-----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, HhWBR2GOnGhWYwpB8SX0GKldoQWXkPQcsXfphf8XNGRe8QJM19H3PKPLeFHmpLPb 00AApPjbCPAInFLf/v5uXA== 0000099106-09-000018.txt : 20090514 0000099106-09-000018.hdr.sgml : 20090514 20090514164848 ACCESSION NUMBER: 0000099106-09-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090514 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090514 DATE AS OF CHANGE: 20090514 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: 09827430 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 tx8k051409.txt FORM 8-K DATED MAY 14, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8K 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 14, 2009 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.) 26 Pearl Street, Norwalk, CT 06850-1647 --------------------------------------------------- (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.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On May 14, 2009, Trans-Lux Corporation issued a press release announcing results of operations for the three months ended March 31, 2009. A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits. 99.1 Press release dated May 14, 2009 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 Dated: May 14, 2009 EX-99.1 2 release1stquarterresults09.txt RESULTS FOR 1ST QUARTER ENDED MARCH 31, 2009 News from Trans-Lux - ------------------------------------------------------- 26 Pearl Street * Norwalk, CT 06850 * 203.853.4321 FOR IMMEDIATE RELEASE For Further Information Contact: Angela Toppi Executive Vice President & CFO atoppi@trans-lux.com - -------------------- 203.642.5903 TRANS-LUX REPORTS FIRST QUARTER RESULTS NORWALK, CT, May 14, 2009 - Trans-Lux Corporation (NYSE Amex: TLX), a leading supplier of programmable electronic information displays, today reported financial results for the first quarter ended March 31, 2009. Trans-Lux President and Chief Executive Officer Michael R. Mulcahy made the announcement. First Quarter 2009 - Continuing Operations Revenues totaled $7.8 million for the first quarter, compared with $8.0 million during the same period last year. Trans-Lux recorded a net loss for the quarter of $1.2 million (-$0.50 per share), compared with a loss of $1.2 million (-$0.52 per share) in the prior year. Cash flow, as defined by EBITDA, was $807,000, compared with $813,000 in 2008. General administrative expenses were down for the quarter from last year as a result of reduced operating costs and depreciation expense. "We plan to maintain our commitment to improving operational efficiencies and containing operating costs in light of the current economic environment," said Mr. Mulcahy. "We believe that strategic engineering investments and key product improvements will ensure that we continue to deliver the high quality displays that our customers expect." Discontinued Operations As previously reported, the Company sold the assets of its Entertainment Division on July 15, 2008 for a purchase price of $24.5 million; $7.4 million paid in cash, $0.4 million in escrow and $16.7 million in assumption of debt, which included $0.3 million of debt of its joint venture, MetroLux Theatres. In addition to the $24.5 million purchase price, there is a potential additional purchase price based on the performance of one of the theatre operations. However, there can be no assurance that there will be any additional purchase price earned, which will be reported by the buyer one year after the closing. As a result of the sale, the Company recorded long-lived asset impairment charges of $2.8 million, as well as $2.0 million in disposal costs. The net proceeds from the sale were used to prepay the term loan under the Credit Agreement with the Company's senior lender. A total of $22.4 million of long-term debt has been paid down or assumed by the buyer as a result of the sale and the Company was released from liability on the assumed debt. About Trans-Lux Trans-Lux is a full service, worldwide provider of integrated electronic display solutions for today's communications environments. Incorporated in 1920, Trans-Lux specializes in the design, manufacture, installation and service of large-scale indoor and outdoor LED electronic display systems for applications in the financial, banking, gaming, advertising, corporate, retail, transportation, entertainment and sports industries. Trans-Lux offers unique control systems as well as content through its partnerships with key data suppliers in the markets the Company serves. Trans-Lux has display equipment installed at thousands of locations around the world, including the world's major financial exchanges. For more information, please visit our web site at www.trans-lux.com. - ----------------- (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 / 3 TRANS-LUX CORPORATION TABLE OF OPERATIONS (Unaudited) THREE MONTHS ENDED MARCH 31 -------------------- (In thousands, except per share data) 2009 2008 -------------------- Revenues $ 7,769 $ 8,000 -------------------- Loss from continuing operations (1,154) (1,186) Income from discontinued operations - 159 -------------------- Net loss $(1,154) $(1,027) Calculation of EBITDA: Net loss from continuing operations $(1,154) $(1,186) Interest expense, net 408 422 Income tax expense (benefit) 41 (48) Depreciation and amortization 1,512 1,625 -------------------- EBITDA from continuing operations (1) 807 813 Effect of discontinued operations - 837 -------------------- Total EBITDA (1) $ 807 $ 1,650 ==================== (Loss) income per share - basic and diluted Continuing operations $ (0.50) $ (0.52) Discontinued operations - 0.07 -------------------- Total loss per share $ (0.50) $ (0.45) ==================== Average common shares outstanding - basic and diluted 2,307 2,307 (1) 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 accounting principles generally accepted in the United States 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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