-----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, R4Hzc9pTAPKNtYfhi9RUYKLKmgHBct58Tj5rwEuj2nNI7JKYGhXP86TThLTP7mdF Hao5mHb2yNq6/WoLqJZfQw== 0000099106-09-000038.txt : 20091116 0000099106-09-000038.hdr.sgml : 20091116 20091116170234 ACCESSION NUMBER: 0000099106-09-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091116 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091116 DATE AS OF CHANGE: 20091116 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: 091187899 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 tx8k111609.txt FORM 8-K DATED NOVEMBER 16, 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): November 16, 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 November 16, 2009, Trans-Lux Corporation issued a press release announcing results of operations for the three and nine months ended September 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 November 16, 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: November 16, 2009 EX-99.1 2 release3rdquarterresults09.txt RESULTS FOR 3RD QUARTER ENDED SEPTEMBER 30, 2009 Exhibit 99.1 News from Trans-Lux - --------------------------------------------------- 26 Pearl Street Norwalk, CT 06850 203.853.4321 FOR IMMEDIATE RELEASE For Further Information Contact: Angela D. Toppi Executive Vice President & CFO 203.642.5903 TRANS-LUX REPORTS THIRD QUARTER RESULTS NORWALK, CT., November 16, 2009 - Trans-Lux Corporation (NYSE Amex: TLX), a leading supplier of programmable electronic information displays, today reported financial results for the third quarter ended September 30, 2009. Trans-Lux President and Chief Executive Officer Michael R. Mulcahy made the announcement. Third Quarter 2009 - Continuing Operations Revenues totaled $8.0 million for the third quarter, compared with $10.8 million during the same period last year. Trans-Lux recorded a loss for the quarter of $782,000 (-$0.34 per share), compared with a loss of $363,000 (-$0.16 per share) in the third quarter of the prior year. The Company generated cash flow, as defined by EBITDA, of $1.2 million, compared with $1.7 million in 2008. General administrative expenses were down for the quarter from last year as a result of reduced operating costs. "While recent market indicators signal an improvement in the overall economic environment that we hope will have a positive impact on the display industry, our focus remains on enhancing operational efficiencies and streamlining operating costs," said Mr. Mulcahy. "We continue to make certain strategic engineering investments that we believe will enable us to capitalize on potential opportunities among our key market segments once the economic environment improves." Nine Months Ended September 30, 2009 Trans-Lux reported revenues for the nine-month period ended September 30, 2009 of $23.2 million, down from $29.3 million last year. Continuing operations incurred a loss of $5.7 million (-$2.49 per share) during the first nine months, versus the $3.3 million loss (-$1.42 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, Connecticut facility that the Company sold in 2004. Had it not been for the write-off, the net loss for the nine-month period would have been $3.0 million, an improvement over the same period last year. The Company generated cash flow from continuing operations, as defined by EBITDA, of $202,000 (without the write-off, cash flow would have been $2.9 million), compared with cash flow of $4.2 million during the same nine-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. 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 was 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 NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 ----------------- ------------------ (In thousands, except per share data) 2009 2008 2009 2008 ----------------- ------------------ Revenues $8,006 $10,844 $23,218 $29,261 Loss from continuing operations (782) (363) (5,741) (3,268) Income (loss) from discontinued operations -- 7 -- (3,470) ----------------- ------------------ Net loss $ (782) $ (356) $(5,741) $(6,738) ================= ================== Calculation of EBITDA: Net loss from continuing operations $ (782) $ (363) $(5,741) $(3,268) Interest expense, net 417 425 1,262 1,189 Income tax expense 50 80 142 1,382 Depreciation and amortization 1,514 1,592 4,539 4,872 ----------------- ------------------ EBITDA from continuing operations (1) 1,199 1,734 202 4,175 Effect of discontinued operations -- 525 -- (2,980) ----------------- ------------------ Total EBITDA (1) $1,199 $ 2,259 $ 202 $ 1,195 ================= ================== (Loss) income per share - basic and diluted: Continuing operations $(0.34) $ (0.16) $ (2.49) $ (1.42) Discontinued operations -- 0.01 -- (1.50) ----------------- ------------------ Total loss per share $(0.34) $ (0.15) $ (2.49) $ (2.92) ================= ================== 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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