 1%, capped at 9%, with a balloon
payment of $920,000 in 2000.
The fair value of the 9% convertible subordinated debentures and
the 9 1/2% subordinated debentures are $5,166,000 and $1,046,000,
respectively at December 31, 1995. The fair value of the
remaining long-term debt approximates the carrying value.
The theatrical joint venture, MetroLux Theatres, entered into an
agreement to borrow $3,000,000 for the land and construction of
the 12-plex theatre located in Loveland, Colorado. The Company is
the guarantor of the entire indebtedness. However, the owner of
the non-related general partner of the joint venture has
guaranteed their prorata portion of the indebtedness to the
Company.
-16-
<PAGE>
10. STOCKHOLDERS' EQUITY
Changes in capital stock, additional paid-in capital, treasury stock and
retained earnings for the three years ended December 31, 1995
are as follows:
<TABLE>
<CAPTION>
Common Stock Class B Additional Retained
--------------------- --------------------- Paid-in Treasury Earnings
Shares Amount Shares Amount Capital Stock and Other
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1992 2,420,201 $2,420,000 319,811 $320,000 $13,804,000 $(11,889,000) $14,514,000
Net income -- -- -- -- -- -- 489,000
Cash dividends -- -- -- -- -- -- (153,000)
Common stock acquired (2,311 shares) -- -- -- -- -- (21,000) --
Class B conversion to common stock 13,264 13,000 (13,264) (13,000) -- -- --
----------------------------------------------------------------------------------------
Balance December 31, 1993 2,433,465 2,433,000 306,547 307,000 13,804,000 (11,910,000) 14,850,000
Net income -- -- -- -- -- -- 1,314,000
Cash dividends -- -- -- -- -- -- (171,000)
9% debentures conversion 393 1,000 -- -- 5,000 -- --
Unrealized holding losses -- -- -- -- -- -- (107,000)
Common stock acquired (131 shares) -- -- -- -- -- (1,000) --
Class B conversion to common stock 1,188 1,000 (1,188) (2,000) -- -- --
----------------------------------------------------------------------------------------
Balance December 31, 1994 2,435,046 2,435,000 305,359 305,000 13,809,000 (11,911,000) 15,886,000
Net income -- -- -- -- -- -- 1,066,000
Cash dividends -- -- -- -- -- -- (171,000)
Unrealized holding gain -- -- -- -- -- -- 36,000
Exercise of stock options -- -- -- -- (4,000) 40,000 --
Common stock acquired (56 shares) -- -- -- -- -- (1,000) --
Common stock award -- -- -- -- 1,000 8,000 --
Class B conversion to common stock 1,222 1,000 (1,222) (1,000) -- -- --
----------------------------------------------------------------------------------------
Balance December 31, 1995 2,436,268 $2,436,000 304,137 $304,000 $13,806,000 $(11,864,000) $16,817,000
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
During 1995, the Board of Directors declared four quarterly cash
dividends of $.035 per share on the Company's Common Stock and
$.0315 per share on the Company's Class B Stock, which were paid
in April, July and October 1995 and January 1996. During 1993 the
Board authorized an increase of 17% in the quarterly cash
dividends to its current level. Each share of Class B Stock is
convertible at any time into one share of Common Stock and has ten
votes per share, as compared to Common Stock which has one vote
per share but receives a higher dividend.
During 1995, the stockholders approved 3 million shares of a new
class of capital stock designated Class A Stock, $1.00 par value.
The stock will have no voting rights except as required by law and
will receive a 10% higher dividend than the Common Stock. A
Certificate of Amendment authorizing the Class A shares and
adjusting authorized shares of Common Stock to 5.5 million and
Class B Stock to 1 million will be filed prior to the first
issuance of Class A Stock. No specific issuance of Class A Stock
is presently contemplated.
At December 31, 1995, shares of Common Stock were reserved for:
- ------------------------------------------------------------------
Conversion of 9% convertible subordinated debentures 782,000
Stock options 124,000
- ------------------------------------------------------------------
11. LEASES
The Company occupies theatre and other premises under operating
leases expiring at varying dates through 2006. Certain of the
leases provide for the payment of real estate taxes and other
occupancy costs. In addition, the Company has a long-term lease for
a telephone system, which is classified as a capital lease.
The following is a summary of future minimum lease payments due
under capital and operating leases at December 31, 1995:
<TABLE>
<CAPTION>
Capital Operating
Year Lease Leases
- ------------------------------------------------------------------------------
<C> <C> <C>
1996 $30,000 $ 248,000
1997 30,000 188,000
1998 30,000 160,000
1999 7,000 129,000
2000 - 107,000
Thereafter - 668,000
-------- ----------
Total future minimum lease payments $97,000 $1,500,000
Amount representing interest 20,000 ----------
--------
Present value of net minimum lease payments 77,000
Current portion 24,000
--------
Long-term portion $53,000
- ------------------------------------------------------------------------------
</TABLE>
Total rent expense for all operating leases amounted to $238,000,
$267,000 and $308,000 in 1995, 1994 and 1993, respectively.
At December 31, 1995, sublease income of $110,000 is to be received
on non-cancelable leases through 2000.
12. ENGINEERING DEVELOPMENT EXPENSE
Engineering development expense was $172,000, $238,000
and $108,000 for 1995, 1994 and 1993, respectively.
13. PENSION PLAN
All eligible salaried employees of Trans-Lux Corporation and certain
of its subsidiaries are covered by a non-contributory pension plan.
Pension benefits vest after five years of service and are based on
years of service and final average salary. The Company's funding
policy is to contribute annually an amount that can be deducted for
Federal income tax purposes. Contributions are intended to provide
not only for benefits based on service to date, but also for those
benefits expected to be earned in the future.
-17-
<PAGE>
The funded status of the plan at December 31, 1995 and 1994 are
as follows:
<TABLE>
<CAPTION>
1995 1994
- ----------------------------------------------------------------------------
<S> <C> <C>
Fair value of plan assets, invested in
insurance company funds $4,172,000 $3,893,000
-----------------------
Actuarial present value of benefits for
service rendered to date:
Accumulated benefits based on salaries
to date, including vested benefits of
$2,879,000 and $1,902,000 for 1995 and
1994, respectively 2,985,000 1,998,000
Additional benefits based on estimated
future salary levels 1,286,000 1,016,000
-------------------------
Projected benefit obligation (PBO) 4,271,000 3,014,000
-------------------------
Plan assets (less than) in excess of PBO (99,000) 879,000
Unrecognized prior service cost 22,000 24,000
Unrecognized net loss from past experience
different from that assumed 952,000 53,000
Unrecognized net asset on January 1, 1985
being recognized over 13.38 years (92,000) (132,000)
-------------------------
Prepaid pension cost $ 783,000 $ 824,000
- ----------------------------------------------------------------------------
</TABLE>
The following items are components of the net pension cost for 1995:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
<S> <C>
Present value of benefits earned during the period $273,000
Interest cost on projected benefit obligation 278,000
Actual return on plan assets (372,000)
Net amortization and deferral (38,000)
-----------
Net pension cost $141,000
- ----------------------------------------------------------------------------
</TABLE>
The weighted average discount rate used in determining the actuarial
present value of the PBO was 7.5% in 1995 and 8.5% in
1994. The rate of increase in future compensation levels used in
determining the actuarial present value of the PBO was 4.0% in 1995
and 4.25% in 1994. The expected long-term rate of return on assets
was 9.5 percent for 1995 and 1994.
The Company provides supplemental retirement benefits
for the Chief Executive Officer, during 1995, the Company accrued
$43,000 for such benefits. At December 31, 1995 and 1994, respectively,
the total liability accrued was $153,000 and $110,000.
The Company's pension and supplemental pension costs for
the years ended December 31, 1995, 1994 and 1993 were $183,000,
$226,000 and $241,000, respectively.
The Company does not offer any postretirement benefits other than the
pension and the supplemental retirement benefits described herein.
As of January 1, 1994, the Company adopted SFAS No. 112, "Employers'
Accounting for Postemployment Benefits." This statement requires the
accrual of estimated costs of benefits to former or inactive employees
after employment but before retirement. The adoption of this
standard did not have a material effect on the Company's consolidated
financial statements. The Company did not accrue any liability for
such benefits during 1995.
14. STOCK OPTION PLANS
The Company has five stock option plans. The 1995 Stock Option
Plan and the 1992 Stock Option Plan each reserved 50,000 shares of
Common Stock for issue to key employees. Stock Option Plan II
terminated, and accordingly, additional shares cannot be granted
under such plan, which originally reserved 50,000 shares of Common
Stock (before giving effect for stock dividends). The
Non-Employee Director Stock Option Plan reserved 15,000 shares of
Common Stock for grant. The Non-Statutory Stock Option Plan
Agreement reserved 12,500 shares of Common Stock for issue to the
Chairman of the Board.
Changes in the stock option plans are as follows:
<TABLE>
<CAPTION>
Number of Shares
-------------------------------------------------
Authorized Granted Available
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance December 31, 1992 111,900 95,100 16,800
Additional authorized shares 12,500 -- 12,500
Terminated (22,500) (42,500) 20,000
Granted -- 27,900 (27,900)
-------------------------------------------------
Balance December 31, 1993 101,900 80,500 21,400
Terminated (3,500) (8,000) 4,500
Granted -- 17,000 (17,000)
-------------------------------------------------
Balance December 31, 1994 98,400 89,500 8,900
Additional authorized shares 50,000 -- 50,000
Terminated (19,700) (25,200) 5,500
Granted -- 28,200 (28,200)
Exercised (5,000) (5,000) --
-------------------------------------------------
Balance December 31, 1995 123,700 87,500 36,200
- ------------------------------------------------------------------------------
</TABLE>
Under the 1995 Stock Option Plan and the 1992 Stock Option Plan,
option prices must be at least 100% of the market value of the
Common Stock at the time of the grant. Exercise periods are for
ten years from date of the grant (five years if the optionee owns
more than 10% of the voting power) and terminate at a stipulated
period of time after an employee's termination of employment. At
December 31, 1995, under the 1995 Plan, options for 23,800 shares
(granted in 1995) with an exercise price of $8.125 per share were
outstanding. No shares were exercisable or were exercised during
1995. At December 31, 1995, under the 1992 Plan, options for
48,700 shares (granted in 1995, 1994, 1993 and 1992) with exercise
prices ranging from $6.3125 to $9.6875 per share were outstanding,
of which 45,300 shares were exercisable. Options for 1,300 shares
(granted in 1992) with an exercise price of $6.3125 per share were
exercised in 1995. During 1995, options for 1,000 shares expired.
No options were exercised during 1994 and 1993.
Under Stock Option Plan II, option prices must be at least 100% of
the market value of the Common Stock at the time of the grant.
Exercise periods are for six years from date of the grant (five
years if the optionee owns more than 10% of the voting power) and
terminate at a stipulated period of time after an employee's
termination of employment. At December 31, 1995, all 19,700
options under the plan have terminated. Options for 2,200 shares
(granted in 1989) with an exercise price of $7.625 per share were
exercised in 1995. No options were exercised during 1994 and
1993.
Under the Non-Employee Director Stock Option Plan, options must
be at least 100% of the market value of the Common Stock at the
time of the grant. No option may be exercised prior to one year
after the date of the grant and the optionee must be a director of
the Company at the time of exercise, except in certain cases as
permitted by the Compensation Committee. Exercise periods are for
six years from date of the grant and options terminate at a
stipulated period of time after an optionee ceases to be a
director. At December 31, 1995, options for 2,500 shares (granted
in 1995 and 1994) with exercise prices ranging from $8.625 and $9.6875
per share were outstanding, all of which were exercisable. During
1995, options for 1,500 shares (granted in 1989) with an option
price of $7.4375 per share were exercised. During 1995, options
for 4,500 shares expired. No options were exercised during 1994
and 1993.
Under the Non-Statutory Stock Option Agreement, the option must
be at least 100% of the market value of the Common Stock at the
time of the grant. The exercise period is for ten years from the
date of the grant. At December 31, 1995, an option for 12,500 shares
(granted in 1993) with an exercise price of $7.50 per share was
outstanding, which is exercisable. No options were exercised
during 1995, 1994 and 1993.
-18-
<PAGE>
15. COMMITMENTS AND CONTINGENCIES
The Company has employment/consulting agreements with certain
current and former executive officers which expire at various
dates through December 2002. The aggregate commitment for future
salaries/consulting fees at December 31, 1995, excluding bonuses,
is approximately $3,404,000.
The Company is subject to legal proceedings and claims which
arise in the ordinary course of its business. In the opinion of
management, the amount of ultimate liability with respect to these
actions will not have a material adverse affect on the
consolidated financial statements of the Company.
16. BUSINESS SEGMENT DATA
The Company's operations have been classified into two business
segments. The Communications Division designs, produces, leases,
sells and services large-scale, multi-color, real-time electronic
information displays for both indoor and outdoor use. The
Entertainment and Real Estate Division owns a chain of motion
picture theatres in the Southwestern United States and owns real
estate used for both corporate and income-producing purposes in
the United States and Canada.
Information about the Company's operations in its two business
segments for the three years ended December 31, 1995 is as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
GROSS REVENUE
Communications $33,569,000 $30,150,000 $32,630,000
Entertainment and real estate 4,222,000 3,592,000 3,169,000
----------------------------------------
$37,791,000 $33,742,000 $35,799,000
----------------------------------------
OPERATING INCOME
Communications $14,348,000 $13,601,000 $13,733,000
Entertainment and real estate 1,037,000 728,000 512,000
----------------------------------------
15,385,000 14,329,000 14,245,000
Other income 92,000 - -
General and administrative expenses (11,494,000) (11,023,000) (10,202,000)
Interest expense - net (2,144,000) (1,242,000) (2,380,000)
----------------------------------------
Income before taxes $1,839,000 $2,064,000 $1,663,000
----------------------------------------
ASSETS
Communications $49,565,000 $42,684,000 $43,743,000
Entertainment and real estate 6,654,000 6,685,000 4,955,000
----------------------------------------
Total identifiable assets 56,219,000 49,369,000 48,698,000
Cash and available-for-
sale securities 1,241,000 3,938,000 3,440,000
----------------------------------------
$57,460,000 $53,307,000 $52,138,000
----------------------------------------
DEPRECIATION AND AMORTIZATION
Communications $6,403,000 $5,951,000 $5,988,000
Entertainment and real estate 301,000 264,000 215,000
General corporate 197,000 298,000 139,000
----------------------------------------
$6,901,000 $6,513,000 $6,342,000
----------------------------------------
CAPITAL EXPENDITURES
Communications $7,461,000 $6,240,000 $3,768,000
Entertainment and real estate 220,000 2,223,000 119,000
----------------------------------------
$7,681,000 $8,463,000 $3,887,000
- ------------------------------------------------------------------------------
</TABLE>
No single customer accounted for 10% or more of total revenues in
1995 and 1994. During 1993, the Company recorded revenues of
approximately $4.3 million from a single customer.
Foreign revenues were less than 10% of consolidated revenue in
1995 and 1993 and were approximately 15% in 1994.
Independent Auditors' Report
To the Board of Directors and Stockholders of
Trans-Lux Corporation:
We have audited the accompanying consolidated balance sheets of Trans-Lux
Corporation and subsidiaries as of December 31, 1995 and 1994 and the
related consolidated statements of income and cash flows for each of the
three years in the period ended December 31, 1995. These consolidated
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits
provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company and its
subsidiaries at December 31, 1995 and 1994 and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1995 in conformity with generally accepted accounting
principles.
/s/Deloitte & Touche LLP
Stamford, Connecticut
February 28, 1996
-19-
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) The information required by this Item with respect to
directors, is incorporated herein by reference to the Section
entitled "Election of Directors" in the Company's Proxy Statement
for the June 20, 1996 Annual Meeting of Stockholders.
(b) The following executive officers were elected by the Board of
Directors for the ensuing year and until their respective
successors are elected.
Name Office Age
- ------------------ ----------------------------- ---
Victor Liss Vice Chairman of the Board 59
President, Chief Executive
Officer and Director
Michael R. Mulcahy Executive Vice President 47
Frank N. Daniels Senior Vice President 58
Karl P. Hirschauer Senior Vice President 50
Angela D. Toppi Senior Vice President, Treasurer 40
Secretary and Chief Financial
Officer
Messrs. Liss and Daniels have been associated in an executive
capacity with the Company for more than five years.
Mr. Mulcahy was elected Executive Vice President on May 18,
1995 and has been employed by the Company since 1967. Mr. Mulcahy
served as Senior Vice President between December 8, 1993 and May
18, 1995 and as Vice President between 1989 and December 8, 1993.
Mr. Hirschauer was elected Senior Vice President on December
8, 1993 and has been employed by the Company since 1980. Mr.
Hirschauer served as Vice President between 1984 and December 8,
1993.
Ms. Toppi was elected Senior Vice President of Finance on
September 29, 1995 and continues to serve as Secretary of the
Company to which she was elected on July 23, 1992, and also
continues to serve as Chief Financial Officer to which she was
elected on March 19, 1992 in addition to serving as Treasurer to
which office she was elected in 1988.
-20-
<PAGE>
(c) The information required by Item 405 of Regulation S-K is
incorporated herein by reference to the Section entitled
"Compliance with Section 16(a) of the Securities Exchange Act of
1934" in the Company's Proxy Statement for the June 20, 1996 Annual
Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein
by reference to the Section entitled "Executive Compensation and
Transactions with Management" in the Company's Proxy Statement for
the June 20, 1996 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this Item is incorporated herein
by reference to the Section entitled "Security Ownership of Certain
Beneficial Owners, Directors and Executive Officers" in the
Company's Proxy Statement for the June 20, 1996 Annual Meeting of
Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein
by reference to the Section entitled "Executive Compensation and
Transactions with Management" in the Company's Proxy Statement for
the June 20, 1996 Annual Meeting of Stockholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Consolidated Statements of Income for the Years Ended
December 31, 1995, 1994 and 1993.
Consolidated Balance Sheets as of December 31, 1995 and
1994.
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993.
Notes to Consolidated Financial Statements.
Independent Auditors' Report
Individual financial statements for two 50% owned entities
accounted for by the equity method, have been omitted
because they do not constitute significant subsidiaries.
-21-
<PAGE>
(2) Schedules: None
(3) Exhibits included herein:
3(a) Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by
reference to Exhibit 3(a) of Registration
Statement No. 2-33818, Exhibit b of Form 8-K
for April 1974, Exhibit 1 of Form 10-Q for
the quarter ended June 30, 1984, Exhibit 28.1
of Form 10-Q for the quarter ended June 30,
1986, Exhibit 28(B) of Form 8-K filed June 3,
1987, Exhibit 3(a) of Form 10-K for the year
ended December 31, 1989 and Exhibit 3(a) of
Form 10-Q for the quarter ended June 30,
1990).
(b) By-Laws of the Registrant dated October 1,
1994 (incorporated by reference to Exhibit
3(b) of Form 10-Q for the quarter ended
September 30, 1994).
4(a) Indenture dated as of December 17, 1985 (form
of said indenture is incorporated by
reference to Exhibit 4(b) of Registration No.
33-1695).
(b) Indenture dated as of December 1, 1994 (form
of said indenture is incorporated by
reference to Exhibit 6 of Schedule 13E-4
Amendment No. 2 dated December 23, 1994).
10.1 Amended and Restated Pension Plan dated
January 1, 1993 (incorporated by reference to
Exhibit 10.1 of Form 10-K for the year ended
December 31, 1993).
10.2(a) Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10(c)
of Form 10-Q for the quarter ended June 30,
1989).
(b) 1992 Stock Option Plan (incorporated by
reference to Proxy Statement dated April 3,
1992).
(c) Richard Brandt Stock Option Agreement dated
January 1, 1993 (incorporated by reference to
Exhibit 10(d) of Form 10-K for the year ended
December 31, 1992).
(d) 1995 Stock Option Plan (incorporated by
reference to Proxy Statement dated April 12,
1995).
-22-
<PAGE>
10.3 Credit Agreement with First Fidelity Bank
dated as of August 28, 1995 (incorporated by
reference to Exhibit 10 of Form 10-Q for the
quarter ended September 30, 1995).
10.4 Amended and Restated Agreement with Richard
Brandt dated December 30, 1992 (incorporated
by reference to Exhibit 10.5 of Form 10-K for
the year ended December 31, 1992).
10.5 Employment Agreement with Victor Liss dated
January 1, 1993 (incorporated by reference to
Exhibit 10.6 of Form 10-K for the year ended
December 31, 1992). Amendment to Employment
Agreement dated January 1, 1994 (incorporated
by reference to Exhibit 10.6 of Form 10-K for
the year ended December 31, 1993). Amendment
No. Two to Employment Agreement dated as of
May 19, 1994 (incorporated by reference to
Exhibit 28(c) of Form 10-Q for the quarter
ended June 30, 1994).
10.6 Employment Agreement with Frank Daniels dated
as of July 1, 1994 (incorporated by reference
to Exhibit 28(a) of Form 10-Q for the quarter
ended June 30, 1994).
10.7 Employment Agreement with Karl Hirschauer
dated as of July 1, 1994 (incorporated by
reference to Exhibit 28(b) of Form 10-Q for
the quarter ended June 30, 1994).
10.8 Employment Agreement with Michael R. Mulcahy
dated as of June 1, 1994 (incorporated by
reference to Exhibit 28(d) of Form 10-Q for
the quarter ended September 30, 1994).
Amendment No. One to Employment Agreement
dated June 1, 1995 (incorporated by reference
to Exhibit 28(a) of Form 10-Q for the quarter
ended June 30, 1995).
10.9 Asset Purchase Agreement between Trans-Lux
Consulting Corporation and American
Electronic Displays, L.P. dated July 9, 1992
(incorporated by reference to Form 8-K filed
July 13, 1992). Amendment to Asset Purchase
Agreement dated as of August 21, 1992
(incorporated by reference to Form 8-K filed
August 28, 1992). Bankruptcy Court order
approving sale (incorporated by reference to
Form 8-K filed August 28, 1992).
10.10 Asset Purchase Agreement between Trans-Lux
Sign Corporation and Indicator Maintenance
Corporation dated August 4, 1993
-23-
<PAGE>
(incorporated by reference to Exhibit 28(b)
of Form 10-Q for the quarter ended September
30, 1993).
10.11 Agreement between Trans-Lux ISE Corporation
and the Stockholders of Integrated Systems
Engineering, Inc. dated as of January 17,
1995 (incorporated by reference to Exhibit
28(a) of Form 8-K filed January 23, 1995).
10.12 Agreement with Nottingham Partners, Deerfield
Partners, Jonathan P. Schwartz and Nathaniel
B. Guild dated April 4, 1991 (incorporated by
reference to Exhibit 28(a) of Form 8-K
filed April 9, 1991).
10.13 Agreement with Baupost Group, Inc. and
Baupost Partners dated April 4, 1991
(incorporated by reference to Exhibit 28(b)
of Form 8-K filed April 9, 1991).
11 Computation of Earnings Per Share filed
herewith.
21 List of Subsidiaries filed herewith.
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 last quarter of
the period covered by this report.
-24-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
/s/ Angela D. Toppi
by-------------------------
Angela D. Toppi
Senior Vice President and
Chief Financial Officer
/s/ Robert A. Carroll
by-------------------------
Robert A. Carroll
Controller and Chief
Accounting Officer
Dated: March 27, 1996
-25-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the date
indicted:
/s/ Richard Brandt
- ------------------------------------- March 27, 1996
Richard Brandt, Chairman of the Board
/s/ Victor Liss
- ------------------------------------- March 27, 1996
Victor Liss, Vice Chairman of the
Board, President and Chief Executive
Officer
/s/ Steven Baruch
- ------------------------------------- March 27, 1996
Steven Baruch, Director
/s/ Matthew Brandt
- ------------------------------------- March 27, 1996
Matthew Brandt, Director and Vice
President
/s/ Thomas Brandt
- ------------------------------------- March 27, 1996
Thomas Brandt, Director and Vice
President
/s/ Jean Firstenberg
- ------------------------------------- March 27, 1996
Jean Firstenberg, Director
/s/ Allan Fromme
- ------------------------------------- March 27, 1996
Allan Fromme, PhD, Director
/s/ Robert Greenes
- ------------------------------------- March 27, 1996
Robert Greenes, Director
/s/ Eugene Jankowski
- ------------------------------------- March 27, 1996
Eugene Jankowski, Director
/s/ Howard S. Modlin
- ------------------------------------- March 27, 1996
Howard S. Modlin, Director
-26-
TRANS-LUX CORPORATION & SUBSIDIARIES EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
FOR THE TWELVE FOR THE TWELVE
MONTHS ENDED MONTHS ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
----------------- -----------------
<S> <C> <C>
Primary:
- --------
Net income $1,066,000 $1,314,000
========== ==========
Average common shares outstanding 1,250,444 1,247,555
Assumes exercise of options reduced by
the number of shares which could have
been purchased with the proceeds from
exercise of such options 8,433 12,937
--------- ---------
Average common and common equivalent
shares outstanding 1,258,877 1,260,492
========= =========
Primary earnings per share $0.85 $1.04
========= =========
Fully diluted:
- --------------
Net income $1,066,000 $1,314,000
Add after tax interest expense applicable
to 9% convertible subordinated debentures 262,000 511,000
--------- ---------
Adjusted net income $1,328,000 $1,825,000
========== ==========
Average common shares outstanding 1,250,444 1,247,555
Assumes exercise of options reduced by
the number of shares which could have
been purchased with the proceeds from
exercise of such options 8,433 13,564
Assumes conversion of 9% convertible
subordinated debentures 383,780 682,198
--------- ---------
Average common and common equivalent
shares outstanding 1,642,657 1,943,317
========= =========
Fully diluted earnings per share $0.81 $0.94
========= =========
Fully diluted earnings per share are not presented for the twelve months
ended December 31, 1993 as the effect was not dilutive.
</TABLE>
EXHIBIT 21
SUBSIDIARIES
as of December 31, 1995
A. Subsidiaries and joint ventures more than 50% owned (included in
consolidated financial statements):
Jurisdiction of Percentage
Name Incorporation Owned
- ------------------------- ------------- ----------
Integrated Systems Engineering, Inc Utah 100%
Saunders Realty Corporation New York 100
Trans-Lux Canada Ltd Canada 100
Trans-Lux Cocteau Corporation (2) New Mexico 100
Trans-Lux Colorado Corporation (2) Colorado 100
Trans-Lux Consulting Corporation Delaware 100
Trans-Lux Durango Corporation (2) Colorado 100
Trans-Lux Experience Corporation New York 100
Trans-Lux High Five Corporation (2) Colorado 100
Trans-Lux Investment Corporation Delaware 100
Trans-Lux Loma Corporation (2) New Mexico 100
Trans-Lux Loveland Corporation (2) Colorado 100
Trans-Lux Montezuma Corporation (2) New Mexico 100
Trans-Lux Multimedia Corporation New York 100
Trans-Lux Pennsylvania Corporation (2) Pennsylvania 100
Trans-Lux Pty Ltd Australia 75
Trans-Lux Seaport Corporation New York 100
Trans-Lux Service Corporation New York 100
Trans-Lux Sign Corporation Delaware 100
Trans-Lux Southwest Corporation (2) New Mexico 100
Trans-Lux Storyteller Corporation (2) New Mexico 100
Trans-Lux Syndicated Programs Corporation New York 100
Trans-Lux Taos Corporation (2) New Mexico 100
Trans-Lux Theatres Corporation (1) Texas 100
(1) Wholly-owned subsidiary of Trans-Lux Investment Corporation
(2) Wholly-owned subsidiary of Trans-Lux Theatres Corporation
B. Other entities (accounted for in the consolidated financial
statements under the equity method):
Mossgood Theatre-Saunders Realty - A joint venture in which
Saunders Realty Corporation, listed in A. above as a wholly-owned
subsidiary of the Registrant, is a 50% venturer. Peggy Crystal
Michaelmen and Clement S. Crystal, own the remaining 50% of the
venture, and are unrelated to the Registrant.
MetroLux Theatres - a joint venture in which Trans-Lux Loveland
Corporation, listed in A. above as a wholly-owned subsidiary of
the Registrant, is a 50% venturer. Metro Colorado Corporation
owns the remaining 50% of the venture and is unrelated to the
Registrant.
<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 ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH ANNUAL REPORT ON FORM 10-K.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
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<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
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<COMMON> 2,740
0
0
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</TABLE>
