-----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, ImoPHaCyNHlaUAkgPySaW55M9ZVV+yqZE1u67XswYkriMwV589a+QrK6nGTQdKso eehKhlMeHJ+s9uGD9JS9QQ== 0000099106-07-000017.txt : 20070814 0000099106-07-000017.hdr.sgml : 20070814 20070814131101 ACCESSION NUMBER: 0000099106-07-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-02257 FILM NUMBER: 071053149 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 10-Q 1 jun0710q.txt JUNE 2007 10-Q 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, 2007 ------------- 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) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (check one) Large accelerated filer Accelerated filer Non-accelerated filer X --- --- --- Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X --- --- 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 - -------- ------------------------------- ------------------ 08/13/07 Common Stock - $1.00 Par Value 2,019,355 08/13/07 Class B Stock - $1.00 Par Value 286,814 (Immediately convertible into a like number of shares of Common Stock.) TRANS-LUX CORPORATION AND SUBSIDIARIES Table of Contents Page No. -------- Part I - Financial Information (unaudited) Item 1. Consolidated Balance Sheets - June 30, 2007 and December 31, 2006 (audited) 1 Consolidated Statements of Operations - Three and Six Months Ended June 30, 2007 and 2006 2 Consolidated Statements of Cash Flows - Six Months Ended June 30, 2007 and 2006 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures about Market Risk 16 Item 4. Controls and Procedures 17 Part II - Other Information Item 1A. Risk Factors 17 Item 2. Unregistered Sales of Securities and Use of Proceeds 18 Item 3. Defaults upon Senior Securities 18 Item 4. Submission of Matters to a Vote of Security Holders 18 Item 5. Other Information 19 Item 6. Exhibits 19 Signatures 20 Exhibits Part I - Financial Information ------------------------------ TRANS-LUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30 December 31 In thousands, except share data 2007 2006 - ----------------------------------------------------------------------------------------------- (unaudited) (see Note 1) ASSETS Current assets: Cash and cash equivalents $ 4,255 $ 5,765 Available-for-sale securities 193 199 Receivables, less allowance of $1,079 - 2007 and $1,034 - 2006 6,057 6,721 Unbilled receivables 147 962 Other receivables 2,580 - Inventories 6,953 6,467 Prepaids and other 1,439 858 ------- ------- Total current assets 21,624 20,972 ------- ------- Rental equipment 91,255 88,903 Less accumulated depreciation 60,427 56,946 ------- ------- 30,828 31,957 ------- ------- Property, plant and equipment 39,715 39,459 Less accumulated depreciation 11,666 10,948 ------- ------- 28,049 28,511 Goodwill 1,004 1,004 Other assets 3,275 6,028 ------- ------- TOTAL ASSETS $84,780 $88,472 - ----------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,569 $ 2,412 Accrued liabilities 6,931 6,929 Current portion of long-term debt 5,883 3,162 ------- ------- Total current liabilities 15,383 12,503 ------- ------- Long-term debt: 8 1/4% Limited convertible senior subordinated notes due 2012 10,129 17,958 9 1/2% Subordinated debentures due 2012 1,057 1,057 Notes payable 28,168 32,522 ------- ------- 39,354 51,537 Deferred credits, deposits and other 3,344 3,782 Deferred income taxes - 476 Stockholders' equity: Capital stock Common - $1 par value - 5,500,000 shares authorized, 2,453,591 shares issued in 2007 and 2006 2,453 2,453 Class B - $1 par value - 1,000,000 shares authorized, 286,814 shares issued in 2007 and 2006 287 287 Additional paid-in-capital 14,742 13,897 Retained earnings 14,277 17,193 Accumulated other comprehensive loss (1,587) (1,853) ------- ------- 30,172 31,977 Less treasury stock - at cost - 434,331 common shares in 2007 and 1,475,588 common shares in 2006 3,473 11,803 ------- ------- Total stockholders' equity 26,699 20,174 ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $84,780 $88,472 - ----------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these consolidated financial statements.
1 TRANS-LUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended Six Months Ended June 30 June 30 ------------------ ------------------ In thousands, except per share data 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Revenues: Equipment rentals and maintenance $ 3,112 $ 3,487 $ 6,232 $ 7,007 Equipment sales 6,295 6,790 11,770 11,790 Theatre receipts and other 3,751 3,432 7,286 6,522 ------- ------- ------- ------- Total revenues 13,158 13,709 25,288 25,319 ------- ------- ------- ------- Operating expenses: Cost of equipment rentals and maintenance 2,734 2,949 5,486 5,908 Cost of equipment sales 4,533 4,958 8,463 8,726 Cost of theatre receipts and other 2,773 2,455 5,265 4,615 ------- ------- ------- ------- Total operating expenses 10,040 10,362 19,214 19,249 ------- ------- ------- ------- Gross profit from operations 3,118 3,347 6,074 6,070 General and administrative expenses (3,434) (3,102) (7,039) (6,480) Interest income 133 136 170 201 Interest expense/debt conversion cost (938) (1,160) (3,475) (2,288) Other income 593 19 593 18 ------- ------- ------- ------- Loss from operations before income taxes and income from joint venture (528) (760) (3,677) (2,479) Benefit for income taxes 132 238 787 810 Income from joint venture 132 129 224 203 ------- ------- ------- ------- Net Loss $ (264) $ (393) $(2,666) $(1,466) ======= ======= ======= ======= Loss per share - basic and diluted $ (0.11) $ (0.31) $ (1.42) $ (1.16) ======= ======= ======= ======= Weighted average common shares outstanding - basic and diluted 2,304 1,260 1,884 1,260 ======= ======= ======= ======= Cash dividends per share: Common Stock $ - $ - $ - $ 0.035 Class B Stock $ - $ - $ - $0.0315 - ------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these consolidated financial statements.
2 TRANS-LUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended June 30 --------------------- In thousands 2007 2006 - ------------------------------------------------------------------------------------------------ Cash flows from operating activities Net loss $(2,666) $ (1,466) Adjustment to reconcile net loss to net cash provided by operating activities Depreciation and amortization 4,474 4,770 Income from joint venture (224) (203) Deferred income taxes (787) (684) Exchange of 8 1/4% Notes for Common Stock 1,345 15 Changes in operating assets and liabilities: Receivables 1,479 (758) Inventories (486) (253) Prepaids and other assets (695) (423) Accounts payable and accruals 429 (196) Deferred credits, deposits and other (438) (293) ------- -------- Net cash provided by operating activities 2,431 509 ------- -------- Cash flows from investing activities Equipment manufactured for rental (2,352) (2,139) Purchases of property, plant and equipment (256) (233) Proceeds from sale of available-for-sale securities - 257 Proceeds from joint venture, net 300 778 ------- -------- Net cash used in investing activities (2,308) (1,337) ------- -------- Cash flows from financing activities Proceeds from long-term debt - 6,250 Payments of long-term debt (1,633) (14,416) Cash dividends - (43) ------- -------- Net cash used in financing activities (1,633) (8,209) ------- -------- Net decrease in cash and cash equivalents (1,510) (9,037) Cash and cash equivalents at beginning of year 5,765 13,610 ------- -------- Cash and cash equivalents at end of period $ 4,255 $ 4,573 ======= ======== - ------------------------------------------------------------------------------------------------ Interest paid $ 2,161 $ 2,282 Income taxes paid 5 164 Supplemental disclosures of non-cash financing activities: Exchange of 7 1/2% Notes - 108 Exchange of 8 1/4% Notes for Common Stock 7,829 - - ------------------------------------------------------------------------------------------------ The accompanying notes are an integral part of these consolidated financial statements.
3 TRANS-LUX CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2007 (unaudited) Note 1 - Basis of Presentation Financial information included herein is unaudited, however, such information reflects all adjustments (of a normal and recurring nature), 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. The accompanying unaudited consolidated financial statements have been prepared in accordance with rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission and therefore do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America. It is suggested that the June 30, 2007 consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2006. The consolidated balance sheet at December 31, 2006 is derived from the December 31, 2006 audited financial statements. The Company has incurred net losses for the three and six months ended June 30, 2007 of $264,000 and $2,666,000, respectively, although the six months ended June 30, 2007 net loss includes a non-cash, non-tax deductible charge for the exchange of debt for Common Stock of $1,475,000 relating to the exchange offer (see Note 3). The Company has positive working capital of $6.2 million as of June 30, 2007 and a positive cash flow from operations for the six months ended June 30, 2007 of $2.4 million. As of June 30, 2007, the Company has fully drawn its $5.0 million revolving loan facility, which matures on May 1, 2009. The Credit Agreement was amended subsequent to the second quarter of 2007 to extend the maturity date to May 1, 2009. The Company's objective in regards to the Credit Agreement is to restructure the existing Credit Agreement or obtain additional funds from external sources through equity or additional debt financing. The Company is in discussions with its senior lender to restructure the Credit Agreement to further extend the maturity date. While management believes it will be successful, there can be no assurance that management will be successful in achieving any of the above objectives. Management further believes that its current cash resources will be sufficient to fund its operations and its current obligations through June 30, 2008. In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is "more-likely-than-not" that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the 4 financial statements. FIN 48 applies to all tax positions related to income taxes subject to FASB Statement No. 109, "Accounting for Income Taxes." The interpretation clearly scopes out income tax positions related to FASB Statement No. 5, "Accounting for Contingencies." Effective January 1, 2007, the Company adopted the provisions of FIN 48. See Note 5 - Income Taxes. In September 2006, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" ("SFAS 157") that defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands the disclosures about fair value measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Management is assessing the potential impact of SFAS 157 on the Company's financial condition and results of operations. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159 provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur when related assets and liabilities are recorded on different bases. SFAS 159 is effective for the Company beginning December 31, 2007. Management is assessing the potential impact of SFAS 159 on the Company's financial condition and results of operations. Note 2 - Inventories Inventories are stated at the lower of cost or market and consist of the following: June 30 December 31 In thousands 2007 2006 - ------------------------------------------------------- Raw materials $4,618 $4,508 Work-in-progress 1,586 1,358 Finished goods 749 601 ------ ------ $6,953 $6,467 - -------------------------------------------------------
Note 3 - Long-Term Debt On March 15, 2007, the Company completed an offer to exchange 133 shares of its Common Stock for each $1,000 principal amount of its 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 (the "8 1/4% Notes"). The offer was for up to $9.0 million principal amount, or approximately 50% of the $18.0 million principal amount outstanding of the 8 1/4% Notes. A total of $7.8 million principal amount of the 8 1/4% Notes were exchanged, leaving $10.1 million principal amount of the 8 1/4% Notes outstanding. A total of 1,041,257 shares of Common Stock were issued in the exchange. In accordance with FASB No. 84 "Induced Conversions of Convertible Debt," the Company recorded a non-cash, non-tax deductible charge for the exchange of debt for Common Stock and additional amortization of prepaid financing costs aggregating $1,475,000 in interest expense/debt conversion cost as a result of the exchange offer. 5 In addition to the $7.8 million decrease in long-term debt as a result of the exchange offer, during the six months ended June 30, 2007, long-term debt, including current portion, decreased $1.6 million, due to regularly scheduled payments of long-term debt. The Company has a bank Credit Agreement, which was amended in 2007, which provides for a term loan of $10.0 million, a term loan of $6.1 million to finance one-half of the redemption of the 7 1/2% Convertible Subordinated Notes due December 1, 2006 (the "7 1/2% Notes") in June 2006 and a revolving loan of up to $5.0 million at variable interest rates ranging from LIBOR plus 2.25% to Prime (ranging from 7.56% to 8.25% at June 30, 2007). The Credit Agreement matures on May 1, 2009. At June 30, 2007, the entire revolving loan facility had been drawn. The Credit Agreement requires an annual facility fee on the unused commitment of 0.25%, and requires compliance with certain financial covenants, which include a fixed charge coverage ratio of 1.1 to 1.0, a loan-to-value ratio of not more than 50%, a leverage ratio of 3.0 to 1.0, a cap on capital expenditures, maintaining a tangible net worth of not less than $24,750,000 and maintaining accounts with an average monthly compensating balance of not less than $750,000. As of June 30, 2007, the Company was in compliance with all the financial covenants. On March 13, 2006 and April 14, 2004, the Company completed two separate offers to exchange $1,000 principal amount of its 8 1/4% Notes for each $1,000 principal amount of its 7 1/2% Notes. A total of $18.0 million principal amount of 7 1/2% Notes were exchanged ($0.1 million in 2006 and $17.9 million in 2004), leaving $12.2 million principal amount of 7 1/2% Notes outstanding. On June 15, 2006, the remaining $12.2 million principal amount of outstanding 7 1/2% Notes were redeemed at par. The 8 1/4% Notes provide for a higher interest rate, which is payable semi-annually, have a longer term and were convertible into Common Stock at a lower conversion price of $9.00 per share until March 1, 2007, and therefore are no longer a convertible issue. The 8 1/4% Notes may be redeemed by the Company, in whole or in part, at declining premiums and were senior to the 7 1/2% Notes and are senior to the Company's 9 1/2% Subordinated Debentures due 2012. Note 4 - Reporting Comprehensive Loss Total comprehensive loss for the three and six months ended June 30, 2007 and 2006 is as follows: Three months ended June 30 Six months ended June 30 In thousands 2007 2006 2007 2006 - -------------------------------------------------------------------------------------------------- Net loss, as reported $(264) $(393) $(2,666) $(1,466) ----- ----- ------- ------- Other comprehensive income: Unrealized foreign currency translation 243 124 270 110 Unrealized holding gain (loss) on available-for-sale securities (11) 10 (7) 17 Income taxes related to items of other comprehensive income 5 (4) 3 (7) ----- ----- ------- ------- Total other comprehensive income, net of tax 237 130 266 120 ----- ----- ------- ------- Comprehensive loss $ (27) $(263) $(2,400) $(1,346) - --------------------------------------------------------------------------------------------------
6 Note 5 - Income Taxes The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized a $250,000 adjustment for interest and penalties in connection with uncertain tax positions. This increase was accounted for as an adjustment to the beginning balance of retained earnings. At the adoption date, the Company had approximately $508,000 of unrecognized tax benefits, the recognition of which would increase the effective tax rate. There were no significant changes to this amount during the three and six months ended June 30, 2007, nor do we expect that the total amount of unrecognized tax liabilities will significantly increase or decrease within the next twelve months. The Company's policy is to classify interest and penalties related to uncertain tax positions in income tax expense. The amounts recorded through June 30, 2007 and the amounts anticipated to be recorded during the remainder of 2007 are insignificant. The Company is subject to U.S. federal income tax as well as income tax in multiple state and local jurisdictions and Canadian federal and provincial income tax. Currently, no federal or state or provincial income tax returns are under examination. The tax years 2003 through 2006 remain open to examination by the major taxing jurisdictions and the 2002 tax year remains open to examination by some state and local taxing jurisdictions to which the Company is subject. The Company expects its 2007 effective income tax rate benefit to be approximately 22%. Estimates of the annual effective tax rate benefit at the end of interim periods are, of necessity, based on evaluations of possible future events and transactions and may be subject to subsequent revision. Note 6 - Pension Plan As of December 31, 2003, the benefit service under the pension plan had been frozen and, accordingly, there is no service cost for the three and six months ended June 30, 2007 and 2006. The following table presents the components of net periodic pension cost: Three months ended June 30 Six months ended June 30 In thousands 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------ Interest cost $ 160 $ 153 $ 320 $ 306 Expected return on plan assets (168) (163) (336) (326) Amortization of prior service cost 4 4 8 8 Amortization of net actuarial loss 71 77 142 154 ----- ----- ----- ----- Net periodic pension cost $ 67 $ 71 $ 134 $ 142 - ------------------------------------------------------------------------------------------
As of June 30, 2007, the Company has recorded a current and long-term pension liability of $95,000 and $3.1 million, respectively. The minimum required contribution for 2007 is expected to be $95,000. 7 Note 7 - Stock Option Plans Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123 (revised 2004) "Share-Based Payments" ("SFAS 123R"), which establishes the accounting for stock-based awards exchanged for employee and director services. SFAS 123R requires all share-based payments to employees and directors, including grants of employee and director stock options, to be measured at fair value and expensed in the Consolidated Statements of Operations over the service period (generally the vesting period). The Company elected the "modified prospective method" of transition as permitted by SFAS 123R. Under this transition method, the Company is required to record compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that were outstanding at the date of adoption, and accordingly, periods prior to adoption were not restated. SFAS 123R required the Company to apply an estimated forfeiture rate in calculating the period expense, as opposed to recognizing forfeitures as an expense reduction as they occur. The Company has not experienced any forfeitures that would need to be taken into consideration in SFAS 123R calculations. The Company previously accounted for share-based compensation plans under APB 25 and the related interpretations and provided the required SFAS 123 pro forma disclosures for employee and director stock options. The Company did not issue any stock options during the three and six months ended June 30, 2007 and 2006. The unrecognized compensation costs related to unvested stock options granted under the Company's stock option plans was nominal. Expected volatility is based on historical volatility of the Company's stock and the expected life of options is based on historical data with respect to exercise periods. The following summarizes the activity of the Company's stock options for the six months ended June 30, 2007: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price ($) Term (Yrs) Value ($) - -------------------------------------------------------------------------------------------------- Outstanding at beginning of year 67,300 6.15 Granted - - Exercised - - Terminated (2,000) 8.79 ------ Outstanding at end of period 65,300 6.07 3.7 ====== === Vested and expected to vest at end of period 65,300 6.07 3.7 200,000 ====== === ======= Exercisable at end of period 64,800 6.07 3.7 199,000 - --------------------------------------------------------------------------------------------------
8 Note 8 - Earnings (Loss) Per Common Share Basic earnings (loss) per common share is based upon weighted average common shares outstanding. Diluted earnings (loss) per common share is based upon the weighted average number of common shares outstanding, including the dilutive effect of stock options and convertible debt using the treasury stock and if converted methods. However, for the three and six month periods ended June 30, 2007 and 2006, the assumed exercise or conversion of any of these securities would be anti-dilutive; and, accordingly, diluted earnings (loss) per share equals basic earnings (loss) per share for each period. The number of such shares for the three and six months ended June 30, 2007 subject to convertible debt was zero and 661,000, respectively, and 1,985,000, and 1,992,000 for the three and six months ended June 30, 2006, respectively. The number of such shares as of June 30, 2007 and 2006 subject to stock options was 65,300 and 69,300, respectively. Note 9 - Legal Proceedings and Claims The Company is subject to legal proceedings and claims, which arise in the ordinary course of its business. The Company is not a party to any pending legal proceedings and claims that it believes will have a material adverse effect on the consolidated financial position or results of operations of the Company. Note 10 - Business Segment Data The Company evaluates segment performance and allocates resources based upon operating income. The Company's operations are managed in three reportable business segments. The Display Division comprises two operating segments: Indoor display and Outdoor display. Both design, produce, lease, sell and service large-scale, multi-color, real-time electronic information displays. Both operating segments are conducted on a global basis, primarily through operations in the U.S. The Company also has operations in Canada. The Indoor display and Outdoor display segments are differentiated primarily by the customers they serve. The Entertainment/real estate segment owns a chain of motion picture theatres in the western Mountain States and income-producing real estate properties. Segment operating income is shown after general and administrative expenses directly associated with the segment and includes the operating results of the joint venture, MetroLux Theatres. Corporate general and administrative items relate to costs that are not directly identifiable with a segment. There are no intersegment sales. Of the total goodwill of $1.0 million, $0.9 million relates to the Outdoor display segment and $0.1 million relates to the Indoor display segment. Foreign revenues represent less than 10% of the Company's revenues and therefore are not separately disclosed. The foreign operation does not manufacture their own equipment; the domestic operation provides the equipment that the foreign operation leases or sells. The foreign operation operates similarly to the domestic operation and has similar profit margins. Information about the Company's operations in its three business segments for the three and six months ended June 30, 2007 and 2006 is as follows: 9 Three months ended June 30 Six months ended June 30 In thousands 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------- Revenues: Indoor display $ 2,714 $ 3,335 $ 5,232 $ 6,325 Outdoor display 6,693 6,942 12,770 12,472 Entertainment/real estate 3,751 3,432 7,286 6,522 ------- ------- ------- ------- Total revenues 13,158 13,709 25,288 25,319 ======= ======= ======= ======= Operating income (loss): Indoor display (436) (202) (922) (535) Outdoor display 542 504 833 527 Entertainment/real estate 891 913 1,809 1,734 ------- ------- ------- ------- Total operating income 997 1,215 1,720 1,726 Other income 593 19 593 18 Corporate general and administrative expenses (1,181) (841) (2,461) (1,933) Interest expense/debt conversion cost - net (805) (1,024) (3,305) (2,087) Income tax benefit 132 238 787 810 ------- ------- ------- ------- Net loss $ (264) $ (393) $ (2,666) $(1,466) - -------------------------------------------------------------------------------------------
Note 11 - Joint Venture The Company has a 50% ownership in a joint venture partnership, MetroLux Theatres ("MetroLux"), accounted for by the equity method. The following results of operations summary information relates to MetroLux for the three and six months ended June 30, 2007 and 2006, and summary balance sheet information relates to MetroLux as of June 30, 2007 and December 31, 2006: Three months ended June 30 Six months ended June 30 In thousands 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------- Revenues $1,407 $1,308 $2,700 $2,448 Gross profit 281 276 486 491 Net income 264 257 448 406 Company's share of partnership net income 132 129 224 203 - ------------------------------------------------------------------------------------------------- June 30 December 31 In thousands 2007 2006 - --------------------------------------------------------------------- Current assets $ 347 $ 634 Noncurrent assets 1,711 1,851 ------ ------ Total assets 2,058 2,485 ====== ====== Current liabilities 791 859 Noncurrent liabilities 628 832 ------ ------ Total liabilities 1,419 1,691 ====== ====== Company's equity in partnership net assets $ 320 $ 412 - ---------------------------------------------------------------------
The Company's equity in partnership net assets is reflected in other assets in the Consolidated Balance Sheets. The Company has guaranteed $0.6 million (75%) of a $0.8 million business loan to finance theatre equipment at its new fourteen-plex theatre held by MetroLux, until May 2011, and, accordingly has recognized a liability for $33,000 at June 30, 2007. The unrelated 50% partner of MetroLux also guaranteed $0.6 million (75%) of the $0.8 million business loan. The assets of MetroLux collateralize this business loan. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Trans-Lux is a full service provider of integrated multimedia systems for today's communications environments. The essential elements of these systems are the 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, advertising, 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. The Company operates in three reportable segments: Indoor display, Outdoor display and Entertainment/real estate. The Indoor display segment includes worldwide revenues and related expenses from the rental, maintenance and sale of indoor displays. This segment includes the financial, gaming, government and corporate markets. The Outdoor display segment includes worldwide revenues and related expenses from the rental, maintenance and sale of outdoor displays. Included in this segment are catalog sports, retail, advertising and commercial markets. The Entertainment/real estate segment includes the operations of the motion picture theatres in the western Mountain States and income-producing real estate properties. Results of Operations Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006 Total revenues for the six months ended June 30, 2007 remained level at $25.3 million compared to the six months ended June 30, 2006. Outdoor display sales revenues and Entertainment/real estate revenues increased but were offset by decreases in Indoor display revenues and Outdoor display rentals and maintenance revenues. Indoor display revenues decreased $1.1 million or 17.3%. Of this decrease, Indoor display equipment sales decreased $553,000 or 27.8%, primarily due to a reduction in sales from the financial services and transportation markets. Indoor display equipment rentals and maintenance revenues decreased $540,000 or 12.5%, primarily due to disconnects and non-renewals of equipment on rental and maintenance on existing contracts in the financial services market. The financial services market continues to be negatively impacted by the ongoing consolidation within that industry. Outdoor display revenues increased $298,000 or 2.4%. Of this increase, Outdoor display equipment sales increased $533,000 or 5.4%, primarily in the outdoor catalog sports, outdoor digital billboard and commercial markets. Outdoor display equipment rentals and maintenance revenues decreased $235,000 or 8.8%, primarily due to the continued expected revenue decline in the older Outdoor display equipment rental and maintenance bases acquired in the early 1990s. 11 Entertainment/real estate revenues increased $764,000 or 11.7%, primarily due to an increase in box office revenues and concession sales. Total operating income for the six months ended June 30, 2007 remained level at $1.7 million compared to the six months ended June 30, 2006, principally due to the increases in revenues in the Outdoor display and Entertainment/real estate segments, offset by the decline in the Indoor display segment. Indoor display operating loss increased $388,000 to $923,000 in 2007 compared to a loss of $535,000 in 2006, primarily as a result of the decrease in revenues in the financial services and transportation markets. The cost of Indoor displays represented 78.4% of related revenues in 2007 compared to 75.0% in 2006. The cost of Indoor displays as a percentage of related revenues increased primarily due to the decrease in revenues from Indoor display equipment rentals and maintenance and a $99,000 increase in field service costs to maintain the equipment, offset by a $217,000 decrease in depreciation expense. The Company continues to address the cost of field service. Cost of Indoor display equipment rentals and maintenance includes field service expenses, plant repair costs, maintenance and depreciation. Indoor display cost of equipment sales decreased $524,000 or 44.9%, primarily due to the decrease in revenues. There was an increase in the gross margin of Indoor display equipment sales due to the product mix of sales. Indoor display general and administrative expenses decreased $64,000 or 3.0%, primarily due to a decrease in salaries and travel expenses. Outdoor display operating income increased $307,000 or 58.3% to $834,000 in 2007 compared to $527,000 in 2006, primarily as a result of the increase in Outdoor display sales. The cost of Outdoor displays represented 77.1% of related revenues in 2007 compared to 79.3% in 2006. Outdoor display cost of equipment sales increased $261,000 or 3.5%, principally due to the increase in volume. Outdoor display cost of equipment rentals and maintenance decreased $305,000 or 13.1%, primarily due to a $133,000 decrease in field service costs to maintain the equipment and an $171,000 decrease in depreciation expense. Outdoor display general and administrative expenses increased $35,000 or 1.7%. Cost of Outdoor display equipment rentals and maintenance includes field service expenses, plant repair costs, maintenance and depreciation. Entertainment/real estate operating income increased $75,000 or 4.3%, primarily due to the increases in box office revenues and concession sales. Cost of Entertainment/real estate, which includes film rental costs and depreciation expense, increased $650,000 or 14.1%, primarily due to the increases in revenues. The cost of Entertainment/real estate represented 72.3% of related revenues in 2007 compared to 70.8% in 2006. The cost of Entertainment/real estate as a percentage of related revenues increased primarily in film rental costs due to blockbuster films released in the second quarter and an increase in concession costs. Entertainment/real estate general and administrative expenses increased $60,000 or 16.0% primarily due to increased salaries and travel costs. Corporate general and administrative expenses increased $528,000 or 27.3%, primarily due to an increase in medical costs, general insurance and a foreign currency loss of $73,000 compared to a foreign currency gain of $89,000 in the prior year. The Company continues to monitor and reduce certain overhead costs. 12 Net interest expense/debt conversion cost increased $1.2 million, of which $1.5 million relates to the one-time, non-cash, non-tax deductible charge for the exchange of debt for Common Stock relating to the exchange offer, that was completed March 14, 2007, see Note 3, offset by reduced interest expense based on reduced total debt. The income from joint venture relates to the operations of the theatre joint venture, MetroLux Theatres, in Loveland, Colorado, which is included in the Entertainment/real estate segment. Other income of $593,000 relates to a gain resulting from the termination of an office lease. The effective tax rate for the six months ended June 30, 2007 and 2006 was 22.8% and 35.6%, respectively. The 2007 rate includes the one-time, non-cash, non-tax deductible charge relating to exchange of debt for Common Stock, see Note 3. The Company adopted the provisions of FIN 48 on January 1, 2007, see Note 5. Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006 Total revenues for the three months ended June 30, 2007 decreased $551,000 or 4.0% to $13.2 million from $13.7 million for the three months ended June 30, 2006, primarily due to decreases in both Indoor and Outdoor display revenues, offset by increases in Entertainment/real estate revenues. Indoor display revenues decreased $621,000 or 18.6%. Of this decrease, Indoor display equipment sales decreased $309,000 or 26.7%, primarily due to a reduction in sales from the financial services and transportation markets. Indoor display equipment rentals and maintenance revenues decreased $312,000 or 14.3%, primarily due to disconnects and non-renewals of equipment on rental and maintenance on existing contracts in the financial services market. The financial services market continues to be negatively impacted by the ongoing consolidation within that industry. Outdoor display revenues decreased $249,000 or 3.6%. Of this decrease, Outdoor display equipment sales decreased $186,000 or 3.3%, primarily in the outdoor catalog sports market, offset by an increase in the outdoor commercial market. Outdoor display equipment rentals and maintenance revenues decreased $63,000 or 4.8%, primarily due to the continued expected revenue decline in the older Outdoor display equipment rental and maintenance bases acquired in the early 1990s. Entertainment/real estate revenues increased $319,000 or 9.3%, primarily due to an increase in box office revenues and concession sales. Total operating income for the three months ended June 30, 2007 decreased $218,000 or 18.0% to $1.0 million from $1.2 million for the three months ended June 30, 2006, principally due to the decreases in revenues in the Indoor display segment. Indoor display operating loss increased $235,000 to $437,000 in 2007 compared to a loss of $202,000 in 2006, primarily as a result of the decrease in revenues in the financial services and transportation markets. The cost of Indoor displays represented 79.4% of related revenues in 2007 compared to 73.4% in 2006. The cost of Indoor displays as a percentage of related revenues 13 increased primarily due to the decrease in revenues from Indoor display equipment rentals and maintenance and a $43,000 increase in field service costs to maintain the equipment, offset by a $107,000 decrease in depreciation expense. The Company continues to address the cost of field service. Cost of Indoor display equipment rentals and maintenance includes field service expenses, plant repair costs, maintenance and depreciation. Indoor display cost of equipment sales decreased $237,000 or 34.8%, primarily due to the decrease in revenues. There was an increase in the gross margin of Indoor display equipment sales due to the product mix of sales. Indoor display general and administrative expenses decreased $90,000 or 8.3%, primarily due to a decrease in salaries and travel expenses. Outdoor display operating income increased $39,000 or 7.7% to $543,000 in 2007 compared to $504,000 in 2006, primarily as a result of a reduction in cost of Outdoor equipment rentals and maintenance. The cost of Outdoor displays represented 76.4% of related revenues in 2007 compared to 78.6% in 2006. Outdoor display cost of equipment sales decreased $188,000 or 4.4%, principally due to the decrease in volume and the volume mix. Outdoor display cost of equipment rentals and maintenance decreased $156,000 or 13.2%, primarily due to a $69,000 decrease in field service costs to maintain the equipment and an $86,000 decrease in depreciation expense. Outdoor display general and administrative expenses increased $57,000 or 5.8%. Cost of Outdoor display equipment rentals and maintenance includes field service expenses, plant repair costs, maintenance and depreciation. Entertainment/real estate operating income decreased $22,000 or 2.4%, primarily due to an increase in Entertainment/real estate general and administrative expenses. Cost of Entertainment/real estate, which includes film rental costs and depreciation expense, increased $318,000 or 13.0%, primarily due to the increases in revenues and increased operating expenses. The cost of Entertainment/real estate represented 73.9% of related revenues in 2007 compared to 71.5% in 2006. The cost of Entertainment/real estate as a percentage of related revenues increased primarily in film rental costs due to blockbuster films released in the second quarter and an increase in concession costs. Entertainment/real estate general and administrative expenses increased $25,000 or 12.8% primarily due to increased salaries and travel costs. Corporate general and administrative expenses increased $340,000 or 40.5%, primarily due to an increase in medical costs, general insurance and a foreign currency loss of $70,000 compared to a foreign currency gain of $94,000 in the prior year. The Company continues to monitor and reduce certain overhead costs. Net interest expense/debt conversion cost decreased $219,000, due to reduced interest expense based on reduced total debt. The income from joint venture relates to the operations of the theatre joint venture, MetroLux Theatres, in Loveland, Colorado, which is included in the Entertainment/real estate segment. Other income of $593,000 relates to a gain resulting from the termination of an office lease. The effective tax rate for the three months ended June 30, 2007 and 2006 was 33.3% and 37.7%, respectively. 14 Liquidity and Capital Resources On March 15, 2007, the Company completed an offer to exchange 133 shares of its Common Stock for each $1,000 principal amount of its 8 1/4% Limited Convertible Senior Subordinated Notes due 2012 (the "8 1/4% Notes"). The offer was for up to $9.0 million principal amount, or approximately 50% of the $18.0 million principal amount outstanding of the 8 1/4% Notes. A total of $7.8 million principal amount of the 8 1/4% Notes were exchanged, leaving $10.1 million principal amount of the 8 1/4% Notes outstanding. A total of 1,041,257 shares of Common Stock were issued in the exchange, which improved stockholders' equity by a net $7.7 million. As a result of the exchange offer, the Company recorded a one-time, non-cash, non-tax deductible charge for the exchange of debt for Common Stock and additional amortization of prepaid financing costs aggregating $1,475,000 in interest expense/debt conversion cost. In addition to the $7.8 million decrease in long-term debt as a result of the exchange offer, during the six months ended June 30, 2007, long-term debt, including current portion, decreased $1.6 million, due to regularly scheduled payments of long-term debt. The Company has a bank Credit Agreement, which was amended in 2007, which provides for a term loan of $10.0 million, a term loan of $6.1 million to finance one-half of the redemption of the 7 1/2% Convertible Subordinated Notes due December 1, 2006 (the "7 1/2% Notes") in June 2006 and a revolving loan of up to $5.0 million at variable interest rates ranging from LIBOR plus 2.25% to Prime (ranging from 7.56% to 8.25% at June 30, 2007). The Credit Agreement matures on May 1, 2009. At June 30, 2007, the entire revolving loan facility had been drawn. The Credit Agreement requires an annual facility fee on the unused commitment of 0.25%, and requires compliance with certain financial covenants, which include a fixed charge coverage ratio of 1.1 to 1.0, a loan-to-value ratio of not more than 50%, a leverage ratio of 3.0 to 1.0, a cap on capital expenditures, maintaining a tangible net worth of not less than $24,750,000 and maintaining accounts with an average monthly compensating balance of not less than $750,000. As of June 30, 2007, the Company was in compliance with all the financial covenants. The Company continues to be in discussion with its senior lender to restructure the Credit Agreement to further extend the maturity date. On March 13, 2006 and April 14, 2004, the Company completed two separate offers to exchange $1,000 principal amount of its 8 1/4% Notes for each $1,000 principal amount of its 7 1/2% Notes. A total of $18.0 million principal amount of 7 1/2% Notes were exchanged ($0.1 million in 2006 and $17.9 million in 2004), leaving $12.2 million principal amount of 7 1/2% Notes outstanding. On June 15, 2006, the remaining $12.2 million principal amount of outstanding 7 1/2% Notes were redeemed at par. The 8 1/4% Notes provide for a higher interest rate, which is payable semi-annually, have a longer term and were convertible into Common Stock at a lower conversion price of $9.00 per share until March 1, 2007, and therefore are no longer a convertible issue. The 8 1/4% Notes may be redeemed by the Company, in whole or in part, at declining premiums and were senior to the 7 1/2% Notes and are senior to the Company's 9 1/2% Subordinated Debentures due 2012. Under various agreements, the Company is obligated to make future cash payments in fixed amounts. These include payments under the Company's long-term debt agreements, employment 15 and consulting agreement payments and rent payments required under operating lease agreements. The Company's long-term debt requires interest payments. The Company has both variable and fixed interest rate debt. Interest payments are projected based on current interest rates until the underlying debts mature. The following table summarizes the Company's fixed cash obligations as of June 30, 2007 for the remainder of 2007 and the next four years: Remainder of In thousands 2007 2008 2009 2010 2011 - --------------------------------------------------------------------------------------- Long-term debt, including interest $3,291 $ 9,467 $15,855 $3,180 $3,102 Employment and consulting agreement obligations 832 1,373 780 383 303 Operating lease payments 376 418 150 128 67 ------ ------- ------- ------ ------ Total $4,499 $11,258 $16,785 $3,691 $3,472 - ---------------------------------------------------------------------------------------
Cash and cash equivalents decreased $1.5 million for the six months ended June 30, 2007 compared to a decrease of $9.0 million for the six months ended June 30, 2006. The decrease in 2007 is primarily attributable to the investment in equipment for rental of $2.4 million and $1.6 million of scheduled payments of long-term debt, offset by $2.4 million of cash provided by operating activities. The decrease in 2006 is primarily attributable to the redemption of the outstanding $12.2 million 7 1/2% Notes on June 15, 2006. The Company utilized $6.1 million of its non-revolving line of credit to finance one-half of the redemption of the 7 1/2% Notes and utilized $6.1 million of cash for the remaining one-half. The Company also made a net $1.2 million repayment on the revolving line of credit and $1.1 million of scheduled payments of long-term debt, and made investments in equipment for rental, offset by the proceeds from the joint venture. 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, interest rate and foreign exchange fluctuations, terrorist acts and war. Item 3. Quantitative and Qualitative Disclosures about Market Risk The Company is subject to interest rate risk on its long-term debt. The Company manages its exposure to changes in interest rates by the use of variable and fixed interest rate debt. In addition the Company is exposed to foreign currency exchange rate risk mainly as a result of its investment in its Canadian subsidiary. The Company may, from time to time, enter into derivative contracts to manage its interest risk. The Company does not enter into derivatives for trading or speculative purposes. At June 30, 2007, the Company did not hold any derivative financial instruments. 16 A one percentage point change in interest rates would result in an annual interest expense fluctuation of approximately $304,000. A 10% change in the Canadian dollar relative to the U.S. dollar would result in a currency exchange expense fluctuation of approximately $165,000, based on dealer quotes, considering current exchange rates. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures. The Company's President and Co-Chief Executive Officer, Michael R. Mulcahy, the Company's Executive Vice President and Co-Chief Executive Officer, Thomas Brandt, and the Company's Executive Vice President and Chief Financial Officer, Angela D. Toppi, have evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this quarterly report. The Company's disclosure controls and procedures are designed to ensure that material information required to be disclosed by the Company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our disclosure controls and procedures include components of our internal controls over financial reporting. Management's assessment of the effectiveness of our internal controls over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met. Based on this evaluation, the Company's Co-Chief Executive Officers and Chief Financial Officer have concluded that these controls and procedures are effective. Changes in Internal Control over Financial Reporting. There has been no change in the Company's internal control over financial reporting, that occurred in the second fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Part II - Other Information Item 1A. Risk Factors The Company is subject to a number of risks including general business and financial risk factors. Any or all of such factors could have a material adverse effect on the business, financial condition or results of operations of the Company. You should carefully consider the following risk factors, in addition to those identified in our Annual Report on Form 10-K for the year ended December 31, 2006. The Company has incurred net losses for the three and six months ended June 30, 2007 of $264,000 and $2,666,000, respectively, although the six months ended June 30, 2007 net loss includes a non-cash, non-tax deductible charge for the exchange of debt for Common Stock of $1,475,000 relating to the exchange offer (see Note 3). The Company has positive working capital of $6.2 million as of 17 June 30, 2007 and a positive cash flow from operations for the six months ended June 30, 2007 of $2.4 million. As of June 30, 2007, the Company has fully drawn its $5.0 million revolving loan facility, which matures on May 1, 2009. The Credit Agreement was amended subsequent to the second quarter of 2007 to extend the maturity date to May 1, 2009. The Company's objective in regards to the Credit Agreement is to restructure the existing Credit Agreement or obtain additional funds from external sources through equity or additional debt financing. The Company is in discussions with its senior lender to restructure the Credit Agreement to further extend the maturity date. While management believes it will be successful, there can be no assurance that management will be successful in achieving any of the above objectives. Management further believes that its current cash resources will be sufficient to fund its operations and its current obligations through June 30, 2008. Item 2. Unregistered Sales of Securities and Use of Proceeds None. Item 3. Defaults upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders of Trans-Lux Corporation was held on May 31, 2007 for the purpose of electing directors and ratifying the retention 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 Withheld --- -------- Jean Firstenberg 3,557,401 952,706 Gene Jankowski 3,557,401 952,706 Victor Liss 3,509,559 1,000,548
Management's nominee for a director for a two-year term as listed in the proxy statement was elected by the following vote: For Withheld --- -------- Richard Brandt 3,510,459 999,648
The following directors are continuing their terms as directors: Matthew Brandt, One Year Remaining Howard S. Modlin, One Year Remaining Michael R. Mulcahy, One Year Remaining Thomas Brandt, Two Years Remaining Howard M. Brenner, Two Years Remaining 18 The recommendation to ratify the retention of Eisner LLP as the independent auditors for the Company was approved by the following vote: For Against Abstain --- ------- ------- Totals 4,406,840 102,635 632
Item 5. Other Information None. Item 6. Exhibits 10.1 Amendment to the Amended and Restated Commercial Loan and Security Agreement with People's Bank dated August 9, 2007, filed herewith. 31.1 Certification of Michael R. Mulcahy, President and Co-Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Thomas Brandt, Executive Vice President and Co-Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.3 Certification of Angela D. Toppi, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Michael R. Mulcahy, President and Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Thomas Brandt, Executive Vice President and Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.3 Certification of Angela D. Toppi, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 19 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 14, 2007 by /s/ Angela D. Toppi ---------------------------- Angela D. Toppi Executive Vice President and Chief Financial Officer 20 EX-10.1 2 amendno5peoples.txt AMENTMENT NO. 5 TO PEOPLE'S LOAN AGREEMENT EXHIBIT 10.1 AMENDMENT NO. 5 TO AMENDED AND RESTATED COMMERCIAL LOAN AND ----------------------------------------------------------- SECURITY AGREEMENT ------------------ This AMENDMENT NO. 5 TO AMENDED AND RESTATED COMMERCIAL LOAN AND SECURITY AGREEMENT (this "Agreement") is made as of the 9th day of August, 2007, by and among TRANS-LUX CORPORATION, a Delaware corporation, with its chief executive office and principal place of business located at 110 Richards Avenue, Norwalk, Connecticut 06854 ("Borrower"), each of the other corporations signatory hereto as guarantors (collectively, the "Guarantors"), and PEOPLE'S UNITED BANK (formerly known as People's Bank), a Connecticut chartered banking corporation with an office located at 350 Bedford Street, Stamford, Connecticut 06901 ("Lender"). WITNESSETH: WHEREAS, Lender has made certain loans (collectively, the "Loans") to Borrower pursuant to a certain Amended and Restated Commercial Loan and Security Agreement dated as of December 23, 2004 (the "Original LSA"), as amended by a certain Amendment No. 1 to Amended and Restated Commercial Loan and Security Agreement dated as of May 9, 2006, as further amended by a letter agreement dated November 16, 2006, as further amended by a letter agreement dated April 2, 2007, and as further amended by a letter agreement dated May 17, 2007 (collectively, the "Amendments") (the Original LSA, as amended by the Amendments and as further amended from time to time, being hereinafter referred to as, the "LSA"); WHEREAS, capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the LSA; WHEREAS, the Guarantors have guaranteed all obligations of the Borrower to the Lender under the LSA and related Loan Documents pursuant to a certain Amended and Restated Unlimited Guaranty dated as of December 23, 2004 (as the same may be amended or reaffirmed from time to time, the "Guaranty Agreement"); WHEREAS, as security for its obligations to the Lender, including, without limitation, those arising under the LSA the Borrower has, among other things, granted to the Lender a lien on and security interest in all of its personal property assets pursuant to the LSA; WHEREAS, as security for their respective obligations to the Lender under the Guaranty Agreement, each Secured Guarantor has granted to the Lender a lien on and security interest in all if its personal property assets pursuant to a certain Amended and Restated Guarantor Security Agreement dated as of December 23, 2004 (as the same may be amended or reaffirmed from time to time, the "Guarantor Security Agreement"); WHEREAS, Borrower and the Guarantors (collectively, the "Obligors") have requested Lender (i) to amend the calculation of the Fixed Charge Coverage Ratio; (ii) to increase the minimum Tangible Net Worth requirement to $24,750,000; (iii) to amend the maturity dates of all Loans to May 1, 2009; and (iv) to add an additional mandatory prepayment fees to be paid if the current outstanding principal balance of the Loans are not reduced by $10,000,000 as of certain specified dates; and WHEREAS, Section 10.1 of the LSA provides that no modification or amendment of the Credit Agreement shall be effective unless the same shall be in writing and signed by the Lender and Borrower. NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and each Obligor agree as follows: 1. Acknowledgments, Affirmations and Representations and Warranties. ---------------------------------------------------------------- a. The Obligors acknowledge, affirm, represent and warrant that: (i) All of the statements contained herein are true and correct and that each understands that the Lender is relying on the truth and completeness of such statements to enter into this Agreement. (ii) As of August 8, 2007, the Borrower is legally and validly indebted to the Lender: (A) by virtue of the Term Loan in the principal amount of $7,500,000, (B) by virtue of the Revolving Loan in the principal outstanding amount of $5,000,000, and (C) by virtue of the Converted Term Loan in the principal amount of $5,337,500, plus interest and fees accrued and accruing on each of the foregoing and costs and expenses of collection, including without limitation, attorneys' fees, relating thereto and there is no defense, offset or counterclaim with respect to any of the foregoing or independent claim or action against the Lender. (iii) Each Guarantor is legally and validly indebted to the Lender by virtue of the Guaranty Agreement and there is no defense, offset or counterclaim with respect thereto or independent claim or action against the Lender. (iv) The resolutions previously adopted by the Board of Directors of the Borrower and provided to the Lender have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions described herein. (v) The Borrower has the power and authority to enter into, and has taken all necessary corporate action to authorize, this Agreement and the transactions contemplated hereby and thereby. (vi) The resolutions previously adopted by the Board of Directors of each of the Guarantors and provided to the Lender have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions described herein. (vii) Each Guarantor has the power and authority to enter into, and has taken all necessary corporate action to authorize, this Agreement and the transactions contemplated hereby and thereby. -2- (viii) All representations, warranties and covenants contained in, and schedules and exhibits to, the LSA, the Guaranty Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, are incorporated herein by reference and are hereby remade except that Schedule 4.4(c) to the LSA relating to outstanding indebtedness of the Borrower and the Guarantors is hereby updated and replaced with Schedule 4.4(c) attached hereto. (ix) After giving effect to the amendments provided herein, no Default currently exists under the LSA, the Guaranty Agreement or any of the other Loan Documents and no condition exists which would constitute a default or an event of default (howsoever defined) under any of the Loan Documents but for the giving of notice or passage of time, or both. (x) The consummation of the transactions contemplated hereby is not prevented or limited by, nor does it conflict with or result in a breach of terms, conditions or provisions of the Borrower's or any Guarantor's Certificate of Incorporation or Bylaws or any evidence of indebtedness, agreement or instrument of whatever nature to which the Borrower or any Guarantor is a party or by which it is bound, does not constitute a default under any of the foregoing and does not violate any federal, state or local law, regulation or order or any order of any court or agency which is binding upon the Borrower or any Guarantor. 2. Amendment of LSA and other Loan Documents. ----------------------------------------- a. Section 1.1 of the LSA entitled "Defined Terms" is amended as follows: ------------- (i) by deleting the definition of "Maturity Date" set forth therein in its entirety and by substituting the following therefor: "Maturity Date" means: (i) with respect to the Term Loan, May 1, 2009; (ii) with respect to all Converted Term Loans, May 1, 2009; and (iii) with respect to all outstanding Revolving Loans, May 1, 2009. (ii) by deleting the definition of "Forbearance and Amendment Fee" set forth therein in its entirety and by substituting the following therefor: "Forbearance and Amendment Fee" shall mean the fee to be paid by the Borrower to the Lender in consideration of the amendments and waivers granted by the Lender to the Borrower and the Guarantors as set forth in that certain Amendment No. 1 to Amended and Restated Commercial Loan and Security Agreement among the Borrower, the Guarantors and the Lender dated as of May 9, 2006, that certain letter agreement dated November 16, 2006, that certain letter agreement dated April 2, 2007, that certain letter agreement dated May 17, 2007, and that certain Amendment No. 5 to Amended and Restated Commercial Loan and Security Agreement among the Borrower, the Guarantors and the Lender dated as of August 9, 2007, which Forbearance and Amendment Fee shall be equal to $350,000 and shall be paid immediately upon the occurrence of an Additional Mandatory Prepayment Event. -3- b. Article 2 of the LSA is hereby amended by deleting Section 2.19A in its entirety and by substituting the following therefor: "Section 2.19A Additional Mandatory Prepayments. -------------------------------- (a) Except for Routine Asset Transfers, in the event that the Borrower or any Secured Guarantor sells, leases, assigns or otherwise transfers any of its assets other than in the ordinary course of business, then, simultaneously with such sale, lease, assignment or transfer (each such sale, lease, assignment or transfer being referred to herein as an "Additional Mandatory Prepayment Event"): (a) the Revolving Loan Commitment shall automatically terminate; (b) the obligation of the Lender to issue any Letters of Credit shall automatically and immediately terminate; (c) the Borrower shall immediately prepay all Loans and all other outstanding Obligations; (d) the Borrower shall deposit in an account with the Lender an amount in cash equal to the Available Amount as of the date of the Additional Mandatory Prepayment Event which amounts shall be held by the Lender as collateral for the payment and performance of all Reimbursement Obligations then arising or which in the future arise for any and all outstanding Letters of Credit and the Lender shall have exclusive dominion and control over such account; and (e) the Borrower shall pay to the Lender the Forbearance and Amendment Fee. (b) (i) In the event that the outstanding principal balance of the Term Loan plus the outstanding principal balance of the Converted Term Loan is greater than $2,837,500 on October 31, 2007, the Borrower shall pay to the Lender on November 1, 2007 a fee equal to $25,000 (the "$25,000 Fee") which $25,000 Fee shall be in addition to any Forbearance and Amendment Fee that may be due owing. (ii) In the event that the outstanding principal balance of the Term Loan plus the outstanding principal balance of the Converted Term Loan is greater than $2,206,250 on January 31, 2008, the Borrower shall pay to the Lender on February 1, 2008 a fee equal to $50,000 (the "$50,000 Fee") which $50,000 Fee shall be in addition to the $25,000 Fee and to any Forbearance and Amendment Fee that may be due and owing. (iii) In the event that the outstanding principal balance of the Term Loan plus the outstanding principal balance of the Converted Term Loan is greater than $1,575,000 on April 30, 2008, the Borrower shall pay to the Lender on May 1, 2008 a fee equal to $100,000 (the "$100,000 Fee") which $100,000 Fee shall be in addition to the $25,000 Fee, the $50,000 Fee and to any Forbearance and Amendment Fee that may be due and owing. Nothing in this Section 2.19A shall be deemed or implied, directly or indirectly, to relieve the Borrower from making regularly scheduled principal and interest payments under the Notes or otherwise waive any of the Borrower's other obligations to the Lender, and the Borrower agrees and acknowledges that all regularly schedule principal and interest payments under the Notes shall continue to be made as set forth therein and that any prepayments shall be applied in the inverse order of maturity and otherwise in accordance with the terms of the LSA. -4- c. Section 5.8 of the LSA entitled "Reporting Requirements" is hereby amended by adding the following sentence at the end of Section 5.8(c) therein: "In addition, the Borrower shall furnish or cause to be furnished to the Lender within thirty (30) days after the end of each calendar month, a current and completed Borrowing Base Certificate." d. Section 7.1 of the LSA entitled "Minimum Fixed Charge Coverage Ratio" is hereby deleted in its entirety and the following is substituted therefor: "Section 7.1 Minimum Fixed Charge Coverage Ratio. ----------------------------------- (A) Maintain as of the end of the fiscal quarter of the Borrower ending on June 30, 2007, September 20, 2007 and December 31, 2007, in each case for the then ended Rolling Period, a ratio of (i) EBITDA for such period minus total Non-Financed Capital Expenditures during such period minus total dividends paid during such period plus $1,475,000 (representing a non-cash charge for the early extinguishment of debt) divided by (ii) Current Maturities of Long-Term Debt paid during such then ended Rolling Period plus Interest Expense for such period plus total cash taxes paid for corporate income taxes for such period of not less than 1.10 to 1.00. (B) Maintain as of the end of the fiscal quarter of the Borrower ending on March 31, 2008 and as of the end of each fiscal quarter thereafter, in each case for the then ended Rolling Period, a ratio of (i) EBITDA for such period minus total Non-Financed Capital Expenditures during such period minus total dividends paid during such period divided by (ii) Current Maturities of Long-Term Debt paid during such then ended Rolling Period plus Interest Expense for such period plus total cash taxes paid for corporate income taxes for such period of not less than 1.10 to 1.00. e. Section 7.2 of the LSA entitled "Minimum Tangible Net Worth" is hereby deleted in its entirety and the following is substituted therefor: "Section 7.2 Minimum Tangible Net Worth. Maintain at all times on and after June 30, 2007, Tangible Net Worth of not less than $24,750,000." f. Any reference in any of the Notes or any of the other Loan Documents to: (i) the Amended and Restated Commercial Loan and Security Agreement between the Borrower and the Lender dated as of December 23, 2004 (howsoever defined) shall be amended to refer to and mean the Original LSA, as amended by the Amendments and as further amended and modified by this Agreement. 3. Effect of Amendment; Reaffirmation of Liens and other Obligations. Lender ----------------------------------------------------------------- and each Obligor hereby agree and acknowledge that except as provided in this Agreement, the LSA, the Guaranty Agreement, the Guarantor Security Agreement and the other Loan Documents (together with all Schedules and Exhibits attached hereto) remain in full force and effect and have not been modified or amended in any respect, it being the intention of Lender and each Obligor that this Agreement and the LSA be read, construed and interpreted as one and the same instrument. In -5- addition: (i) the Borrower acknowledges, affirms and agrees that the Lender's security interest in the Collateral shall continue to secure any and all of the Borrower's indebtedness to the Lender, including without limitation, the indebtedness arising under the LSA, as amended hereby; and (ii) each Guarantor acknowledges, affirms and agrees that (A) the Obligations of the Borrower to the Lender which have been guaranteed by such Guarantor include, without limitation the Loans, as modified hereby; and (B) each Secured Guarantor acknowledges, affirms and agrees that the Lender's security interest in the Collateral (as defined in the Guarantor Security Agreement) shall continue to secure the payment and performance of all of its obligations and liabilities to the Lender arising under the Guaranty Agreement. 4. Fees and Expenses. In consideration of: (a) the extension of the Maturity ----------------- Dates of the Loans as set forth herein, the Borrower shall pay to the Lender on or before the date hereof an extension fee equal to $25,000; and (b) the amendments to the financial covenants set forth herein, the Borrower shall pay to the Lender on or before the date hereof a modification fee equal to $5,000. In addition to the foregoing fees and any other fees that may be due to the Lender under the Loan Documents, the Borrower agrees to pay all legal fees and expenses of Lender incurred in connection with the preparation, negotiation and execution of this Agreement and the other documents executed and/or delivered in connection herewith. 5. Governing Law. This Agreement shall be governed by and construed in ------------- accordance with the laws of the State of Connecticut (except its conflicts of laws provisions). 6. Counterparts. This Agreement may be executed in any number of identical ------------ counterparts, each of which shall be deemed to be an original, and all of which shall collectively constitute a single agreement, fully binding upon and enforceable against the parties hereto. 7. Capitalized Terms. All capitalized terms not otherwise defined in this ----------------- Agreement shall have the meanings ascribed to such terms in the LSA. 8. Benefit. This Agreement shall inure to the benefit of and bind the parties ------- hereto and their respective successors and assigns. [NEXT PAGE IS SIGNATURE PAGE] -6- IN WITNESS WHEREOF, Lender, Borrower and Guarantors have executed this Agreement as of the date first above written. WITNESSES: /s/ Todd Dupee TRANS-LUX CORPORATION - -------------------------------- /s/ Gadiel Ross By: /s/ Angela D. Toppi - -------------------------------- ---------------------------- Name: Angela D. Toppi Its: Executive Vice President Duly Authorized TRANS-LUX DISPLAY CORPORATION TRANS-LUX MIDWEST CORPORATION TRANS-LUX WEST CORPORATION TRANS-LUX DURANGO CORPORATION TRANS-LUX SERVICE CORPORATION TRANS-LUX FOUR CORNERS CORPORATION TRANS-LUX LOS LUNAS CORPORATION TRANS-LUX MONTEZUMA CORPORATION TRANS-LUX REAL ESTATE CORPORATION TRANS LUX SUMMIT CORPORATION TRANS-LUX TAOS CORPORATION TRANS-LUX VALLEY CORPORATION TRANS-LUX WYOMING CORPORATION TRANS-LUX CASTLE ROCK COPORATION TRANS-LUX COCTEAU CORPORATION TRANS-LUX COLORADO CORPORATION TRANS-LUX DESERT SKY CORPORATION TRANS-LUX DREAMCATCHER CORPORATION TRANS-LUX HIGH FIVE CORPORATION TRANS-LUX LARAMIE CORPORATION TRANS-LUX LOMA CORPORATION TRANS-LUX SKYLINE CORPORATION TRANS-LUX STARLIGHT CORPORATION TRANS-LUX STORYTELLER CORPORATION TRANS-LUX NEW MEXICO CORPORATION TRANS-LUX HOLDING CORPORATION TRANS-LUX CINEMA CONSULTING CORPORATION TRANS-LUX LOVELAND CORPORATION TRANS-LUX MOVIE OPERATIONS CORPORATION TRANS-LUX MULTIMEDIA CORPORATION /s/ Todd Dupee TRANS-LUX CORPORATION - -------------------------------- /s/ Gadiel Ross By: /s/ Angela D. Toppi - -------------------------------- ---------------------------- Angela D. Toppi Its: Executive Vice President [Signature Page (1) to Amendment No. 5 to Amended and Restated Commercial Loan and Security Agreement] /s/ Rosalyn Sastrunk PEOPLE'S UNITED BANK (formerly known as - -------------------------------- People's Bank) /s/ Faith Cenatiempo By: /s/ Martin H. Anderson - -------------------------------- --------------------------- Name: Martin H. Anderson Its: Vice President Duly Authorized [Signature Page (2) to Amendment No. 5 to Amended and Restated Commercial Loan and Security Agreement] EX-31.1 3 tlxex311.txt CERTIFICATION - M. MULCAHY EXHIBIT 31.1 CERTIFICATION I, Michael R. Mulcahy, President and Co-Chief Executive Officer of Trans-Lux Corporation, certify that: 1. I have reviewed this Report on Form 10-Q (the "Report") of Trans-Lux Corporation; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) for the Registrant and have; a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and c) disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. /s/ Michael R. Mulcahy ---------------------------------------- Date: August 14, 2007 Michael R. Mulcahy President and Co-Chief Executive Officer EX-31.2 4 tlxex312.txt CERTIFICATION - T. BRANDT EXHIBIT 31.2 CERTIFICATION I, Thomas Brandt, Executive Vice President and Co-Chief Executive Officer of Trans-Lux Corporation, certify that: 1. I have reviewed this Report on Form 10-Q (the "Report") of Trans-Lux Corporation; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) for the Registrant and have; a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and c) disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. /s/ Thomas Brandt ------------------------------ Date: August 14, 2007 Thomas Brandt Executive Vice President and Co-Chief Executive Officer EX-31.3 5 tlxex313.txt CERTIFICATION - A. TOPPI EXHIBIT 31.3 CERTIFICATION I, Angela D. Toppi, Executive Vice President and Chief Financial Officer of Trans-Lux Corporation, certify that: 1. I have reviewed this Report on Form 10-Q (the "Report") of Trans-Lux Corporation; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) for the Registrant and have; a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and c) disclosed in this Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. /s/ Angela D. Toppi ----------------------------- Date: August 14, 2007 Angela D. Toppi Executive Vice President and Chief Financial Officer EX-32.1 6 tlxex321.txt CERTIFICATION, SEC 906 - M. MULCAHY EXHIBIT 32.1 CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I, Michael R. Mulcahy, President and Co-Chief Executive Officer of Trans-Lux Corporation, do hereby certify, to the best of my knowledge that: (1) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 being filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This Certification accompanies this Form 10-Q as an exhibit, but shall not be deemed as having been filed for purposes of Section 18 of the Securities Exchange Act of 1934 or as a separate disclosure document of the Registrant or the certifying officer. /s/ Michael R. Mulcahy ---------------------------------------- Date: August 14, 2007 Michael R. Mulcahy President and Co-Chief Executive Officer EX-32.2 7 tlxex322.txt CERTIFICATION, SEC 906 - T. BRANDT EXHIBIT 32.2 CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I, Thomas Brandt, Executive Vice President and Co-Chief Executive Officer of Trans-Lux Corporation, do hereby certify, to the best of my knowledge that: (1) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 being filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This Certification accompanies this Form 10-Q as an exhibit, but shall not be deemed as having been filed for purposes of Section 18 of the Securities Exchange Act of 1934 or as a separate disclosure document of the Registrant or the certifying officer. /s/ Thomas Brandt ----------------------------- Date: August 14, 2007 Thomas Brandt Executive Vice President and Co-Chief Executive Officer EX-32.3 8 tlxex323.txt CERTIFICATION, SEC 906 - A. TOPPI EXHIBIT 32.3 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I, Angela D. Toppi, Executive Vice President and Chief Financial Officer of Trans-Lux Corporation, do hereby certify, to the best of my knowledge that: (1) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 being filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This Certification accompanies this Form 10-Q as an exhibit, but shall not be deemed as having been filed for purposes of Section 18 of the Securities Exchange Act of 1934 or as a separate disclosure document of the Registrant or the certifying officer. /s/ Angela D. Toppi -------------------------------- Date: August 14, 2007 Angela D. Toppi Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----