-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TZ32839rkQLocEyNTjnuUiInO4bIgfZOgDSQzZkgySMNAjUXMhIjI7njkjAx1bJH Ef9kwkt/rqNnHjmloD6THA== 0000099106-04-000048.txt : 20040512 0000099106-04-000048.hdr.sgml : 20040512 20040512155415 ACCESSION NUMBER: 0000099106-04-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040511 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS LUX CORP CENTRAL INDEX KEY: 0000099106 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 131394750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02257 FILM NUMBER: 04799460 BUSINESS ADDRESS: STREET 1: 110 RICHARDS AVE CITY: NORWALK STATE: CT ZIP: 06856-5090 BUSINESS PHONE: 2038534321 MAIL ADDRESS: STREET 1: 110 RICHARDS AVENUE CITY: NORWALK STATE: CT ZIP: 06856-5090 8-K 1 tx8k0511.txt 8K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K _______________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2004 TRANS-LUX CORPORATION --------------------- (Exact name of registrant as specified in its charter) Delaware 1-2257 13-1394750 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 110 Richards Avenue, Norwalk, CT 06856-5090 -------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 853-4321 - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events On May 11, 2004, Trans-Lux Corporation issued a press release on the financial performance for the first quarter of 2004 and sale of Australian Subsidiary. Item 7. Financial Statements and Exhibits (c) Exhibits. 99 Press release dated May 11, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRANS-LUX CORPORATION By: /s/ Angela D. Toppi ------------------------ Angela D. Toppi Executive Vice President and Chief Financial Officer Date: May 12, 2004 EX-99 2 ex99.txt PRESS RELEASE AND FINANCIAL TABLE Exhibit 99 FOR IMMEDIATE RELEASE For Further Information Contact: Angela D. Toppi Executive Vice President & CFO 203/853-4321 atoppi@trans-lux.com TRANS-LUX REPORTS FIRST QUARTER RESULTS, SALE OF AUSTRALIAN SUBSIDIARY NORWALK, CT, May 11, 2004 - Trans-Lux Corporation (AMEX:TLX), a leading supplier of programmable electronic information displays and owner/operator of cinemas, today reported financial results for the first quarter ended March 31, 2004. Trans-Lux President and Co-Chief Executive Officer Michael R. Mulcahy made the announcement. Revenues for the quarter totaled $12.3 million, versus $15.2 million last year. The 2003 figure included the revenues of the Company's Custom Sports business that was sold in March 2003. As recently announced, the Company sold its stock holdings in its Australian subsidiary subsequent to the first quarter of 2004 and therefore has reclassified results in this area as a discontinued operation. Income from continuing operations for the first quarter was $23,000 ($0.02 per share), compared to $43,000 ($0.03 per share) during the same period in 2003. For such discontinued operation, the Company reported net income of $15,000 ($0.01 per share), down significantly from $224,000 ($0.18 per share) during last year's first quarter, which included a foreign currency exchange gain of $77,000, net of tax. Cash flow, as defined by EBITDA, was strong but also down to $3.4 million from $4.5 million quarter to quarter, primarily due to the sale of the Custom Sports business in the first quarter of 2003. Trans-Lux successfully completed its offer to exchange $1,000 principal amount of its new 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 ("New Notes") for each $1,000 principal amount of its 7 1/2% Convertible Subordinated Notes due 2006 ("Old Notes"). The exchange offer commenced March 2 and expired on April 14, 2004. A total of $17,868,000 principal amount of Old Notes were exchanged. The New Notes provide for a longer term, a higher interest rate, will be convertible into Common Stock at a lower conversion price of $9.00 per share until March 1, 2007 and are senior to the Old Notes and the Company's 9 1/2% Subordinated Debentures due 2012. "The cost-savings program that we implemented Company wide mid-last year has had a positive impact on our bottom line," said Executive Vice President and Co-Chief Executive Officer Thomas Brandt. "It contributed to our showing a profit for the quarter and has helped to position the Company for forward momentum and growth." The Entertainment/Real Estate division performed strongly during the quarter, with revenues rising four percent quarter to quarter and gross profits up 19%. Top grossing films for the quarter included The Passion of the Christ, 50 First Dates and Starsky and Hutch. The Company completed renovations, which included stadium seating, at its High-Five Theatre complex in Durango, Colorado, as well as the expansion of two additional stadium-seated screens. The Outdoor display division had a much stronger quarter than last year, primarily due to cost reduction efforts that increased efficiency across all operations and the sale of the Company's Custom Sports business, which it sold during the first quarter of 2003. The Company is pleased with the results of its Catalog Scoreboard business, which is operating in line with expectations. Adverse economic conditions continued to impact the Indoor display division's customers, particularly affecting equipment rentals in the financial markets. Despite these difficulties, the Indoor display division secured a number of new orders, including several for DataWall(R) and VisionWriter(R) displays for retail banking and brokerage offices, and trading room displays including DataWalls, LED Jets(R) and PictureWalls(TM) from a number of firms in various segments of the financial services market. In the gaming sector, Trans-Lux won several new orders in Las Vegas during the quarter, including a large order from the Bellagio Hotel & Casino to replace its existing electronic sports book display system. Other new orders included a sports book system for the Flamingo Hotel & Casino and additional sports displays at the Hard Rock Hotel & Casino. Trans-Lux continued to expand its work in the government and private sectors. The Company was awarded a contract for DataWall displays at a command and control center for the U.S. Secret Service. Government and military hospitals, as well as national HMOs, continued to order pharmacy displays for use with their patient notification systems. Trans-Lux received additional orders from a major food retailer for in-store promotional displays, consisting of custom-packaged LED and LCD displays, and continued to receive orders for displays for business school classroom applications. The Company also sold another 50-foot long LED Jet sports and entertainment display to an upscale sports bar in Boston to complement an earlier installation. Trans-Lux is a worldwide, full-service provider of integrated multimedia systems for today's communications environments. The essential elements of these systems are real-time, programmable electronic information displays we manufacture, distribute and service. Designed to meet the evolving communications needs of both the indoor and outdoor markets, these displays are used primarily in applications for the financial, banking, gaming, corporate, transportation, entertainment and sports industries. In addition to its display business, the Company owns and operates a chain of motion picture theatres in the western Mountain States. (Table of Operations attached) ### Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 The Company may, from time to time, provide estimates as to future performances. 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, interest rate and foreign exchange fluctuations, terrorist acts and war. TRANS-LUX CORPORATION RESULTS OF OPERATIONS (Unaudited) THREE MONTHS ENDED MARCH 31 --------------------- (In thousands, except per share data) 2004 2003 (1) --------------------- Revenues $12,329 $15,193 Net income: Income from continuing operations 23 43 Income from discontinued operation (2) 15 224 ------------------- Net income 38 267 Calculation of EBITDA - add: Interest expense, net 915 973 Provision for income taxes 19 246 Depreciation and amortization 2,444 2,915 Effect of discontinued operation (2) 25 79 ------------------- EBITDA (3) $ 3,441 $ 4,480 Earnings per share - basic and diluted: Earnings per share from continuing operations $ 0.02 $ 0.03 Earnings per share from discontinued operation (2) 0.01 0.18 ------------------- Earnings per share - basic and diluted $ 0.03 $ 0.21 Average common shares outstanding - basic and diluted 1,261 1,261 (1) During the first quarter of 2003, the Company sold its Custom Sports business and is therefore posting lower revenues since there were no further sales from Custom Sports after the first quarter of 2003. (2) Discontinued operation represents the Australian subsidiary, which was sold in April 2004. (3) EBITDA is defined as earnings before effect of interest, income taxes, depreciation and amortization. EBITDA is presented here because it is a widely accepted financial indicator of a company's ability to service and/or incur indebtedness. However, EBITDA should not be considered as an alternative to net income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of a company's profitability or liquidity. The Company's measure of EBITDA may not be comparable to similarly titled measures reported by other companies.
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