-----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, TwB1SQgBuc70E0zXI33fYpfmVN6dkg7uRs8pjHGZ9nMUN9gJww7op9wC91n/Cr/w gvyCmXaeO8/GEuk+pNr04Q== 0000099106-09-000027.txt : 20090817 0000099106-09-000027.hdr.sgml : 20090817 20090814175414 ACCESSION NUMBER: 0000099106-09-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090814 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090817 DATE AS OF CHANGE: 20090814 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: 091017510 BUSINESS ADDRESS: STREET 1: 26 PEARL STREET CITY: NORWALK STATE: CT ZIP: 06850-1647 BUSINESS PHONE: 2038534321 MAIL ADDRESS: STREET 1: 26 PEARL STREET CITY: NORWALK STATE: CT ZIP: 06850-1647 8-K 1 tx8k081409.txt FORM 8-K DATED AUGUST 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): August 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 August 14, 2009, Trans-Lux Corporation issued a press release announcing results of operations for the three and six months ended June 30, 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 August 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: August 14, 2009 EX-99.1 2 release2ndquarterrresults09.txt RESULTS FOR 2ND QUARTER ENDED JUNE 30, 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 203.642.5903 TRANS-LUX REPORTS SECOND QUARTER RESULTS NORWALK, CT, August 14, 2009 - Trans-Lux Corporation (NYSE Amex: TLX), a leading supplier of programmable electronic information displays, today reported financial results for the second quarter ended June 30, 2009. Trans-Lux President and Chief Executive Officer Michael R. Mulcahy made the announcement. Second Quarter 2009 - Continuing Operations Revenues totaled $7.4 million for the second quarter, compared with $10.4 million during the same period last year. Trans-Lux recorded a loss for the quarter of $3.8 million (-$1.65 per share), compared with a loss of $1.7 million (-$0.75 per share) in the second quarter of the prior year. This year's second quarter loss includes the write-off of a $2.7 million note receivable related to the former Norwalk, CT facility that the Company sold in 2004. Had it not been for the write-off, the net loss for the quarter would have been $1.1 million, an improvement over the same quarter last year. The Company incurred negative cash flow, as defined by EBITDA, of $1.8 million (without the write-off, it would have been a positive cash flow of $882,000), compared with positive cash flow of $1.6 million in 2008. General administrative expenses were down for the quarter from last year as a result of reduced operating costs. "Our management team continues to work closely with all divisions and departments to enhance operational efficiencies and streamline operating costs, which is a paramount concern, especially as revenue has decreased and the overall economy remains difficult," said Mr. Mulcahy. "We are committed to making strategic engineering investments in key segments of our display markets where we anticipate long-term growth opportunities." Six Months Ended June 30, 2009 Trans-Lux reported revenues for the six-month period ended June 30, 2009 of $15.2 million, down from $18.4 million last year. Continuing operations incurred a loss of $5.0 million (-$2.15 per share) during the first six months, versus the $2.9 million loss (-$1.26 per share) reported for the same period in 2008. This year's loss includes the write-off of a $2.7 million note receivable related to the former Norwalk, CT facility that the Company sold in 2004. Had it not been for the write-off, the net loss for the six month period would have been $2.3 million, an improvement over the same period last year. The Company incurred negative cash flow from continuing operations, as defined by EBITDA, of $997,000 (without the write-off, it would have been a positive cash flow of $1.7 million), compared with a positive cash flow of $2.4 million during the same six-month period in 2008. 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, but none has been earned to date. As a result of the sale, in the second quarter of 2008, 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 had 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 RESULTS OF OPERATIONS (Unaudited) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ------------------ ------------------ (In thousands, except per share data) 2009 2008 2009 2008 ------------------ ------------------ Revenues $ 7,443 $10,417 $15,212 $18,417 Loss from continuing operations (3,805) (1,719) (4,959) (2,905) Loss from discontinued operations - (3,636) - (3,477) ------------------ ------------------ Net loss $(3,805) $(5,355) $(4,959) $(6,382) ================== ================== Calculation of EBITDA: Net loss from continuing operations $(3,805) $(1,719) $(4,959) $(2,905) Interest expense, net 437 342 845 764 Income tax expense 51 1,350 92 1,302 Depreciation and amortization 1,513 1,655 3,025 3,280 ------------------ ------------------ EBITDA from continuing operations (1) (1,804) 1,628 (997) 2,441 Effect of discontinued operations - (4,342) - (3,505) ------------------ ------------------ Total EBITDA (1) $(1,804) $(2,714) $ (997) $(1,064) ================== ================== Loss per share - basic and diluted Continuing operations $ (1.65) $ (0.74) $ (2.15) $ (1.26) Discontinued operations - (1.58) - (1.51) ------------------ ------------------ Total loss per share $ (1.65) $ (2.32) $ (2.15) $ (2.77) ================== ================== Average common shares outstanding - basic and diluted 2,307 2,307 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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