UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_____________to_____________
Commission file number 1-2257
------
TRANS-LUX CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-1394750
- - ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Richards Avenue, Norwalk, CT 06856-5090
- - ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(203) 853-4321
----------------------------------------------------
(Registrant's telephone number, including area code)
- - -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Date Class Shares Outstanding
- - -------- ------------------------------- ------------------
08/13/99 Common Stock - $1.00 Par Value 996,415
08/13/99 Class B Stock - $1.00 Par Value 296,005
(Immediately convertible into a like
number of shares of Common Stock.)
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
Index
Part I - Financial Information Page No.
--------
Consolidated Balance Sheets - June 30, 1999 (unaudited) and
December 31, 1998 1
Consolidated Statements of Income -Three and Six Months Ended
June 30, 1999 and 1998 (unaudited) 2
Consolidated Statements of Cash Flows - Six Months Ended
June 30, 1999 and 1998 (unaudited) 3
Notes to Consolidated Financial Statements (unaudited) 4
Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Part II - Other Information
Item 4. Submission of Matters to a Vote of Stockholders 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
<PAGE>
Part 1 - Financial Information
------------------------------
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30 December 31
In thousands, except share data 1999 1998
- - -------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,021 $ 1,298
Available-for-sale securities 4,827 4,914
Receivables 7,362 7,287
Unbilled receivables 400 374
Inventories 5,094 5,381
Prepaids and other 586 360
-------- --------
Total current assets 20,290 19,614
-------- --------
Equipment on rental 73,781 70,654
Less accumulated depreciation 31,288 28,289
-------- --------
42,493 42,365
-------- --------
Property, plant and equipment 36,261 30,816
Less accumulated depreciation and amortization 9,332 8,433
-------- --------
26,929 22,383
Prepaids, intangibles and other 6,207 5,986
Maintenance contracts, net 721 798
Construction funds 4,694 --
-------- --------
$101,334 $91,146
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accruals $6,834 $6,167
Income taxes payable -- 275
Current portion of long-term obligations 1,433 258
-------- --------
Total current liabilities 8,267 6,700
-------- --------
Long-term obligations:
7 1/2% convertible subordinated notes due 2006 30,625 31,625
9 1/2% subordinated debentures due 2012 1,057 1,057
Obligations payable 27,620 16,841
-------- --------
59,302 49,523
Deferred revenue, deposits and other 3,487 4,254
Deferred income taxes 4,407 4,818
-------- --------
Stockholders' equity:
Capital stock
Common - $1.00 par value
Authorized - 5,500,000 shares
Issued - 2,444,400 shares in 1999 and 2,443,119 in 1998 2,444 2,443
Class B - $1.00 par value
Authorized - 1,000,000 shares
Issued - 296,005 shares in 1999 and 297,286 in 1998 296 297
Additional paid-in-capital 13,901 13,901
Retained earnings 20,969 20,821
Accumulated other comprehensive income (loss) (128) --
-------- --------
37,482 37,462
Less treasury stock - at cost
1,448,016 shares in 1999 and 1998
(excludes additional 296,005 shares in 1999 and 297,286 in
1998 for conversion of Class B stock) 11,611 11,611
-------- --------
Total stockholders' equity 25,871 25,851
-------- --------
$101,334 $91,146
======== ========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
1
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
----------------------- ------------------------
In thousands, except per share data 1999 1998 1999 1998
- - ----------------------------------- ----------------------- ------------------------
<S> <C> <C> <C> <C>
Revenues:
Equipment rentals and maintenance $ 5,754 $ 6,031 $11,611 $11,793
Equipment sales 8,193 8,391 14,341 17,005
Theatre receipts and other 2,056 1,455 3,536 3,035
-------- -------- -------- --------
Total revenues 16,003 15,877 29,488 31,833
-------- -------- -------- --------
Operating expenses:
Cost of equipment rentals and maintenance 3,207 3,210 6,454 6,368
Cost of equipment sales 5,097 5,534 9,156 11,188
Cost of theatre receipts and other 1,672 1,256 2,874 2,538
-------- -------- -------- --------
Total operating expenses 9,976 10,000 18,484 20,094
-------- -------- -------- --------
Gross profit from operations 6,027 5,877 11,004 11,739
General and administrative expenses 4,885 4,360 9,077 8,836
-------- -------- -------- --------
1,142 1,517 1,927 2,903
Interest income 131 157 252 331
Interest expense (983) (1,041) (1,967) (2,046)
Other income 69 28 216 100
-------- -------- -------- --------
Income before income taxes 359 661 428 1,288
Provision for income taxes 161 297 192 579
-------- -------- -------- --------
Net income $198 $364 $236 $709
======== ======== ======== ========
Earnings per share:
Basic $0.15 $0.28 $0.18 $0.55
Diluted $0.15 $0.19 $0.18 $0.38
Average common shares outstanding:
Basic 1,292 1,290 1,292 1,290
Diluted 1,295 3,577 1,296 3,579
Cash dividends per share:
Common stock $0.035 $0.035 $0.070 $0.070
Class B stock $0.0315 $0.0315 $0.0630 $0.0630
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
-------------------------
In thousands 1999 1998
- - -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 236 $ 709
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 4,294 3,900
Net income of joint venture (71) (53)
Deferred income taxes (372) (284)
Gain on sale of securities -- (47)
Gain on purchase of Company's 7 1/2% convertible subordinated notes (145) --
Changes in operating assets and liabilities:
Receivables (75) (1,705)
Unbilled receivables (26) 15
Inventories 287 (464)
Prepaids and other (732) (179)
Accounts payable and accruals 587 (328)
Income taxes payable (275) 210
Deferred revenue, deposits and other (767) 673
--------- ---------
Net cash provided by operating activities 2,941 2,447
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment manufactured for rental (3,127) (4,065)
Purchases of property, plant and equipment (4,292) (1,166)
Increase in construction funds (4,694) --
Payments for acquisitions (net) (1,163) --
Proceeds from joint venture 47 47
Redemption of available-for-sale securities -- 1,728
--------- ---------
Net cash used in investing activities (13,229) (3,456)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term obligations 12,737 1,500
Repayment of long-term obligations (783) (1,136)
Purchase of Company's 7 1/2% convertible subordinated notes (855) --
Proceeds from exercise of stock options -- 9
Cash dividends (88) (89)
--------- ---------
Net cash provided by financing activities 11,011 284
--------- ---------
Net increase (decrease) in cash and cash equivalents 723 (725)
Cash and cash equivalents at beginning of year 1,298 1,843
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,021 $ 1,118
========= =========
- - -------------------------------------------------------------------------------------------------------------
Interest paid $1,976 $1,713
Interest received 243 351
Income taxes paid 772 267
- - -------------------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
3
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
Note 1 - Basis of Presentation
Financial information included herein is unaudited, however, such information
reflects all adjustments which are, in the opinion of management, necessary for
the fair presentation of the consolidated financial statements for the interim
periods. The results for the interim periods are not necessarily indicative of
the results to be expected for the full year. It is suggested that the June 30,
1999 consolidated financial statements be read in conjunction with the
consolidated financial statements and notes included in the Company's Annual
Report and Form 10-K for the year ended December 31, 1998. Certain
reclassifications of prior years' amounts have been made to conform to the
current year's presentation.
Note 2 - Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30 December 31
In thousands 1999 1998
- - -------------------------------------------------------------------------------
<S> <C> <C>
Raw materials and spare parts $3,104 $3,230
Work-in-progress 964 1,218
Finished goods 1,026 933
----- -----
$5,094 $5,381
====== ======
</TABLE>
Note 3 - Long-Term Obligations
At June 30, 1999, long-term obligations included $6.8 million of construction or
real estate mortgages which are secured, the last of which extends to 2014. The
interest rate is either fixed or floating, at June 30, 1999 such interest rates
ranged from 6.7% to 7.75%. During June 1999, the Company received $4.8 million
in proceeds from an industrial revenue bond financing for the construction of a
new 55,000 square foot manufacturing facility in Logan, Utah. The bonds are
secured, mature 2014 and were issued with a variable interest rate. At June 30,
1999 such interest rate ranged from 3.9% to 5.15%.
Note 4 - Reporting Comprehensive Income
The components of comprehensive income for the Company are foreign currency
translation adjustments relating to the Company's foreign subsidiaries and
unrealized holding gains or losses on the Company's available-for-sale
securities. Comprehensive income is a gain of $176,000 and $369,000 for the
three months ended June 30, 1999 and 1998, respectively; and a gain of $130,000
and $696,000 for the six months ended June 30, 1999 and 1998, respectively.
4
<PAGE>
Note 5 - Earnings Per Share
The following table represents the computation of basic and diluted earnings per
common share.
<TABLE>
<CAPTION>
Three months ended June 30 Six months ended June 30
In thousands, except per share data 1999 1998 1999 1998
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Basic earnings per share computation:
Net income (1) $ 198 $ 364 $ 236 $ 709
--- --- --- ---
Weighted average common shares outstanding 1,292 1,290 1,292 1,290
----- ----- ----- -----
Basic earnings per common share (1) $0.15 $0.28 $0.18 $0.55
==== ==== ==== ====
- - ---------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share computation:
Net income (1) $ 198 $ 364 $ 236 $ 709
Add: After tax interest expense applicable to convertible
debt (2) -- 352 -- 704
Add: After tax changes to income applicable to assumed
conversion (2) -- (33) -- (59)
--- --- --- -----
Adjusted net income $ 198 $ 683 $ 236 $1,354
=== === === =====
Weighted average common shares outstanding 1,292 1,290 1,292 1,290
Assumes exercise of options reduced by the number of shares
which could have been purchased with the proceeds from
exercise of such options 3 30 4 32
Assumes conversion of 7 1/2% convertible subordinated notes (2) -- 2,257 -- 2,257
----- ----- ----- -----
Total weighted average common shares 1,295 3,577 1,296 3,579
===== ===== ===== =====
Diluted earnings per common share (1) $0.15 $0.19 $0.18 $0.38
==== ==== ==== ====
<FN>
(1) The 1999 income before the special litigation charge was $389,000 ($0.30 per share, basic and $0.21 per share diluted) and
$427,000 ($0.33 per share, basic and $0.30 per share, diluted) for the three and six months ended June 30, 1999, respectively.
(2) The 1999 diluted earnings per share calculation does not include the assumed conversion of the Company's 7 1/2% convertible
subordinated notes, as the effect is antidilutive.
</FN>
- - ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note 6 - Business Segment Data
The Company evaluates segment performance and allocates resources based upon
operating income. The Company's operations have been classified into three
reportable business segments. The Display Division comprises two operating
segments, indoor display and outdoor display. Both segments design, produce,
lease, sell and service large-scale, multi-color, real-time electronic
information displays and both are conducted on a global basis, primarily through
operations in the U.S. The Company also has operations in Canada and Australia.
The indoor display and outdoor display segments are differentiated primarily by
the customers they serve. The Entertainment and Real Estate Division owns a
chain of motion picture theatres in the western U.S. and owns real estate used
for both corporate and income-producing purposes in the U.S. and Canada.
Segment operating income is shown after general and administrative expenses
directly associated with the segment and includes the operating results of the
joint venture activities. Corporate items relate to resources and costs which
are not directly identifiable with a segment. There are no intersegment sales.
5
<PAGE>
Information about the Company's operations in its three business segments is as
follows:
<TABLE>
<CAPTION>
Three months ended June 30 Six months ended June 30
In thousands 1999 1998 1999 1998
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Indoor display $ 6,351 $ 7,110 $11,558 $14,599
Outdoor display 7,596 7,312 14,394 14,199
Entertainment and real estate 2,056 1,455 3,536 3,035
----- ----- ------ ------
Total revenues $16,003 $15,877 $29,488 $31,833
------ ------ ------ ------
Operating income:
Indoor display $ 2,062 $ 2,159 $ 3,499 $ 4,253
Outdoor display 745 834 1,383 1,602
Entertainment and real estate 241 (7) 314 134
--- --- --- ---
$ 3,048 $ 2,986 $ 5,196 $ 5,989
Other income -- 24 145 47
Corporate general and administrative expenses (1,837) (1,465) (3,198) (3,033)
Interest expense-net (852) (884) (1,715) (1,715)
--- --- ----- -----
Income before income taxes $ 359 $ 661 $ 428 $ 1,288
=== === === =====
</TABLE>
Note 7 - Litigation
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. During June of 1999 a jury in New Mexico
awarded a former employee of the Company $15,000 in damages for lost wages and
emotional distress and $393,000 in punitive damages on a retaliatory discharge
claim. The Company denied the charges on the basis that the termination was
proper and intends to appeal such verdict. The Company believes it has made
adequate provisions in the quarter to cover such matters. Certain of the
amounts are subject to insurance recoveries.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998
The Company's total revenues for the six months ended June 30, 1999 decreased
7.4% to $29.5 million from $31.8 million for the six months ended June 30, 1998.
Revenues from equipment rentals and maintenance decreased $182,000 or 1.5%.
Indoor display rental and maintenance revenues increased 2.5%, which was offset
by the 7.7% continued expected revenue decline in the outdoor rental and
maintenance bases previously acquired, however such decline was less than
originally planned. Revenues from equipment sales decreased $2.7 million or
15.7% in 1999. This decrease was primarily in the indoor display segment. Last
year included a multi-million dollar order from a major exchange being
recognized on a percentage of completion basis, which did not recur this year.
Revenues from theatre receipts and other increased $501,000 or 16.5% in 1999,
due to film product and the acquisition of two theatres in Wyoming in May 1999.
Gross profit as a percentage of revenues was 37.3% in 1999 compared to 36.9% in
1998. Cost of equipment rentals and maintenance includes field service
expenses, plant repair costs and maintenance and depreciation. Both the indoor
display and outdoor display cost of equipment rental and maintenance increased
slightly, principally due to depreciation expense. The cost of equipment
rentals and maintenance represented 55.6% of related revenues for the six months
ended June 30, 1999 compared to 54.0% in 1998. Cost of equipment sales
decreased $2.0 million or 18.2%. The indoor display cost of equipment sales
decreased 49.8%, primarily due to a large indoor sale in 1998 which did not
recur in 1999. The outdoor display cost of equipment sales remained level. The
cost of equipment sales represented 63.8% of related revenues for the six months
ended June 30, 1999 compared to 65.8% in 1998. Cost of theatre receipts and
other, which includes film rental costs, increased $336,000 or 13.2% in 1999,
mainly due to higher volume. The cost of theatre receipts and other represented
81.3% of related revenues for the six months ended June 30, 1999 compared to
83.6% in 1998.
Total general and administrative expenses increased $241,000 or 2.7%. The
corporate general and administrative expenses increased 5.4%, primarily
attributable to the special litigation charge of $408,000 on a retaliatory
discharge claim. (See Note 7.) The indoor display general and administrative
expenses decreased 10.2%, primarily due to control of certain administrative
costs. The outdoor display general and administrative expenses increased 16.4%,
primarily due to expanded sales and marketing efforts relating to the sports
sector. The entertainment and real estate general and administrative expenses
remained level.
Interest income decreased $79,000, primarily attributable to the utilization of
investments to construct new theatres and manufacture new equipment for rental.
Interest expense decreased $79,000, primarily due to capitalization of interest
during construction of theatre projects. Other income relates to the gain on
the purchase of $1 million principal amount of the Company's 7 1/2% convertible
subordinated notes in January 1999 at a discount.
The effective tax rate at June 30, 1999 and 1998 was 45.0%.
7
<PAGE>
Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998
The Company's total revenues for the three months ended June 30, 1999 increased
slightly to $16.0 million from $15.9 million for the three months ended June 30,
1998. Revenues from equipment rentals and maintenance decreased $277,000 or
4.6%. Indoor display rental and maintenance revenues remained level. Outdoor
display rental and maintenance revenues decreased 10.4%, primarily due to the
continued expected revenue decline from the outdoor lease and maintenance bases
previously acquired, however the accumulated expected decline was less than
originally planned. Revenues from equipment sales decreased $198,000 or 2.4% in
1999, primarily in the indoor display segment. Last year's quarter included a
portion of a multi-million dollar order from a major exchange being recognized
on a percentage of completion basis, which did not recur in 1999. Revenues from
the outdoor display segment increased 10.7% in 1999, primarily due to an
increase in the sports sector. Revenues from theatre receipts and other
increased $601,000 or 41.3% in 1999, tracking the national theatrical market,
which was higher during the quarter compared to last year due to the film
product and the acquisition of the two theatres in Wyoming in May 1999.
b
Gross profit as a percentage of revenues was 37.7% in 1999 compared to 37.0% in
1998. Both the indoor and outdoor display cost of equipment rental and
maintenance remained level. The cost of equipment rentals and maintenance
represented 55.7% of related revenues for the three months ended June 30, 1999
compared to 53.2% in 1998. Cost of equipment sales decreased $437,000 or 7.9%.
The indoor display cost of equipment sales decreased 34.6%, primarily due to a
large indoor sale in 1998 that did not recur in 1999. The outdoor display cost
of equipment sales increased 5.7%, primarily due to the higher volume in the
sports sector. The cost of equipment sales represented 62.2% of related
revenues for the three months ended June 30, 1999 compared to 66.0% in 1998.
Cost of theatre receipts and other increased $416,000 or 33.1% in 1999, mainly
due to the higher volume and the acquisition of two theatres in Wyoming in May
1999. The cost of theatre receipts and other represented 81.3% of related
revenues for the three months ended June 30, 1999 compared to 86.3% in 1998.
Total general and administrative expenses increased $525,000 or 12.0%. The
corporate general and administrative expenses increased 25.4%, primarily
attributable to the special litigation charge. (See Note 7.) The indoor display
general and administrative expenses decreased 3.3%, primarily due to control of
certain administrative costs. The outdoor display general and administrative
expenses increased 17.3%, primarily due to expanded sales and marketing efforts
related to the sports sector. The entertainment and real estate general and
administrative expenses remained level.
Interest income decreased $26,000, primarily attributable to the utilization of
investments to construct new theatres and manufacture new equipment for rental.
Interest expense decreased $58,000, primarily due to capitalization of interest
during construction of theatre projects.
Accounting Standards
The Company will adopt the provisions of Statement of Financial Accounting
Standards No. 133 "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133) and No.137 (which defers the effective date of SFAS 133)
effective January 1, 2001. The standard requires companies to recognize all
8
<PAGE>
derivatives as either assets or liabilities and measure those instruments at
fair value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting. The Company does not expect the
adoption of SFAS 133 to have a material impact on its consolidated financial
statements.
Liquidity and Capital Resources
The regular quarterly cash dividend for the second quarter of 1999 of $0.035 per
share on the Company's Common Stock and $0.0315 per share on the Company's Class
B Stock was declared by the Board of Directors on May 27, 1999 payable to
stockholders of record as of July 5, 1999 and was paid July 16, 1999.
The Company has a $15.0 million revolving credit facility with its bank, which
is available to June 2001, at which time the outstanding balance would convert
into a five-year term loan. At June 30, 1999 the Company had $10.6 million
borrowing capacity available under such facility. The Company believes that
cash generated from operations together with the cash and cash equivalents on
hand and the availability under the revolving credit facility will be sufficient
to fund its anticipated near term cash requirements.
Cash and cash equivalents increased $723,000 for the six months ended June 30,
1999 compared to a decrease of $725,000 in 1998. The increase in 1999 is
primarily attributable to $6.8 million in construction or real estate mortgages
utilized for construction and acquisition of theatres and purchases of
equipment, and refinancing of a mortgage. In June 1999, the Company received
$4.8 million in proceeds from an industrial revenue bond financing for the
construction of a new 55,000 square foot manufacturing facility in Logan, Utah,
the proceeds are reflected in the long-term assets section of the Consolidated
Balance Sheets as Construction Funds. The decrease in 1998 was primarily
attributable to an increase in receivables, which primarily related to a certain
significant contract being recorded on the percentage of completion basis and
cash utilized for the manufacturing of equipment for rental.
The Company utilizes its revolving credit facility to finance the expansion of
its theatre operations until long-term financing is in place. The $12.7 million
proceeds from long-term obligations relates primarily to the construction of new
theatres and the new manufacturing and office facility.
The Company has limited involvement with derivative financial instruments and
does not use them for trading purposes; they are only used to manage and fix
well-defined interest rate risks. The Company has two interest rate swap
agreements having a notional value of $8.7 million to reduce exposure to
interest fluctuations.
Year 2000 Considerations
Many currently installed computer systems and software products are coded to
accept only two-digit entries in the date code field and cannot distinguish 21st
century dates from 20th century dates. These date code fields will need to
distinguish 21st century dates from 20th century dates and, as a result, many
companies' software and computer systems may need to be upgraded or replaced in
order to comply with such Year 2000 requirements. For the Company, the Year
2000 process involved modifying or replacing certain hardware and software. The
Company utilized both internal and external resources to reprogram, replace and
9
<PAGE>
test all of its software for Year 2000 compliance. The Company has completed
its mission critical software updates, continues working on its Year 2000
projects and believes that its level of preparedness is appropriate. The total
cost for this project is estimated to be $350,000, of which $300,000 will be
capitalized. This cost is being funded through operating cash flows and is not
expected to have a material impact on the Company's cash flows, results of
operations or financial condition. In addition, the Company continues to
communicate with others with whom it does significant business to determine
their Year 2000 compliance readiness and the extent to which the Company is
vulnerable to any third-party Year 2000 issues. Failure by the Company and/or
vendors and customers to complete Year 2000 compliance work in a timely manner
could have a material adverse effect on certain of the Company's operations.
The Company continues to develop contingency plans in the event it does not
complete all phases of its Year 2000 project. The costs of this project and the
expected completion dates are based on management's best estimates.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
The Company may, from time to time, provide estimates as to future performance.
These forward-looking statements will be estimates, and may or may not be
realized by the Company. The Company undertakes no duty to update such
forward-looking statements. Many factors could cause actual results to differ
from these forward looking statements, including loss of market share through
competition, introduction of competing products by others, pressure on prices
from competition or purchasers of the Company's products, and interest rate and
foreign exchange fluctuations.
10
<PAGE>
Part II - Other Information
---------------------------
Item 4. Submission of Matters to a Vote of Stockholders
- - ------ -----------------------------------------------
The Annual Meeting of Stockholders of Trans-Lux Corporation was held on May 27,
1999 for the purpose of electing directors and approving the appointment of
auditors as set forth below.
All of management's nominees for directors for a three-year term as listed in
the proxy statement were elected by the following vote:
For Not For
--- -------
Robert Greenes 3,765,090 19,438
Howard S. Modlin 3,765,090 19,438
The following directors are continuing their terms as directors:
Richard Brandt, Two-Years Remaining
Jean Firstenberg, Two-Years Remaining
Gene Jankowski, Two-Years Remaining
Victor Liss, Two-Years Remaining
Steven Baruch, One-Year Remaining
Howard M. Brenner, One-Year Remaining
Allan Fromme, One-Year Remaining
The recommendation to retain Deloitte & Touche LLP as the independent auditors
for the Corporation was approved by the following vote:
For Against Abstain
--- ------- -------
3,771,066 10,701 2,761
Item 6. Exhibits and Reports on Form 8-K
- - ------- --------------------------------
(a) Exhibits
10 Eighth Amendment Agreement to the Credit Agreement
with First Union National Bank dated as of June 3,
1999.
27 Financial Data Schedule, which is submitted
electronically to the Securities and Exchange
Commission for information only and not filed.
(b) No reports on Form 8-K were filed during the quarter
covered by this report.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRANS-LUX CORPORATION
---------------------
(Registrant)
Date: August 16, 1999
by /s/ Angela D. Toppi
----------------------
Angela D. Toppi
Senior Vice President and
Chief Financial Officer
by /s/ Robert P. Bosworth
-------------------------
Robert P. Bosworth
Vice President and
Chief Accounting Officer
EXHIBIT 10
EIGHTH AMENDMENT AGREEMENT
--------------------------
AGREEMENT, made as of June 3, 1999, among TRANS-LUX CORPORATION, a
Delaware corporation, TRANS-LUX DISPLAY CORPORATION, a Delaware corporation,
TRANS-LUX MONTEZUMA CORPORATION, a New Mexico corporation, INTEGRATED SYSTEMS
ENGINEERING, INC., a Utah corporation, and FIRST UNION NATIONAL BANK, a national
banking association.
Background
----------
A. Capitalized terms not otherwise defined shall have the
meanings ascribed to them in the Credit Agreement dated as of August 28, 1995,
among Trans-Lux Corporation, Trans-Lux Consulting Corporation, Trans-Lux Sign
Corporation, Trans-Lux Montezuma Corporation, Integrated Systems Engineering,
Inc., and First Fidelity Bank of Connecticut (predecessor in interest to First
Union National Bank) (as amended, modified or supplemented from time to time,
the "Credit Agreement").
B. TLX and ISE have entered into the Loan Agreement (the
"Bond Loan Agreement") dated as of May 1, 1999 between TLX, ISE and the City of
Logan, Utah (the "Issuer") in connection with the issuance of the maximum
aggregate amount of $3,385,000 Variable Rate Demand/Fixed Rate Tax-Exempt
Revenue Bonds (Integrated Systems Engineering, Inc. Project), Series 1999A (the
"Tax-Exempt Bonds") and ISE has entered into an Indenture covering $1,440,000
Taxable Variable Rate Demand/Fixed Rate Revenue Bonds (Integrated Systems
Engineering, Inc.), Series 1999B (the "Taxable Bonds" and together with the
Tax-Exempt Bonds, the "Bonds").
C. The proceeds of the Bonds will be used to finance the
construction of a manufacturing and office facility for ISE in Logan, Utah (the
"Project").
D. Pursuant to the Bond Loan Agreement, ISE is obligated to
pay principal and interest on the Tax-Exempt Bonds and TLX and ISE have arranged
for the issuance by First Union National Bank of certain letters of credit (the
"Bond L/Cs") for the account of TLX and ISE, and for the benefit of the Trustee,
to provide for payments in connection with the Bonds.
E. The Borrowers have requested that the Lender amend certain
covenants and conditions contained in the Credit Agreement to allow for the
Obligations of the Borrowers in connection with the issuance of the Bonds.
Agreement
---------
In consideration of the foregoing Background, which is
incorporated by reference, the parties, intending to be legally bound, agree as
follows:
1. Modifications to Credit Agreement. All of the terms and
provisions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect except as follows:
(a) The following definition of "Bonds" is hereby
added to Annex "A" to the Credit Agreement following the definition of "Base
Rate":
"Bonds" shall mean the Tax-Exempt Bonds and the
Taxable Bonds.
(b) The following definition of Indenture is hereby
added to Annex A to the Credit Agreement following the definition of
"Indemnified Person":
"Indentures" shall mean the Tax-Exempt Indenture
and the Taxable Indenture.
(c) The definition of "Obligations" contained in Annex
A to the Credit Agreement is deleted and the following is substituted therefor:
"Obligations" shall mean all loans, advances,
debts, liabilities and obligations for the performance of
covenants, tasks or duties or for payment of monetary
amounts (whether or not such performance is then required
or contingent, or amounts are liquidated or determinable)
owing by Borrowers to Lender, and all covenants and duties
regarding such amounts, of any kind or nature, present or
future, whether or not evidenced by any note, agreement or
other instrument, arising under any of the Loan Documents
or arising under the Reimbursement Agreement in connection
with the Bonds issued pursuant to the Indentures and shall
include, without limitation, all principal, interest
(including, without limitation, interest which accrues
after the commencement of any case or proceeding referred
to in Section 8.01(g) or (h)), all Fees, Charges (paid by
Lender), expenses, attorneys' fees and any other sum
chargeable to Borrowers under any of the Loan Documents
and all obligations under a "swap agreement" (as that term
is defined in 11 U.S.C. S101(ss)), including, without
limitation, the Swap Agreement.
(d) The following definition of "Reimbursement
Agreement" is hereby added to Annex A to the Credit Agreement following the
definition of "Regulatory Change":
"Reimbursement Agreement" shall mean the
Reimbursement Agreement dated as of June 3, 1999 between
each of TLX and ISE and the Lender.
(e) The following definitions are added to Annex A to
the Credit Agreement following the definition of "Taxes":
"Tax-Exempt Bonds" shall mean the Variable Rate
Demand/Fixed Rate Tax-Exempt Revenue Bonds (Integrated
Systems Engineering, Inc. Project) Series 1999A, issued
by the City of Logan, Utah pursuant to the Tax-Exempt
Indenture.
"Tax-Exempt Indenture" shall mean the Indenture of
Trust dated as of May 1, 1999, between the City of Logan,
Utah and Lender, as trustee, pursuant to which the Tax-
Exempt Bonds were issued.
"Taxable Bonds" shall mean the Taxable Variable
Rate Demand/Fixed Rate Revenue Bonds (Integrated Systems
Engineering, Inc. Project) Series 1999B, issued by ISE
pursuant to the Taxable Indenture.
"Taxable Indenture" shall mean the Indenture of
Trust dated as of May 1, 1999, between ISE and Lender, as
trustee, pursuant to which the Taxable Bonds were issued.
(f) Annex D to the Credit Agreement is deleted and
Annex D attached hereto is substituted therefor.
2. Conditions Precedent. The obligation of the Lender
under this Agreement is subject to the receipt and review, to the satisfaction
of the Lender, of the following:
(a) Amendment Agreement. This Agreement duly executed
by the parties hereto; and
(b) Other. Such other agreements as the Lender shall
require.
4. Reaffirmation by the Borrowers. The Borrowers acknowledge
that each is legally, validly and enforceably jointly and severally indebted to
the Lender under the Notes, and each of TLX and ISE is legally, validly and
enforceably jointly and severally indebted to the Lender under the Reimbursement
Agreement, without defense, counterclaim or offset, and that each, as the case
may be, is legally, validly and enforceably liable to the Lender for all costs
and expenses of collection and reasonable attorneys' fees related to or in any
way arising out of this Agreement, the Notes, the Credit Agreement, the
Reimbursement Agreement and the other Loan Documents. The Borrowers hereby
restate and agree to be bound by all covenants contained in the Credit
Agreement, the Reimbursement Agreement and the other Loan Documents and reaffirm
that all of the representations and warranties contained in the Credit
Agreement, the Reimbursement Agreement and the other Loan Documents remain true
and correct in all material respects with the exception that the financial
statements described therein are deemed true as of the date made. The Borrowers
represent that except as set forth in the Credit Agreement, the Reimbursement
Agreement and the other Loan Documents, there are no pending, or to each
Borrower's knowledge threatened, legal proceedings to which any of the Borrowers
or any of the Guarantors is a party which materially and adversely affect the
transactions contemplated by this Agreement or the ability of the Borrowers or
any of the Guarantors to conduct its business on a consolidated basis. The
Borrowers and the Guarantors acknowledge and represent that the resolutions of
each dated July 27, 1995 (except for resolutions of Trans-Lux Midwest
Corporation which are dated February 13, 1997) and the resolutions of TLX and
ISE dated May 27, 1999, remain in full force and effect and have not been
modified, amended, rescinded or otherwise abrogated.
5. Reaffirmation by the Guarantors. The Guarantors
acknowledge that each is legally and validly indebted to the Lender under the
Guaranty of each without defense, counterclaim or offset, and affirms that each
Guaranty remains in full force and effect and includes, without limitation, the
indebtedness, liabilities and obligations arising under or in any way connected
with the Loans, the Reimbursement Agreement, this Agreement and the other Loan
Documents, whether now existing or hereafter arising.
6. Reaffirmation re: Collateral. The Borrowers and the
Guarantors reaffirm the liens, security interests and pledges granted to the
Lender pursuant to the Loan Documents to secure the obligations of each
thereunder.
7. Other Representations by Borrower and Guarantors. Each of
the Borrowers and the Guarantors represents and confirms that (a) no Event of
Default has occurred and is continuing and that the Lender has not given its
consent to or waived any Default or Event of Default and (b) the Credit
Agreement and the other Loan Documents are in full force and effect and
enforceable against the Borrowers and the Guarantors in accordance with the
terms thereof. Each of the Borrowers and Guarantors represents and confirms
that as of the date hereof, each has no claim or defense (and each of the
Borrowers and the Guarantors hereby waives every claim and defense as of the
date hereof) against the Lender arising out of or relating to the Credit
Agreement, this Agreement and the other Loan Documents or the making,
administration or enforcement of the Loans and the remedies provided for under
the Loan Documents.
8. No Waiver by Lender. Each of the Borrowers and the
Guarantors acknowledges that (a) by execution of this Agreement, the Lender is
not waiving any Default, whether now existing or hereafter occurring, disclosed
or undisclosed, by the Borrower or the Guarantors under the Loan Documents and
(b) the Lender reserves all rights and remedies available to it under the Loan
Documents and otherwise.
9. Prejudgment Remedy Waiver; Waivers. EACH OF THE BORROWERS
AND THE GUARANTORS ACKNOWLEDGES THAT THE LOANS AND THE TRANSACTIONS EVIDENCED BY
THE NOTES, THE CREDIT AGREEMENT, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE
COMMERCIAL TRANSACTIONS AND EACH WAIVES ITS RIGHTS TO NOTICE AND HEARING PRIOR
TO THE ISSUANCE OF ANY PREJUDGMENT REMEDY, OR AS OTHERWISE ALLOWED BY ANY STATE
OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE LENDER MAY
DESIRE TO USE, AND FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT,
NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF ANY RENEWALS OR EXTENSIONS. EACH OF
THE BORROWERS AND THE GUARANTORS ACKNOWLEDGES THAT IT MAKES THIS WAIVER
KNOWINGLY, WILLINGLY, VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.
10. Jury Trial Waiver. EACH OF THE BORROWERS AND THE
GUARANTORS WAIVES TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING
ON ANY MATTER ARISING IN CONNECTION WITH, OR IN ANY WAY RELATED TO, THE
FINANCING TRANSACTIONS OF WHICH THE NOTES, THE CREDIT AGREEMENT, THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS IS A PART OR THE ENFORCEMENT OF ANY OF THE LENDER'S
RIGHTS. EACH OF THE BORROWERS AND THE GUARANTORS ACKNOWLEDGES THAT IT MAKES
THIS WAIVER KNOWINGLY, WILLINGLY, VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.
11. Miscellaneous.
(a) This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
(b) This Agreement and the rights and obligations of
the parties hereunder shall be governed by and construed in accordance with, the
law of the State of Connecticut.
(c) This Agreement shall be deemed a Loan Document
under the Credit Agreement for all purposes.
The parties have executed this Agreement as of the date first
written above.
BORROWERS:
---------
TRANS-LUX CORPORATION
By /s/ Victor Liss
--------------------------------------
Victor Liss
Title: President
By /s/ Angela Toppi
--------------------------------------
Angela Toppi
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX DISPLAY CORPORATION
By /s/ Victor Liss
--------------------------------------
Victor Liss
Title: President
By /s/ Angela Toppi
--------------------------------------
Angela Toppi
Title: Senior Vice President and
Chief Financial Officer
TRANS-LUX MONTEZUMA CORPORATION
By /s/ Victor Liss
--------------------------------------
Victor Liss
Title: President
By /s/ Angela Toppi
--------------------------------------
Angela Toppi
Title: Senior Vice President and
Chief Financial Officer
INTEGRATED SYSTEMS ENGINEERING, INC.
By /s/ Victor Liss
--------------------------------------
Victor Liss
Title: President
By /s/ Angela Toppi
--------------------------------------
Angela Toppi
Title: Senior Vice President and
Chief Financial Officer
GUARANTORS:
TRANS-LUX DISPLAY CORPORATION
TRANS-LUX CANADA, LTD.
TRANS-LUX COCTEAU CORPORATION
TRANS-LUX COLORADO CORPORATION
TRANS-LUX DURANGO CORPORATION
TRANS-LUX EXPERIENCE CORPORATION
TRANS-LUX HIGH FIVE CORPORATION
TRANS-LUX INVESTMENT CORPORATION
TRANS-LUX LOMA CORPORATION
TRANS-LUX LOVELAND CORPORATION
TRANS-LUX MIDWEST CORPORATION
TRANS-LUX MONTEZUMA CORPORATION
TRANS-LUX MULTIMEDIA CORPORATION
TRANS-LUX PENNSYLVANIA CORPORATION
TRANS-LUX PTY, LTD.
TRANS-LUX SEAPORT CORPORATION
TRANS-LUX SERVICE CORPORATION
TRANS-LUX SOUTHWEST CORPORATION
TRANS-LUX STORYTELLER CORPORATION
TRANS-LUX SYNDICATED PROGRAMS
CORPORATION
TRANS-LUX TAOS CORPORATION
TRANS-LUX THEATRES CORPORATION
INTEGRATED SYSTEMS ENGINEERING, INC.
SAUNDERS REALTY CORPORATION
By /s/ Victor Liss
--------------------------------------
Victor Liss
Title: President
By /s/ Angela Toppi
--------------------------------------
Angela Toppi
Title: Senior Vice President and
Chief Financial Officer
LENDER:
------
FIRST UNION NATIONAL BANK
By /s/ James J. McKenna
---------------------------------------
James J. McKenna
Title: Executive Vice President
ANNEX D
to
CREDIT AGREEMENT
Dated as of August 28, 1995
FINANCIAL STATEMENTS, PROJECTIONS AND NOTICES
---------------------------------------------
(a) Promptly upon filing thereof, a copy of the Report on Form
10-Q from TLX together with a certificate of the Chief Financial Officer of the
Borrowers that such financial statements contained therein and present fairly in
accordance with GAAP the consolidated financial position and the consolidated
results of operations and the consolidated statements of cash flow of the
Borrowers as at the end of such Fiscal Quarter and for the period then ended,
and that there was no Default in existence as of such time.
(b) Promptly upon filing thereof, a copy of the Report of Form 10-K
together with (i) a statement in reasonable detail showing the calculations used
in determining the Applicants' compliance with the financial covenants set forth
in Section 6.11, (ii) a certification of the Chief Executive Officer or Chief
Financial Officer of the Applicants, in the form of "Rider 1" hereto that all
such financial statements present fairly in accordance with GAAP the cash flows,
the results of operations and the balance sheet of the Borrowers and their
Subsidiaries as at the end of such Fiscal Year and for the period then ended and
that, to their knowledge, there was no Default in existence as of such time.
(c) As soon as practicable, but in any event within five (5)
Business Days after the Borrowers become aware of the existence of any Default,
or any development or other information which would have a Material Adverse
Effect, telephonic or telegraphic notice specifying the nature of such Default
or development or information, including the anticipated effect thereof, which
notice shall be promptly confirmed in writing within five (5) days.
(d) Upon the Lender's request, copies of all federal, state, local
and foreign tax returns, information returns and reports in respect of income,
franchise or other taxes on or measured by income (excluding sales, use or like
taxes) filed by the Borrowers or any Subsidiary thereof.
(e) Promptly upon the issuance thereof, copies of all reports to the
Securities and Exchange Commission or any other governmental agency or any
securities exchange located in the United States of America where TLX or any
Subsidiary is listed, and all reports, notices or statements sent to its
stockholders or to the holders of any Indebtedness or to the Trustee or any
other trustee under any indenture under which the same is issued.
(f) As soon as possible, and in any event within ten days after the
Borrowers know or have reason to believe that any of the events or conditions
specified below with respect to any Plan of Multiemployer Plan has occurred or
exists with respect to the Borrowers or any of their Subsidiaries, a statement
signed by a senior officer of the Borrowers setting forth details respecting
such event or condition and the action, if any, that the Applicants, any
Subsidiary thereof or any ERISA Affiliate proposes to take with respect thereto
(and a copy of any report or notice required to be filed with or given to PBGC
by the Applicants, any Subsidiary thereof or any ERISA Affiliate with respect to
such event or condition):
(i) any reportable event, as defined in Section 4043(b) of
ERISA and the regulations issued thereunder, with respect to a Plan, as to which
PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA
that it be notified within 30 days of the occurrence of such event (provided
that a failure to meet the minimum funding standard of Section 412 of the IRC or
Section 302 of ERISA shall be a reportable event regardless of the issuance of
any waivers in accordance with Section 412(d) of the IRC);
(ii) the filing under Section 4041 of ERISA of a notice of
intent to terminate any Plan or the termination of any Plan;
(iii) the institution by PBGC of proceedings under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan, or the receipt by the Applicants, any Subsidiary thereof
or any ERISA Affiliate of a notice from a Multiemployer Plan that such action
has been taken by PBGC with respect to such Multiemployer Plan;
(iv) the complete or partial withdrawal by the Applicants,
any Subsidiary thereof or any ERISA Affiliate under Section 4201 or 4204 of
ERISA from a Multiemployer Plan, or the receipt by the Applicants, any
Subsidiary thereof or any ERISA Affiliate of notice from a Multiemployer Plan
that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of
ERISA or that it intends to terminate or has terminated under Section 4041A of
ERISA; and
(v) the institution of a proceeding by a fiduciary or any
Multiemployer Plan against the Applicants, any Subsidiary thereof or any ERISA
Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed
within 30 days.
(vi) Such other reports and information respecting the
Applicants' business, financial condition or prospects as the Lender may, from
time to time, reasonably request.
Rider 1
-------
Pursuant to the terms of the Reimbursement Agreement (the "Agreement")
dated as of June ___, 1999, between Trans-Lux Corporation and Integrated Systems
Engineering, Inc. (the "Borrowers") and First Union National Bank, Inc.
(the "Lender"), the Borrowers certify to the Lender as follows:
1. The consolidated financial statements delivered herewith
for the period ended ____________ present fairly in accordance with GAAP the
consolidated financial position, the consolidated results of operations and the
consolidated statements of cash flow of such Borrower as at the end of such
period.
2. The representations, warranties and covenants of such
Borrower set forth in the Agreement, or which are contained in any certificate,
document or financial or other statement furnished pursuant to or in connection
with the Agreement, are true and correct in all material respects on and as of
the date hereof, except as set forth in the attached Exhibit "A", which contains
a full and complete listing, as of the date hereof, of any changes which vary
from the above-mentioned representations, warranties and covenants;
3. Immediately prior to and immediately after the date
hereof, no Event of Default, as defined in the Agreement, will have occurred and
will be continuing under the Agreement or any and all related documentation, and
there has occurred no event which would, if uncured or uncorrected, constitute
an Event of Default with the giving of notice, passage of time or both; and
4. There are no liquidation or dissolution proceedings
pending or to its knowledge threatened against such Borrower, and no other event
has occurred affecting or threatening the corporate existence of such Borrower.
TRANS-LUX CORPORATION
By______________________________________
Name:
Title:
INTEGRATED SYSTEMS ENGINEERING, INC.
By______________________________________
Name:
Title:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,021
<SECURITIES> 4,827
<RECEIVABLES> 7,362
<ALLOWANCES> 0
<INVENTORY> 5,094
<CURRENT-ASSETS> 20,290
<PP&E> 110,042
<DEPRECIATION> 40,620
<TOTAL-ASSETS> 101,334
<CURRENT-LIABILITIES> 8,267
<BONDS> 31,682
<COMMON> 2,740
0
0
<OTHER-SE> 23,131
<TOTAL-LIABILITY-AND-EQUITY> 101,334
<SALES> 14,341
<TOTAL-REVENUES> 29,488
<CGS> 9,156
<TOTAL-COSTS> 18,484
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,967
<INCOME-PRETAX> 428
<INCOME-TAX> 192
<INCOME-CONTINUING> 236
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 236
<EPS-BASIC> 0.18
<EPS-DILUTED> 0.18
</TABLE>
