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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 June 30, 2003 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
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities and Exchange Act of 1934).
YES NO X
--- ---
The number of shares outstanding of registrant's Common stock, par value $.10
per share, at June 30, 2003 was 3,139,737.
TRANS-INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
FORM 10-Q - FOR THE QUARTER ENDED JUNE 30, 2003
INDEX
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
A. Consolidated Statements of Operations ---
Three months ended June 30, 2003 and 2002.
Six months ended June 30, 2003 and 2002.
B. Consolidated Statements of Comprehensive Income/(Loss)
Six months ended June 30, 2003 and 2002.
C. Consolidated Balance Sheets ---
June 30, 2003 and December 31, 2002
D. Consolidated Statements of Cash Flows ---
Six months ended June 30, 2003 and 2002.
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
Item 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
2
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
A.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For 3 Months Ended: For 6 Months Ended:
------------------- -------------------
6/30/03 6/30/02 6/30/03 6/30/02
------- ------- ------- -------
1. Gross sales less discounts, returns and allowances $ 8,542,959 $ 8,256,438 $ 17,192,759 $ 17,055,119
2. Cost of goods sold 5,862,470 6,050,842 11,921,401 11,860,388
------------ ------------ ------------ ------------
3. Gross Profit 2,680,489 2,205,596 5,271,358 5,194,731
4. Selling, general and administrative exp. 2,657,598 2,498,760 5,295,986 4,788,983
5. Restructuring costs (note 8) -0- -0- 272,859 -0-
------------ ------------ ------------ ------------
6. Operating income/(loss) 22,891 (293,164) (297,487) 405,748
7. Other (income)/ expense
Interest expense 161,720 218,928 331,769 432,510
Other income (1,999) (14,045) (2,008) (13,130)
------------ ------------ ------------ ------------
Total other (income)/expense 159,721 204,883 329,761 419,380
------------ ------------ ------------ ------------
8. Earnings/(loss) before income taxes (136,830) (498,047) (627,248) (13,632)
9. Income tax expense/(benefit) -0- (541,000) (17,000) (366,000)
------------ ------------ ------------ ------------
10. Net earnings/(loss) $ (136,830) $ 42,953 $ (610,248) $ 352,368
============ ============ ============ ============
11. Earnings/(loss) per share: (note 6)
Basic $ (.04) $ .01 $ (.19) $ .11
Diluted $ (.04) $ .01 $ (.19) $ .11
============ ============ ============ ============
See Notes to Financial Statements
3
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
B.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) (Unaudited)
SIX MONTHS ENDED JUNE 30, 2003 AND 2002
2003 2002
----------- ------------
Net earnings/(loss) $ (610,248) $ 352,368
Other comprehensive loss:
Equity adjustment from foreign
currency translation. (5,756) (32,066)
----------- ------------
Comprehensive earnings/(loss) $ (616,004) $ 320,302
=========== ============
See Notes to Financial Statements
4
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
C. CONSOLIDATED BALANCE SHEETS
ASSETS
Current Assets 6/30/03 12/31/02
(Unaudited) (Audited)
----------- ---------
Cash $ 64,458 $ 24,996
Accounts receivable 8,859,428 9,049,864
Notes receivable 135,850 -0-
Inventories (Note 2) 10,776,913 11,069,129
Prepaid expenses 305,275 293,429
Deferred income taxes 903,000 968,000
Refundable income taxes 146,000 146,000
------------ ------------
Total current assets 21,190,924 21,551,418
Property, Plant & Equipment, at Cost
Non-current
Land 99,746 306,881
Land Improvements 40,343 40,343
Buildings 4,243,378 5,825,461
Machinery & equipment 10,672,141 10,388,961
------------ ------------
15,055,608 16,561,646
Less: accumulated
depreciation (11,232,786) (12,444,923)
------------ ------------
Net plant and equipment 3,822,822 4,116,723
Other Assets
Investments in affiliates 68,484 68,484
Patents, licenses & trademarks,
net of accumulated amortization 13,670 16,168
Net real estate held for sale 144,072 -0-
Goodwill 150,369 150,369
Sundry 50,000 -0-
------------ ------------
Total assets $ 25,440,341 $ 25,903,162
============ ============
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities 6/30/03 12/31/02
(Unaudited) (Audited)
----------- ---------
Notes Payable (Note 5) $ 6,911,849 $ 7,072,265
Current installments
- Long term debt (Note 5) 3,595,797 930,845
Accounts payable - trade 4,414,674 3,441,720
Accrued liabilities 1,462,079 1,620,226
Income taxes (17,000) -0-
------------ ------------
Total current liabilities 16,367,399 13,065,056
Deferred income taxes - Non-current 458,000 483,000
Long term debt, less
Current portion shown above (Note 5) -0- 3,185,252
Other non-current liabilities 322,816 261,729
Stockholders' Equity
Preferred stock of $1.00 par value
per share - authorized 500,000
shares; 19,000 issued 19,000 19,000
Common stock of $.10 par value per
share - authorized 10,000,000 shares;
3,139,737 shares issued 313,974 313,974
Additional paid-in capital 5,953,081 5,953,081
Retained earnings 1,921,226 2,531,469
Foreign currency translation 84,845 90,601
------------ ------------
8,292,126 8,908,125
------------
Total liabilities and stockholders' equity $ 25,440,341 $ 25,903,162
============ ============
See Notes to Financial Statements.
5
TRANS-INDUSTRIES, INC.
Consolidated Statements of Cash Flows
D. For the Six Months Ended June 30, 2003 and 2002
2003 2002
---- ----
(Unaudited) (Unaudited)
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings/(loss) $ (610,248) $ 352,368
Adjustments to reconcile net earnings/(loss)
to net cash provided by operations:
Loss on disposal of Vultron International Ltd. Assets 272,859 -0-
Depreciation/Amortization 467,038 463,316
Decrease (increase) in accts. receiv. 87,018 921,602
Decrease (increase) in refundable
income taxes -0- 764,606
Deferred income taxes (benefit) 40,000 1,017,000
Decrease (increase) in inventory (140,071) 261,483
Decrease (increase) in prepaid exp. (44,374) 107,567
Increase (decrease) in accts. payable 1,048,585 127,079
Increase (decrease) in accr. liab. (74,254) (227,624)
Increase (decrease) in income taxes (17,000) 30,000
(Gain) Loss on sale of Property and Equipment (1,500) (9,529)
Other (47,497) 692
----------- -----------
Net Cash Provided (Used) by Operations 980,556 3,808,560
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (317,209) (187,979)
Proceeds from sale of Property & Equip. 1,500 11,451
----------- -----------
Net Cash Provided (Used) by Investing (315,709) (176,528)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (repayment) of term
borrowings (459,213) (558,760)
Net proceeds (payment) of credit line (160,416) (3,112,881)
----------- -----------
Net Cash Provided (Used) by Financing (619,629) (3,671,641)
Foreign currency translation (5,756) (32,066)
----------- -----------
Net decrease in cash 39,462 (71,675)
Cash at beginning of year 24,996 161,782
----------- -----------
Cash at end of quarter $ 64,458 $ 90,107
=========== ===========
Supplemental Disclosures:
Interest paid $ 330,351 $ 383,801
Income taxes paid $ -0- $ -0-
See Notes to Financial Statements
6
TRANS-INDUSTRIES, INC.
Consolidated Statements of Cash Flows
D. For the Six Months Ended June 30, 2003 and 2002
(Continued)
Supplemental disclosure of non-cash investing activities:
In March 2003, the Company sold certain assets of Vultron International, Ltd. in
exchange for a note receivable of $ 160,000.
See Notes to Financial Statements
7
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,
2002 has been prepared from the Company's books and records without audit.
Financial information as of December 31, 2002 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, 2002.
2. Inventories
The major components of inventories are:
6/30/03 12/31/02
----------- -----------
Raw Materials $ 6,454,213 $ 6,810,004
Work in Process 3,074,536 3,731,319
Finished Goods 1,248,164 527,806
----------- -----------
$10,776,913 $11,069,129
=========== ===========
3. Principles of Consolidation
There have been no significant changes in the principles of consolidation
since our most recent audited financial statements.
4. Significant Accounting Policies
There have been no significant changes in accounting policies since our
most recent audited financial statements.
8
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Long-Term Debt
Trans-Industries continues to be in default on certain covenants of its
bank debt. The Company has not received a waiver for these defaults and the
lender has reserved its rights and remedies. The lender has been monitoring
the Company's demand line of credit and its term and mortgage loans.
Efforts are currently underway to refinance this debt. Trans-Industries has
retained Relational Advisors, LLC, financial advisors, to assist with
ongoing discussions with its lender, and in the refinancing efforts of this
debt. As a result of these circumstances, the Company has reflected all of
its existing lender debt as current at the end of the second quarter even
though the lender has not accelerated term debt maturity or demanded
payment. Additionally, on August 1, 2003 the bank increased the interest
rate on all the bank debt from prime plus 1.75% to prime plus 2.25%.
The Company also has a secured $8,500,000 line of credit, in the form of a
demand note, of which $6,911,849 was utilized at June 30, 2003. Interest is
charged at the bank's prime lending rate, plus 1.75% and is payable
monthly. Effective August 1, 2003, the bank increased the Company's
interest rate to prime plus 2.25%.
The line of credit agreement requires the Company to earn $1.00 per month.
The agreement also restricts the payment of dividends, repurchase of common
stock, and acquisition of property and equipment. At June 30, 2003, the
Company was not in compliance with the bank loan agreement and did not
request a waiver.
9
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Earnings (Loss) Per Share
For the three and six months ended June 30, 2003, and the six months ended
June 30, 2002 all options outstanding have been excluded from the
computation of diluted earnings (loss) per share as the effect would be
anti-dilutive. The following is a reconciliation of the numerator and
denominator of the basic and diluted earnings per share computation for the
three months ended June 30, 2002.
THREE MONTHS ENDED 6/30/02
--------------------------
PER SHARE
EARNINGS SHARES AMOUNT
-------- ------ ------
Basic earnings per share:
Earnings available to common stockholders: $ 42,953 3,139,737 $ .01
Effect of dilutive securities:
Stock Options -- 3,669 --
--------- --------- -------
Diluted earnings per share:
Earnings available to common stock
holders plus assumed conversion: $ 42,953 3,143,406 $ .01
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:
6/30/03 6/30/02
---------------------------- ----------------------------
LONG- LONG-
LIVED LIVED
REVENUES ASSETS REVENUES ASSETS
-------- ------ -------- ------
United States $11,923,168 $ 4,249,417 $13,117,138 $ 4,496,755
United Kingdom 231,284 -0- 969,472 204,136
Canada 5,026,217 -0- 2,854,012 -0-
Other 12,090 -0- 114,497 -0-
----------- ----------- ----------- -----------
Total $17,192,759 $ 4,249,417 $17,055,119 $ 4,700,891
=========== =========== =========== ===========
10
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. Restructuring Costs
In March of 2003, the Company sold the assets of its foreign subsidiary,
Vultron International. As a result, the Company recorded restructuring
charges in the amount of $272,859. This primarily relates to the loss on
the sale of the inventory.
9. Stock Based Compensation
At June 30, the Company has a stock-based employee compensation plan,
which is described more fully in Notes B & I in the Company's Annual Report. The
Company accounts for this plan under the recognition and measurement principles
of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. No stock-based employee compensation cost is reflected in net
income, as all options granted under those plans had an exercise price greater
than or equal to the market value of the underlying common stock on the date of
grant. The following table illustrates the effect on net earnings (loss) and
earnings (loss) per share if the company had applied the fair value recognition
provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation,
to stock-based employee compensation.
Three Months Ended June 30,
----------------------------
2003 2002
----------- ----------
Net earnings (loss), as reported $ (136,830) $ 42,953
Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of tax (10,195) (9,029)
----------- ----------
Pro forma net earnings (loss) $ (147,025) $ 33,924
----------- ----------
Earnings (loss) per share:
Basic-as reported $ (.04) $ .01
Basic-pro forma $ (.05) $ .01
Diluted-as reported $ (.04) $ .01
Diluted-pro forma $ (.05) $ .01
11
E. TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. Stock Based Compensation - Continued
Six Months Ended June 30,
-----------------------------
2003 2002
----------- -----------
Net earnings (loss), as reported $ (610,248) $ 352,368
Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of tax (20,390) (18,058)
----------- -----------
Pro forma net earnings (loss) $ (630,638) $ 334,310
----------- -----------
Earnings (loss) per share:
Basic-as reported $ (.19) $ .11
Basic-pro forma $ (.20) $ .11
Diluted-as reported $ (.19) $ .11
Diluted-pro forma $ (.20) $ .11
12
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For The Three and Six Months Ended June 30, 2003
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 second quarter of 2003 were $8.5 million compared with $8.3
million for the year ago period. Included in last year's results were $0.4
million of sales from a U. K. subsidiary, which was sold in the first quarter of
2003. For the six month period ended June 30, 2003, sales were $17.2 million
compared with $17.1 million last year with $1.1 million of these 2002 sales
attributable to the operation that was sold.
Incoming orders rose significantly above 2002 levels for lighting, environmental
and information products. In total, increases of more than 53% for the quarter
and 76% for the first six months were realized compared with the same periods
last year. Related to this was an increase in the Company's backlog, which rose
to $17.0 million at the end of June 2003, compared with $13.0 million at June
30, 2002.
A poor performance in April by the information systems business, partially
offset by pretax profits later in the second quarter, resulted in a loss of
$137,000, or $0.04 per share, for the second quarter of 2003. For the comparable
quarter of 2002, a profit of $43,000, or $0.01 per share, was recorded in part
because in June 2002, Trans-Industries received a federal income tax refund,
which was $396,000 higher than the estimated reserve established at December 31,
2001, due to a change in carry back provisions of the tax law. Accordingly, the
excess refund was credited in the second quarter of 2002. Included in the loss
of $137,000 were bank and consulting fees of more than $200,000 that were
recorded as general and administrative expenses. These fees were primarily the
result of the Company not replacing its primary lender with other financing.
Trans-Industries anticipates having a new lender in place early in the fourth
quarter. For the six months
13
ended June 30, 2003, the Company recorded a net loss of $610,000 or $0.19 per
share. This compares with a net profit of $352,000, or $0.11 per share, for the
same period in 2002.
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
For The Three and Six Months Ended June 30, 2003
Additionally, to address its profitability, in July Trans-Industries initiated a
significant restructuring program in the informational systems business. Costs
associated with the restructuring, which include, but are not limited to,
severance costs, legal fees, and advisor fees, have not yet been determined.
However, they will be reported as a separate line item (restructuring charges)
in the third quarter. Actions being implemented include personnel reductions,
elimination of various contract employees, elimination of certain product lines,
and the appointment of new management for the informational systems business. A
further cost reduction is expected from the consolidation of the information
systems business' two manufacturing facilities into one. Accordingly, the
Company's Rochester Hills facility has been listed with a broker for sale.
Interest
Interest expense amounted to approximately $162,000 and $219,000 for the second
quarter of 2003 and 2002, respectively. This decrease of $57,000 was the result
of slightly lower debt levels and interest rate reductions in 2003.
Financial Condition
Current financial resources coupled with anticipated restructuring of debt and
funds from operations are expected to meet funding requirements for the
remainder of the year, based upon present needs.
Inventory valuation is based upon the lower of cost or market. At June 30, 2003,
consolidated inventories were $10,776,913 compared to $11,044,905 a year ago.
Included in the inventory at June 30, 2002 is $642,530, of inventory which was
sold with Vultron International in March of 2003. Taking this reduction, into
account the Company's inventory increased by approximately $375,000. This is a
result of increased sales of the Company's lighting systems.
As mentioned in Note 5 to the financial statements, Trans-Industries continues
to be in default on certain covenants of its bank debt. As a result, the Bank
has the right, among other remedies, to demand payment in full of all the
liabilities. Pursuant to an agreement between Trans-Industries and Comerica
dated August 1, 2003, Comerica has agreed to forbear from taking action to
collect the liabilities until August 31, 2003. Among other things, the agreement
requires Trans-Industries to (a) continue to apply 100% of its cash in flows to
the line of credit between it and Comerica; (b) use its best efforts to
refinance all the debt by August 31, 2003; (c) pay interest on the debt at a
rate of prime plus 2.25% (raised from prime plus 1.75%); and (d) pledge to
Comerica, as additional collateral, all of its common stock holdings in its
wholly owned subsidiaries.
14
Although this agreement expires on August 30, 2003 the Company anticipates the
Bank will extend this agreement for another thirty days, however there can be no
assurances of this.
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK
We are exposed to the impact of interest rate changes and, to a lesser extent,
foreign currency fluctuations. We have not entered into interest rate
transactions for speculative purposes or otherwise. Our foreign currency
exposures were immaterial as of June 30, 2003. Our primary interest rate risk
exposure has resulted from floating rate debt related to our revolving loan
facility and would be immaterial to our results from operations if rates were to
increase 1% from June 30, 2003 rates. We currently do not hedge our exposure to
floating interest rate risk.
Item 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer have concluded, based on
their evaluation as of June 30, 2003, that our disclosure controls and
procedures are effective for gathering, analyzing and disclosing the information
we are required to disclose in our reports filed under the Securities Exchange
Act of 1934. There have been no changes in our internal controls that occurred
during the Company's most recent fiscal quarter that have materially affected,
or are reasonably likely to materially affect, the Company's internal controls.
PART II -- OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 21, 2003, the Company held its annual meeting of shareholders, to act on
proposals to: (1) elect six directors and (2) ratify the appointment of Grant
Thornton LLP as the Company's independent auditor for the fiscal year ending
December 31, 2003.
The following table sets forth the results of the voting on the election of
directors.
Nominee Votes For Votes Withheld Total Votes
- ------- --------- -------------- -----------
Dale S. Coenen 2,611,973 16,475 2,628,448
Duncan Miller 2,624,707 16,475 2,641,182
Harry E. Figgie, Jr. 2,617,807 16,475 2,634,282
O.K. "Bud" Dealey, Jr. 2,619,307 16,475 2,635,782
Jessie D. Swinea, Jr. 2,623,095 16,475 2,639,570
Robert J. Ruben 2,608,807 16,475 2,625,282
15
On the proposal to ratify Grant Thornton LLP as independent auditor for the
company there was 2,620,763 votes for the proposal and 2,296 votes withheld.
TRANS-INDUSTRIES, INC. AND SUBSIDIARIES
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
31.1 Certification of the CEO pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of the CFO pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of the CEO pursuant of 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32.2 Certification of the CFO pursuant of 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
On May 15, 2003 the company filed a current report on Form 8-K
regarding its first quarter financial results.
16
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: August 14, 2003 /s/ Kai Kosanke
-------------------- ----------------------------
Kai Kosanke, Treasurer
and Chief Financial Officer
Date: August 14, 2003 /s/ Keith LaCombe
-------------------- ----------------------------
Keith LaCombe
Assistant Treasurer
17
10-Q EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-31.1 Certification of Chief Executive Officer
EX-31.2 Certification of Chief Financial Officer
EX-99.1 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
EX-99.2 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002