SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2001 Commission File Number 0-4539
TRANS-INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2598139
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2637 S. Adams Road, Rochester Hills, MI 48309
---------------------------------------------
(Address) (Zip Code)
Registrant's Telephone Number, including Area Code (248) 852-1990
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 and Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
The number of shares outstanding of registrant's Common stock, par value $.10
per share, at September 30, 2001 was 3,139,737.
1
TRANS-INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
FORM 10-Q - FOR THE QUARTER ENDED SEPTEMBER 30, 2001
INDEX
PART I. Financial Information
Item 1. FINANCIAL STATEMENTS
A. Consolidated Statements of Operations ---
Three months ended September 30, 2001 and 2000.
Nine months ended September 30, 2001 and 2000.
B. Consolidated Statements of Comprehensive Loss ---
Nine months ended September 30, 2001 and 2000.
C. Consolidated Balance Sheets ---
September 30, 2001 and December 31, 2000.
D. Consolidated Statements of Cash Flows ---
Nine months ended September 30, 2001 and 2000.
E. Notes to Consolidated Financial Statements.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
PART II. Other Information
Item 6. EXHIBITS
2
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
A.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For 3 Months Ended: For 9 Months Ended:
------------------- -------------------
9/30/01 9/30/00 9/30/01 9/30/00
------- ------- ------- -------
1. Gross sales less discounts, returns and allowances $ 8,317,115 $ 10,296,543 $ 27,370,879 $ 34,573,951
2. Cost of goods sold 6,293,859 8,590,131 20,873,716 26,404,634
------------ ------------ ------------ ------------
3. Gross Profit 2,023,256 1,706,412 6,497,163 8,169,317
4. Selling, general and administrative exp. 2,414,991 2,432,929 7,508,996 8,071,861
5. Restructuring costs (note 8) 0 0 700,457 0
------------ ------------ ------------ ------------
6. Operating income/(loss) (391,735) (726,517) (1,712,290) 97,456
7. Other (income)/ expense
Interest expense 296,310 419,072 946,104 1,078,749
Other income (6,567) (9,786) (59,125) (26,015)
------------ ------------ ------------ ------------
Total other expense 289,743 409,286 886,979 1,052,734
------------ ------------ ------------ ------------
8. Loss before income taxes (681,478) (1,135,803) (2,599,269) (955,278)
9. Income tax benefit (143,000) (318,000) (490,000) (178,000)
------------ ------------ ------------ ------------
10. Net Loss $ (538,478) $ (817,803) $ (2,109,269) $ (777,278)
============ ============ ============ ============
11. Loss per share: (note 6)
Basic $ (.17) $ (.26) $ (.67) $ (.25)
Diluted $ (.17) $ (.26) $ (.67) $ (.25)
============ ============ ============ ============
12. Dividends per share $ .00 $ .00 $ .00 $ .00
============ ============ ============ ============
See Notes to Financial Statements
3
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
B.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
2001 2000
----------- -----------
Net Loss $(2,109,269) $ (777,278)
Other comprehensive loss:
Equity adjustment from foreign
currency translation (7,192) (126,780)
----------- -----------
Comprehensive loss $(2,116,461) $ (904,058)
=========== ===========
See Notes to Financial Statements
4
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
C.
CONSOLIDATED BALANCE SHEETS
ASSETS
------
Current Assets 9/30/01 12/31/00
- -------------- (Unaudited)
------------ ------------
Cash $ 121,622 $ 317,754
Accounts receivable, Net 9,471,679 10,925,535
Inventories (Note 2) 11,885,436 13,056,101
Prepaid expenses 464,949 427,183
Deferred income taxes 863,978 856,000
------------ ------------
Total current assets 22,807,664 25,582,573
Property, Plant & Equipment, at Cost
Land 306,881 306,881
Land Improvements 126,660 126,660
Buildings 5,362,528 5,958,794
Machinery & equipment 11,826,935 12,895,829
------------ ------------
17,623,004 19,288,164
Less: accumulated
depreciation (12,479,037) (11,996,151)
------------ ------------
Net plant and equipment 5,143,967 7,292,013
Other Assets
Investments in affiliates 68,484 68,484
Patents, licenses & trademarks,
net of accumulated amortization 35,138 76,438
Excess of cost of investment in
stock of subsidiary over equity in
underlying net assets of acquisition 1,366,631 1,487,985
Sundry 26,830 4,013
------------ ------------
Total assets $ 29,448,714 $ 34,511,506
============ ============
LIABILITIES AND STOCKHOLDERS EQUITY
-----------------------------------
Current Liabilities 9/30/01 12/31/00
------------------- (Unaudited)
------------ ------------
Notes Payable (Note 5) $ 7,723,246 $ 8,439,750
Current installments
- Long term debt (Note 5) 789,994 813,025
Accounts payable - trade 4,230,634 6,935,197
Accrued liabilities 1,158,369 1,464,214
Income taxes (727,197) (251,964)
------------ ------------
Total current liabilities 13,175,046 17,400,222
Deferred income taxes - Non-current 240,000 240,000
Long term debt
Current installments shown above (Note 5) 4,632,181 5,263,236
Other non-current liabilities 310,371 300,471
Stockholders' Equity
Preferred stock of $1.00 par value
per share - authorized 500,000
shares; 19,000 shares issued and
outstanding at 9/30/01 19,000 --
Common stock of $.10 par value per
share - authorized 10,000,000 shares;
3,139,737 shares issued and 3,139,737
outstanding at 9/30/01 313,974 313,974
Additional paid-in capital 5,953,081 4,072,081
Retained earnings 4,845,222 6,954,491
Foreign currency translation (40,161) (32,969)
------------ ------------
11,091,116 11,307,577
------------ ------------
Total liabilities and stockholders' equity $ 29,448,714 $ 34,511,506
============ ============
</Table>
See Notes to Financial Statements.
5
TRANS-INDUSTRIES, INC.
Consolidated Statements of Cash Flows
D. For the Nine Months Ended September 30, 2001 and 2000
2001 2000
----------- -----------
(Unaudited) (Unaudited)
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(2,109,269) $ (777,278)
Adjustments to reconcile net loss
to net cash used by operations:
Depreciation/Amortization 1,004,281 1,080,473
Decrease (increase) in accts. receiv. 1,453,856 (1,649,551)
Decrease (increase) in inventory 1,170,665 (277,139)
Decrease (increase) in prepaid exp. (37,766) (178,600)
Increase (decrease) in accts. payable (2,704,563) 1,043,152
Increase (decrease) in accr. liab. (305,845) (869,063)
Increase (decrease) in income taxes (475,233) (378,988)
Loss on sale of Property and Equipment 649,244 -0-
Other 14,525 -0-
----------- -----------
Net Cash Used by Operations (1,340,105) (2,006,994)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (398,756) (1,075,506)
Proceeds from sale of Property & Equip. 1,010,611 -0-
----------- -----------
Net Cash Provided/ Used by Investing 611,855 (1,075,506)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance preferred stock 1,900,000 -0-
Net increase (repayment) of long-term
debt (644,186) 631,542
Net proceeds (payment) of credit line (716,504) 2,438,880
----------- -----------
Net Cash Provided by Financing 539,310 3,070,422
Foreign currency translation (7,192) (126,780)
----------- -----------
Net decrease in cash (196,132) (138,858)
Cash at beginning of year 317,754 163,953
----------- -----------
Cash at end of quarter $ 121,622 $ 25,095
=========== ===========
Supplemental Disclosures:
Interest paid $ 896,944 $ 986,911
Income taxes paid $ -0- $ 300,000
See Notes to Financial Statements
6
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The financial information presented as of any date other than December 31
has been prepared from the Company's books and records without audit.
Financial information as of December 31 has been derived from the audited
financial statements of the Company. In the opinion of management, all
adjustments consisting of normal recurring adjustments, necessary for a
fair presentation of the financial information for the periods indicated,
have been included. For further information regarding the Company's
accounting policies, refer to the consolidated financial statements and
related notes included in the Company's annual report on form 10-K for the
year ended December 31, 2000.
2. Inventories
The major components of inventories are:
9/30/01 12/31/00
----------- -----------
Raw Materials $ 6,030,422 $ 6,984,323
Work in Process 3,619,734 3,262,522
Finished Goods 2,235,280 2,809,256
----------- -----------
$11,885,436 $13,056,101
=========== ===========
3. Principles of Consolidation
There have been no significant changes in the principles of consolidation
since our most recent audited financial statements.
4. Revenue Recognition
There have been no significant changes in accounting policies since our
most recent audited financial statements.
Revenue is recognized when persuasive evidence of an arrangement exists,
the price is fixed and determinable, delivery has occurred and
collectibility is reasonably assured.
7
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Long-Term Debt
Long-term debt at September 30, 2001 consisted of the following:
Trans-Industries, Inc., $3,840,000 term note, payable in $2,685,818
monthly installments of $40,725 which includes interest at
bank's prime lending rate, and a balloon payment of $1,927,007
in October 2004. The note is secured by substantially all the
assets of the Company.
Term note, payable in monthly installments of $896 98,276
including interest at a rate of 6%. The note is due December
21, 2001.
Term note, payable in monthly installments of $50,965. Interest is payable
monthly at the bank's prime lending rate plus .5%. The note is due November
2005 and is secured by substantially
all the assets of the Company. 2,497,294
Other 140,787
----------
5,422,175
Less current installments 789,994
----------
Long-term debt $4,632,181
==========
The Company also has a secured $13,000,000 line of credit, in the form of a
demand note, of which $7,723,246 was utilized at September 30, 2001.
Interest is charged at the bank's prime lending rate, plus 1%. The demand
note does not contain restrictive covenants nor require financial ratio's
to be met.
8
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Loss Per Share
For the three and Nine months ended September 30, 2000, and 2001 all
options outstanding have been excluded from the computation of diluted loss
per share as the effect would be anti-dilutive.
7. Segment Information
The Company operates in one market segment, the transportation industry,
with products directed towards customers in the mass transit, highway,
airline and rental car segments. Financial information summarized by
geographic area is as follows:
9/30/01 9/30/00
------------------------- -------------------------
LONG- LONG-
LIVED LIVED
REVENUES ASSETS REVENUES ASSETS
----------- ----------- ----------- -----------
United States $22,165,491 $ 6,329,632 $28,272,035 $ 7,173,162
United Kingdom 1,132,731 242,934 1,407,563 1,990,745
Canada 3,659,943 -0- 3,892,571 -0-
Other 412,714 -0- 1,001,782 -0-
----------- ----------- ----------- -----------
Total $27,370,879 $ 6,572,566 $34,573,951 $ 9,163,907
=========== =========== =========== ===========
8. Restructuring Costs
The Company, in June 2001, reported restructuring charges relating to the
consolidation of manufacturing facilities in England of approximately
$700,000. A major portion of this charge, $648,000, relates to the disposal
of redundant property and equipment. Also included in the restructuring
charges is $21,000 for severance pay and approximately $31,000 for the
cancellation of leases and miscellaneous fees.
9
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. Recent Accounting Pronouncements
On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 141, Business Combinations,
and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is effective for all
business combinations completed after June 30, 2001. SFAS 142 is effective for
fiscal years beginning after December 15, 2001; however, certain provisions of
this Statement apply to goodwill and other intangible assets acquired between
July 1, 2001 and the effective date of SFAS 142. Major provisions of these
Statements and their effective dates for the Company are as follows:
- - all business combinations initiated after June 30, 2001 must use the
purchase method of accounting. The pooling of interest method of accounting
is prohibited except for transactions initiated before July 1, 2001.
- - intangible assets acquired in a business combination must be recorded
separately from goodwill if they arise from contractual or other legal
rights or are separable from the acquired entity and can be sold,
transferred, licensed, rented or exchanged, either individually or as part
of a related contract, asset or liability
- - goodwill, as well as intangible assets with identifiable lives, acquired
after June 30, 2001, will not be amortized. Effective January 1, 2002, all
previously recognized goodwill and intangible assets with indefinite lives
will no longer be subject to amortization.
- - effective January 1, 2002, goodwill and intangible assets with indefinite
lives will be tested for impairment annually and whenever there is an
impairment indicator
- - all acquired goodwill must be assigned to reporting units for purposes of
impairment testing and segment reporting.
The Company will continue to amortize goodwill recognized prior to July 1, 2001,
under its current method until January 1, 2002, at which time annual and
quarterly goodwill amortization of $160,280 and $40,070 will no longer be
recognized. By December 31, 2002 the Company will have completed a transitional
fair value based impairment test of goodwill as of January 1, 2002. Impairment
losses, if any, resulting from the transitional testing will be recognized in
the quarter ended March 31, 2002, as a cumulative effect of a change in
accounting principle.
10. Subsequent Events
During the fourth quarter 2001, a decision was made to discontinue operations at
Transmatic Window Systems, Inc., a bus window manufacturing supplier. Charges
associated with the closure are yet to be determined. Efforts are currently
underway to complete the build out of orders that were in-house as of the date
of this decision. Operations should cease sometime in mid November of 2001 and
charges incurred with this decision will be recorded during the fourth quarter,
2001.
10
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For Nine Months Ended September 30, 2001
Forward-Looking Statements
This discussion highlights significant factors influencing the financial
condition and results of operations of Trans-Industries, Inc. It should be read
in conjunction with the financial statements and related notes. This discussion
includes certain forward-looking statements based on management's estimate of
trends and economic factors in the markets in which the corporation is active,
as well as the corporation's business plans. In light of recent securities law
developments, including the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the corporation notes that such forward-looking
statements are subject to risks and uncertainties. Accordingly, the
corporation's actual results may differ from those set forth in such statements.
Significant changes in economic conditions, regulatory or legislative changes
affecting Trans-Industries, Inc., its competitors, or the markets in which it is
active, or changes in other factors may cause future results to vary from those
expected by the corporation.
Sales and Earnings
Sales for the quarter ended September 30, 2001, were $8,317,115 compared to
$10,296,543 for the same period a year ago. This decrease of $1,979,428 is
attributed to declines in sales of highway information products and lighting
products in England. Additionally, a decline in sales of the Company's bus
window products was also a contributing factor.
During the third quarter of 2001, the Company recorded a net loss of $538,478 or
a $0.17 loss per share on sales of $8,317,115. For the same period last year,
sales were $ 10,296,543 with a net loss of $817,803 or a $0.26 loss per share.
The reduction in loss on less sales during the third quarter of 2001 as compared
to the same period a year ago reflects the cost savings realized by
consolidating the facilities in England.
For the nine months ending September 30 2001, sales were $27,370,879 with a net
loss of $2,109,269. $700,000 of this loss is the result of restructuring charges
incurred for consolidating the U.K. operations with the remaining losses
attributed to the bus window systems operation, the English lighting operation
and the development and testing of the RTEC core of information products. For
the same nine-month period a year ago, sales were $34,573,951 and a net loss of
$777,278 was recorded.
During the second quarter, 2001 "corrective" steps, as noted in the year-end
MD&A were implemented. In an effort to eliminate losses in the U.K., Transmatic
Europe and Vultron International operations were consolidated which will
effectively streamline production and eliminate redundant property and
equipment.
11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For Nine Months Ended September 30, 2001
Inventories
Inventory valuation is based upon the lower of cost or market. At September 30,
2001, consolidated inventories were $11,885,436 compared to $13,076,660 a year
ago. This decrease of $1,191,224 is a result of the Company's effort to bring
its inventory levels more in line with its sales volumes.
Interest
Interest expense amounted to approximately $296,000 and $419,000 for the third
quarter of 2001 and 2000, respectively. This decrease of $123,000 was the result
of slightly lower interest rates and lower debt levels in 2001.
Financial Condition
Current financial resources coupled with anticipated funds from operations and
those freed up through the consolidation of the Companies operations in England,
are expected to meet funding requirements for the remainder of the year, based
upon present needs.
12
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to the impact of foreign currency fluctuations.
International revenue from the Company's foreign subsidiaries were approximately
5% of total revenues for nine months ended September 30, 2001. The Company's
primary foreign currency exposure is the British Pound. The Company manages its
exposure to foreign currency assets and earnings primarily by funding certain
foreign currency denominated assets with liabilities in the same currency and,
as such, certain exposures are naturally offset.
The Company's financial results are affected by changes in U.S. and foreign
interest rates. The Company does not hold financial instruments that are subject
to market risk (interest rate risk and foreign exchange rate risk).
13
PART II. Other Information
Item 6. EXHIBITS
99(a) Secured Master Revolving Variable Rate Note
14
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-INDUSTRIES, INC.
Date: November 14, 2001 /s/ Kai Kosanke
------------------------------ -----------------------------
Kai Kosanke, Treasurer
and Chief Financial Officer
Date: November 14, 2001 /s/ Paul Clemo
----------------------------- -----------------------------
Paul Clemo
Assistant Treasurer
15
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99(a) Secured Master Revolving Variable Rate Note