Overview

Trans-Lux is a leading supplier of LED technology for display applications. The essential elements of these systems are the real-time, programmable digital products that we design, manufacture, distribute and service. Designed to meet the digital signage solutions for any size venue's indoor and outdoor needs, these displays are used primarily in applications for the financial, banking, gaming, corporate, advertising, transportation, entertainment and sports markets. The Company operates in two reportable segments: Digital product sales and Digital product lease and maintenance.

The Digital product sales segment includes worldwide revenues and related expenses from the sales of both indoor and outdoor digital product signage. This segment includes the financial, government/private, gaming, scoreboards and outdoor advertising markets. The Digital product lease and maintenance segment includes worldwide revenues and related expenses from the lease and maintenance of both indoor and outdoor digital product signage. This segment includes the lease and maintenance of digital product signage across all markets.

Critical Accounting Estimates

There have been no changes to the Company's critical accounting estimates as previously reported in the Company's 2021 Form 10-K.





Results of Operations


Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

The following table presents our Statements of Operations data, expressed as a percentage of revenue for the nine months ended September 30, 2022 and 2021:





                                                    Nine months ended September 30
In thousands, except percentages                      2022                   2021

Revenues:


Digital product sales                         $  14,763     93.7 %   $   6,882     82.5 %
Digital product lease and maintenance               993      6.3 %       1,456     17.5 %
Total revenues                                   15,756    100.0 %       8,338    100.0 %
Cost of revenues:
Cost of digital product sales                    13,122     83.3 %       8,286     99.3 %

Cost of digital product lease and maintenance 431 2.7 % 462 5.6 % Total cost of revenues

                           13,553     86.0 %       8,748    104.9 %
Gross income (loss)                               2,203     14.0 %       (410)    (4.9) %
General and administrative expenses             (2,468)   (15.7) %     (2,270)   (27.2) %
Operating loss                                    (265)    (1.7) %     (2,680)   (32.1) %
Interest expense, net                             (382)    (2.4) %       (363)    (4.4) %

Gain (loss) on foreign currency remeasurement 241 1.5 % (10) (0.1) % Gain on extinguishment of debt

                        -        - %          77      0.9 %
Gain on forgiveness of PPP loan                     824      5.3 %           -        - %
Pension benefit                                     158      1.0 %         200      2.4 %
Income (loss) before income taxes                   576      3.7 %     (2,776)   (33.3) %
Income tax expense                                 (19)    (0.2) %        (19)    (0.2) %
Net income (loss)                             $     557      3.5 %   $ (2,795)   (33.5) %




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Total revenues for the nine months ended September 30, 2022 increased $7.4 million or 89.0% to $15.8 million from $8.3 million for the nine months ended September 30, 2021, primarily due to an increase in Digital product sales revenues, partially offset by a decrease in Digital product lease and maintenance revenues.

Digital product sales revenues increased $7.9 million or 114.5% for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily due to the return of customer orders since COVID-19 pandemic restrictions have been reduced or eliminated over the past year.

Digital product lease and maintenance revenues decreased $463,000 or 31.8% for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily due to the continued expected revenue decline in the older outdoor display equipment rental bases acquired in the early 1990s.

The financial services market continues to be negatively impacted by the current investment climate resulting in consolidation within that industry and the wider use of flat-panel screens for smaller applications.

Total operating loss for the nine months ended September 30, 2022 decreased $2.4 million to $265,000 from $2.7 million for the nine months ended September 30, 2021, principally due to the increase in revenues.

Digital product sales operating income (loss) increased $3.2 million to income of $375,000 for the nine months ended September 30, 2022 compared to a loss of $2.8 million for the nine months ended September 30, 2021, primarily due to the increase in revenues and a decrease in the cost of revenues as a percentage of revenues, as well as a decrease in general and administrative expenses. The cost of Digital product sales increased $4.8 million or 58.4%, primarily due to the increase in revenues. The cost of Digital product sales represented 88.9% of related revenues in 2022 compared to 120.4% in 2021. This decrease as a percentage of revenues is primarily due to the increase in revenues. General and administrative expenses for Digital product sales decreased $144,000 or 10.2%, primarily due to decreases in consulting expenses and bad debt expenses, partially offset by an increase in employees' expenses.

Digital product lease and maintenance operating income decreased $439,000 or 44.9% for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily as a result of the decrease in revenues. The cost of Digital product lease and maintenance decreased $31,000 or 6.7%, primarily due to a decrease in depreciation expense, partially offset by an increase in service agents. The cost of Digital product lease and maintenance revenues represented 43.4% of related revenues in 2022 compared to 31.7% in 2021. The cost of Digital product lease and maintenance includes field service expenses, plant repair costs, maintenance and depreciation. General and administrative expenses for Digital product lease and maintenance increased $7,000 or 41.2%, primarily due to an increase in bad debt expenses.

Corporate general and administrative expenses increased $335,000 or 39.7% for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily due to an increase in employees' expenses, partially offset by a decrease in consulting expenses.





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Net interest expense increased $19,000 or 5.2% for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily due to an increase in interest rates and outstanding debt.

The effective tax rate for the nine months ended September 30, 2022 and 2021 was 3.3% and 0.7%, respectively. Both the 2022 and 2021 tax rates are being affected by the valuation allowance on the Company's deferred tax assets as a result of reporting pre-tax losses.

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

The following table presents our Statements of Operations data, expressed as a percentage of revenue for the three months ended September 30, 2022 and 2021:





                                                       Three months ended September 30
In thousands, except percentages                       2022                      2021

Revenues:


Digital product sales                         $     4,510     94.2 %   $     2,393       83.5 %
Digital product lease and maintenance                 279      5.8 %           472       16.5 %
Total revenues                                      4,789    100.0 %         2,865      100.0 %
Cost of revenues:
Cost of digital product sales                       4,364     91.1 %         3,010      105.0 %
Cost of digital product lease and maintenance         124      2.6 %           145        5.1 %
Total cost of revenues                              4,488     93.7 %         3,155      110.1 %
Gross income (loss)                                   301      6.3 %         (290)     (10.1) %
General and administrative expenses                 (884)   (18.5) %         (727)     (25.4) %
Operating loss                                      (583)   (12.2) %       (1,017)     (35.5) %
Interest expense, net                               (110)    (2.3) %         (103)      (3.6) %
Income on foreign currency remeasurement              181      3.8 %            62        2.2 %
Pension benefit                                        53      1.1 %            66        2.3 %
Loss before income taxes                            (459)    (9.6) %         (992)     (34.6) %
Income tax expense                                    (7)    (0.1) %           (7)      (0.3) %
Net loss                                      $     (466)    (9.7) %   $     (999)     (34.9) %



Total revenues for the three months ended September 30, 2022 increased $1.9 million or 67.2% to $4.8 million from $2.9 million for the three months ended September 30, 2021, primarily due to an increase in Digital product sales.

Digital product sales revenues increased $2.1 million or 88.5% for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily due to the return of customer orders since COVID-19 pandemic restrictions have been reduced or eliminated over the past year.

Digital product lease and maintenance revenues decreased $193,000 or 40.9% for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily due to the continued expected revenue decline in the older outdoor display equipment rental bases acquired in the early 1990s. The financial services market continues to be negatively impacted by the current investment climate resulting in consolidation within that industry and the wider use of flat-panel screens for smaller applications.





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Total operating loss for the three months ended September 30, 2022 decreased $434,000 to $583,000 from $1.0 million for the three months ended September 30, 2021, principally due to the increase in revenues and a decrease in the cost of revenue as a percentage of revenues, partially offset by an increase in general and administrative expenses.

Digital product sales operating loss decreased $708,000 to $385,000 for the three months ended September 30, 2022 compared to $1.1 million for the three months ended September 30, 2021, primarily due to the increase in revenues and a decrease in the cost of revenue as a percentage of revenues, partially offset by an increase in general and administrative expenses. The cost of Digital product sales increased $1.4 million or 45.0%, primarily due to the increase in revenues. The cost of Digital product sales represented 96.8% of related revenues in 2022 compared to 125.8% in 2021. This decrease as a percentage of revenues is primarily due to manufacturing efficiencies due to the increase in revenues. General and administrative expenses for Digital product sales increased $55,000 or 11.6%, primarily due to decreases in consulting expenses and bad debt expenses, partially offset by an increase in employees' expenses.

Digital product lease and maintenance operating income decreased $187,000 or 55.8% for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily as a result of the decrease in revenues.

The cost of Digital product lease and maintenance decreased $21,000 or 14.5%, primarily due to a decreases in depreciation expense and employees' expenses. The cost of Digital product lease and maintenance revenues represented 44.4% of related revenues in 2022 compared to 30.7% in 2021. The cost of Digital product lease and maintenance includes field service expenses, plant repair costs, maintenance and depreciation. General and administrative expenses for Digital product lease and maintenance increased $15,000 or 187.5%, primarily due to an increase in bad debt expenses.

Corporate general and administrative expenses increased $87,000 or 33.6% for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily due to an increase in employees' expenses, partially offset by a decrease in consulting fees.

Net interest expense increased $7,000 or 6.8% for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily due to an increase in interest rates and outstanding debt.

The effective tax rate for the three months ended September 30, 2022 and 2021 was 1.5% and 0.7%, respectively. Both the 2022 and 2021 tax rates are being affected by the valuation allowance on the Company's deferred tax assets as a result of reporting pre-tax losses.

Liquidity and Capital Resources





Current Liquidity


The Company has incurred significant recurring losses and continues to have a significant working capital deficiency. As described below, as of September 30, 2022, the Company had $20,000 of Cash and cash equivalents.





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The Company recorded income of $557,000 in the nine months ended September 30, 2022, which included the gain on forgiveness of the PPP loan of $824,000, but recorded a loss of $5.0 million in the year ended December 31, 2021. The Company had working capital deficiencies of $9.3 million and $9.8 million as of September 30, 2022 and December 31, 2021, respectively. The change in the working capital deficiency was primarily affected by increases in the accounts receivable and inventories, partially offset by a decreases in cash and prepaids and other assets, as well as increases in accounts payable, accrued liabilities, current portion of long-term debt, current lease liabilities and customer deposits.

The Company is dependent on future operating performance in order to generate sufficient cash flows in order to continue to run its businesses. Future operating performance is dependent on general economic conditions, as well as financial, competitive and other factors beyond our control, including the impact of the current economic environment, the spread of major epidemics (including coronavirus) and other related uncertainties such as government imposed travel restrictions, interruptions to supply chains, extended shut down of businesses and the impact of inflation. In order to more effectively manage its cash resources, the Company had, from time to time, increased the timetable of its payment of some of its payables, which delayed certain product deliveries from our vendors, which in turn delayed certain deliveries to our customers.

There is substantial doubt as to whether we will have adequate liquidity, including access to the debt and equity capital markets, to operate our business over the next 12 months from the date of issuance of this Form 10-Q. To address the Company's cash shortfall, the Company is exploring various financing alternatives, of which there can be no assurance that the Company will be able to obtain financing. Failure to obtain financing will jeopardize the Company's ability to continue as a going concern. The Company continually evaluates the need and availability of long-term capital in order to meet its cash requirements and fund potential new opportunities.

The Company used cash of $2.0 million and provided cash of $605,000 from operating activities for the nine months ended September 30, 2022 and 2021, respectively. The Company has implemented several initiatives to improve operational results and cash flows over future periods, including reducing head count, reorganizing its sales department and outsourcing certain administrative functions. The Company continues to explore ways to reduce operational and overhead costs. The Company periodically takes steps to reduce the cost to maintain the digital products on lease and maintenance agreements.

Cash and cash equivalents decreased $504,000 in the nine months ended September 30, 2022 to $20,000 at September 30, 2022 from $524,000 at December 31, 2021. The decrease is primarily attributable to cash used in operating activities of $2.0 million, partially offset by proceeds from long-term debt borrowings of $1.1 million and refund proceeds from loan forgiveness of $453,000. The current economic environment has increased the Company's trade receivables collection cycle, and its allowances for uncollectible accounts receivable, but collections continue to be favorable.

Under various agreements, the Company is obligated to make future cash payments in fixed amounts. These include payments under the Company's current and long-term debt agreements, pension plan minimum required contributions, employment agreement payments and rent payments required under operating lease agreements. The Company has both variable and fixed interest rate debt.

Interest payments are projected based on actual interest payments incurred in 2022 until the underlying debts mature. As interest rates have increased in 2022, and may continue to increase, the amounts the Company pays for interest could exceed the projected amounts.





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The following table summarizes the Company's fixed cash obligations as of September 30, 2022 for the remainder of 2022 and over the next four fiscal years:





                                    Remainder of
In thousands                                2022   2023    2024    2025    2026

Long-term debt, including interest $ 4,933 $ - $ 31 $ 31 $ 31 Pension plan payments

                          -       -     179     129      60
Estimated warranty liability                 138     113      91      63      49
Operating lease payments                     123     438     146     149     152
Total                              $       5,194   $ 551   $ 447   $ 372   $ 292

As of September 30, 2022, the Company had outstanding $302,000 of Notes which matured as of March 1, 2012. The Company also had outstanding $220,000 of Debentures which matured on December 1, 2012. The Company continues to consider future exchanges of the Notes and Debentures, but has no agreements, commitments or understandings with respect to any further such exchanges.

The Company may still seek additional financing in order to provide enough cash to cover our remaining current fixed cash obligations as well as providing working capital. However, there can be no assurance as to the amounts, if any, the Company will receive in any such financing or the terms thereof. The Company has no agreements, commitments or understandings with respect to any such financings. To the extent the Company issues additional equity securities, it could be dilutive to existing shareholders.

For a further description of the Company's long-term debt, see Note 7 to the Condensed Consolidated Financial Statements - Long-Term Debt.





Pension Plan Contributions


The minimum required pension plan contribution for 2022 is expected to be $138,000, which the Company contributed as of September 30, 2022. See Note 8 to the Condensed Consolidated Financial Statements - Pension Plan for further details.

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, the impact of inflation, terrorist acts and war.





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