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 March 31, 2000
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from____________to____________
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)
- - --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
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 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
- - -------- ------------------------------------ ------------------
05/12/00 Common Stock - $1.00 Par Value 964,909
05/12/00 Class B Stock - $1.00 Par Value 295,843
(Immediately convertible into a like
number of shares of Common Stock.)
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
Index
Part I - Financial Information Page No.
--------
Consolidated Balance Sheets - March 31, 2000 (unaudited)
and December 31, 1999 1
Consolidated Statements of Operations - Three Months Ended
March 31, 2000 and 1999 (unaudited) 2
Consolidated Statements of Cash Flows - Three Months Ended
March 31, 2000 and 1999 (unaudited) 3
Notes to Consolidated Financial Statements (unaudited) 4
Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
<PAGE>
Part I - Financial Information
------------------------------
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31 December 31
In thousands, except share data 2000 1999
- - ------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,613 $ 3,651
Available-for-sale securities 3,127 3,666
Receivables 7,579 9,064
Inventories 6,952 6,146
Prepaids and other 785 890
-------- --------
Total current assets 21,056 23,417
-------- --------
Equipment on rental 77,190 75,200
Less accumulated depreciation 33,064 31,487
-------- --------
44,126 43,713
-------- --------
Property, plant and equipment 47,914 44,411
Less accumulated depreciation and amortization 9,318 8,832
-------- --------
38,596 35,579
Other assets 7,073 6,449
Construction funds 1,978 3,290
-------- --------
$112,829 $112,448
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,406 $ 4,688
Accrued liabilities 6,496 5,093
Current portion of long-term debt 2,437 2,381
-------- --------
Total current liabilities 10,339 12,162
Long-term debt: -------- --------
7 1/2% convertible subordinated notes due 2006 30,397 30,490
9 1/2% subordinated debentures due 2012 1,057 1,057
Notes payable 37,586 34,405
-------- --------
69,040 65,952
Deferred revenue, deposits and other 4,072 3,715
Deferred income taxes 4,052 4,606
Commitments and contingencies -------- --------
Stockholders' equity:
Capital stock
Common - $1.00 par value
Authorized - 5,500,000 shares
Issued - 2,444,400 shares in 2000 and 1999 2,444 2,444
Class B - $1.00 par value
Authorized - 1,000,000 shares
Issued - 296,005 shares in 2000 and 1999 296 296
Additional paid-in-capital 13,901 13,901
Retained earnings 20,703 21,434
Accumulated other comprehensive loss (181) (225)
-------- --------
37,163 37,850
Less treasury stock - at cost
1,479,672 shares in 2000 and 1999
(excludes additional 296,005 shares held
for conversion of Class B stock) 11,837 11,837
-------- --------
Total stockholders' equity 25,326 26,013
-------- --------
$112,829 $112,448
======== ========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
1
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
------------------------------
In thousands, except per share data 2000 1999
- - -------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues:
Equipment rentals and maintenance $ 5,959 $ 5,857
Equipment sales 6,378 6,148
Theatre receipts and other 2,315 1,480
----------- -----------
Total revenues 14,652 13,485
----------- -----------
Operating expenses:
Cost of equipment rentals and maintenance 3,335 3,247
Cost of equipment sales 4,769 4,059
Cost of theatre receipts and other 1,925 1,202
----------- -----------
Total operating expenses 10,029 8,508
----------- -----------
Gross profit from operations 4,623 4,977
General and administrative expenses 4,750 4,192
----------- -----------
(127) 785
Interest income 96 121
Interest expense (1,278) (984)
Other income 6 145
Income from joint venture 53 2
----------- -----------
Income (loss) before income taxes (1,250) 69
Provision (benefit) for income taxes (562) 31
----------- -----------
Net income (loss) $ (688) $ 38
=========== ===========
Earnings (loss) per share:
Basic ($0.55) $0.03
Diluted ($0.55) $0.03
Average common shares outstanding:
Basic 1,261 1,292
Diluted 1,261 1,298
Cash dividends per share:
Common stock $0.035 $0.035
Class B stock $0.0315 $0.0315
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
2
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
----------------------------
In thousands 2000 1999
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (688) $ 38
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 2,211 2,256
Net income of joint venture (53) (2)
Deferred income taxes (562) (188)
Loss on sale of securities 7 --
Gain on repurchase of Company's 7 1/2% convertible subordinated notes (15) (145)
Changes in operating assets and liabilities:
Receivables 1,485 62
Inventories (806) 138
Prepaids and other assets (638) (89)
Accounts payable and accruals (1,845) 481
Deferred revenue, deposits and other 357 (348)
----------- -----------
Net cash provided by (used in) operating activities (547) 2,203
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment manufactured for rental (1,990) (1,886)
Purchases of property, plant and equipment (3,503) (1,382)
Usage of construction funds 1,312 --
Proceeds from joint venture 24 23
Proceeds from sale of securities 550 --
----------- -----------
Net cash used in investing activities (3,607) (3,245)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt 3,753 3,900
Repayment of long-term debt (516) (2,320)
Repurchase of Company's 7 1/2% convertible subordinated notes (78) (855)
Cash dividends (43) (44)
----------- -----------
Net cash provided by financing activities 3,116 681
----------- -----------
Net decrease in cash and cash equivalents (1,038) (361)
Cash and cash equivalents at beginning of year 3,651 1,298
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,613 $ 937
=========== ===========
- - ------------------------------------------------------------------------------------------------------------------
Interest paid $ 679 $ 361
Interest received 109 147
Income taxes paid 5 411
- - ------------------------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
3
<PAGE>
TRANS-LUX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(unaudited)
Note 1 - Basis of Presentation
Financial information included herein is unaudited, however, such information
reflects all adjustments 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. It is suggested that the March
31, 2000 consolidated financial statements be read in conjunction with the
consolidated financial statements and notes included in the Company's Annual
Report and Form 10-K for the year ended December 31, 1999. Certain
reclassifications of prior years' amounts have been made to conform to the
current year's presentation.
Note 2 - Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
March 31 December 31
In thousands 2000 1999
- - ------------------------------------------------------------------------------
<S> <C> <C>
Raw materials and spare parts $4,247 $3,532
Work-in-progress 1,600 1,459
Finished goods 1,105 1,155
----- -----
$6,952 $6,146
====== ======
</TABLE>
Note 3 - Long-Term Debt
During the first quarter of 2000, long-term debt increased $3.1 million, of
which $2.1 million represents additional construction mortgages.
Note 4 - Reporting Comprehensive Loss
The components of comprehensive loss for the Company are foreign currency
translation adjustments relating to the Company's foreign subsidiaries and
unrealized holding gains or losses on the Company's available-for-sale
securities. Comprehensive loss is $694,000 and $46,000 for the three months
ended March 31, 2000 and 1999, respectively.
4
<PAGE>
Note 5 - Earnings (loss) per Share
The following table represents the computation of basic and diluted earnings
(loss) per common share for the three months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
In thousands, except share data 2000 1999
- - ------------------------------------------------------------------------------
<S> <C> <C>
Basic earnings (loss) per share computation:
Net income (loss) $ (688) $ 38
------ ------
Weighted average common shares outstanding 1,261 1,292
------ ------
Basic earnings (loss) per common share $(0.55) $ 0.03
====== ======
Diluted earnings (loss) per share computation:
Net income (loss) $ (688) $ 38
Add: After tax interest expense applicable
to convertible debt* - -
------ ------
Adjusted net income (loss) $ (688) $ 38
====== ======
Weighted average common shares outstanding 1,261 1,292
Assumes exercise of options reduced by the
number of shares which could have been purchased
with the proceeds from exercise of such options - 6
Assumes conversion of 7 1/2% convertible subordinated
notes* - -
------ ------
Total weighted average common shares 1,261 1,298
====== ======
Diluted earnings (loss) per common share $(0.55) $ 0.03
====== ======
<FN>
* The diluted earnings (loss) per share calculation does not include the assumed
conversion of the Company's 7 1/2% convertible subordinated notes, as the effect
is antidilutive.
</FN>
</TABLE>
Note 6 - Business Segment Data
The Company evaluates segment performance and allocates resources based upon
operating income. The Company's operations have been classified into 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 and Australia.
The indoor display and outdoor display segments are differentiated primarily by
the customers they serve. The Entertainment and Real Estate Division owns a
chain of motion picture theatres in the western Mountain States and owns real
estate used for both corporate and income-producing purposes in the U.S. and
Canada. Segment operating income is shown after general and administrative
expenses directly associated with the segment and includes the operating results
of the joint venture activities. Corporate items relate to resources and costs
which are not directly identifiable with a segment. There are no intersegment
sales.
5
<PAGE>
Information about the Company's operations in its three business segments for
the three months ended March 31, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>
In thousands 2000 1999
- - ----------------------------------------------------------------------------
<S> <C> <C>
Revenues:
Indoor display $ 5,027 $ 5,207
Outdoor display 7,310 6,798
Entertainment and real estate 2,315 1,480
------- -------
Total revenues $14,652 $13,485
------- -------
Operating income:
Indoor display $ 1,378 $ 1,360
Outdoor display 34 638
Entertainment and real estate 191 72
------- -------
Total operating income $ 1,603 $ 2,070
Other income 6 145
Corporate general and administrative expenses (1,677) (1,283)
Interest expense-net (1,182) (863)
------- -------
Income (loss) before income taxes $(1,250) $ 69
======= =======
</TABLE>
Note 7 - Litigation
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. The Company is appealing a 1999 verdict in a
state of New Mexico court which awarded a former employee of the Company $15,000
in damages for lost wages and emotional distress and $393,000 in punitive
damages on a retaliatory discharge claim. The Company denied the charges on the
basis that the termination was proper. The Company believes it has made
adequate provisions to cover such matters. The appeal is currently pending. In
January 2000, a second former employee of the Company commenced a retaliatory
discharge action seeking compensatory and punitive damages in an unspecified
amount. The Company has denied such allegations and asserted defenses including
that the former employee resigned following her failure to timely report to
work. This case is in the early stages and has yet to go to trial. Certain of
the amounts are subject to insurance recoveries.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
The Company's total revenues for the three months ended March 31, 2000 increased
8.7% to $14.7 million from $13.5 million for the three months ended March 31,
1999. Revenues from equipment rentals and maintenance increased $102,000 or
1.7%. Of this increase, indoor display rental and maintenance revenues
increased $198,000 or 5.4%, which was offset by the $96,000 or 4.4% continued
expected decline in the outdoor lease and maintenance bases previously acquired.
Revenues from equipment sales increased $230,000 or 3.7% in 2000. Of this
increase, outdoor display sales increased $608,000 or 13.2%, primarily in the
outdoor sports division, but was offset by a decrease of $378,000 or 24.8% of
indoor displays due to lower volume, mainly as a result of the advent of
electronic trading and consolidation within the financial industry. Revenues
from theatre receipts and other increased $835,000 or 56.4% in 2000. This
significant increase is primarily from the revenues from three newly constructed
theatres consisting of 20 screens in Dillon, CO, Espanola, NM and Los Lunas, NM;
and the acquisition of two theatres in Wyoming.
Gross profit as a percentage of revenues was 31.6% in 2000 compared to 36.9% in
1999. Due to the competitive nature of the outdoor display market, the Company
anticipated the decrease in the gross profit percentage as it attempts to
increase its market share in certain of the industry segments of the outdoor
display market. The expansion of its theatre operations, which is at a lower
gross profit than the display division, also contributed to the decrease in the
gross profit margin. Cost of equipment rentals and maintenance includes field
service expenses, plant repair costs, maintenance and depreciation. The indoor
display cost of equipment rental and maintenance increased 6.2%, primarily due
to increased depreciation expense. The outdoor display cost of equipment rental
and maintenance remained level. The cost of equipment rentals and maintenance
represented 56.0% of related revenues for the three months ended March 31, 2000
compared to 55.4% in 1999. Cost of equipment sales increased $710,000 or 17.5%.
The indoor display cost of equipment sales decreased 28.1% primarily due to
lower volume. The outdoor display cost of equipment sales increased 29.3%,
primarily due to increased sales in the outdoor sports division and a higher
content of raw materials, primarily due to the new LED technology, and
installation costs. The cost of equipment sales represented 74.8% of related
revenues for the three months ended March 31, 2000 compared to 66.0% in 1999.
Cost of theatre receipts and other, which includes film rental costs and
depreciation expense, increased $723,000 or 60.1% in 2000, mainly as a result of
the expansion of the theatre operations and theatre start-up expenses. The cost
of theatre receipts and other represented 83.2% of related revenues for the
three months ended March 31, 2000 and 81.2% in 1999.
Total general and administrative expenses increased $558,000 or 13.3%.
Corporate general and administrative expenses increased 30.7%, primarily due to
a $205,000 negative impact of the effect of foreign currency exchange rates in
2000 versus a $78,000 positive impact of the effect of foreign currency
exchange rates in 1999. The indoor display general and administrative expenses
decreased slightly. The outdoor display general and administrative expenses
increased 13.7%, primarily due to expanded sales and marketing efforts related
to the sports sector. The entertainment and real estate general and
administrative expenses increased slightly due to the expansion of theatre
operations.
7
<PAGE>
Net interest expense increased $319,000, which is primarily attributable to the
increase in long-term debt for theatre operations. The 1999 other income
relates to the gain on the purchase of $1.0 million principal amount of the
Company's 7 1/2% convertible subordinated notes at a discount. The income from
joint venture relates to the operations of the theatre joint venture, MetroLux
Theatre in Loveland, CO.
The effective tax rate at March 31, 2000 and 1999 was 45.0%.
Accounting Standards
The Company will adopt the provisions of Statement of Financial Accounting
Standards No. 133 "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133) effective January 1, 2001. The standard requires
companies to recognize all derivatives as either assets or liabilities and
measure those instruments at fair value. Gains or losses resulting from changes
in the values of those derivatives would be accounted for depending on the use
of the derivative and whether it qualifies for hedge accounting. The Company
does not expect the adoption of SFAS 133 to have a material impact on its
consolidated financial statements.
Liquidity and Capital Resources
The regular quarterly cash dividend for the first quarter of 2000 of $0.035 per
share on the Company's Common Stock and $0.0315 per share on the Company's Class
B Stock was declared by the Board of Directors on March 21, 2000 payable to
stockholders of record as of April 3, 2000 and was paid April 14, 2000.
The Company has a $15.0 million revolving credit facility with its bank which is
available to June 2002, and requires an annual facility fee on the total
commitment of .375%. The Company has the option to convert the outstanding
balance into a four-year term loan. At March 31, 2000, $10.4 million was
outstanding leaving $4.6 million of additional borrowing capacity available
under such facility. The Company believes that cash generated from operations
together with the cash and cash equivalents on hand and the availability under
the revolving credit facility will be sufficient to fund its anticipated near
term cash requirements.
Cash and cash equivalents decreased $1.0 million for the three months ended
March 31, 2000 compared to a decrease of $361,000 in 1999. The decrease in 2000
is primarily attributable to the decrease in accounts payable and accruals, an
increase in inventories, and cash utilized for investment in rental equipment
and construction of theatres. The decrease in 1999 is primarily attributable to
cash utilized for investment in rental equipment, construction of theatres and
purchases of equipment.
The Company utilizes its revolving credit facility to finance the expansion of
its theatre operations until long-term financing is in place. The $3.8 million
proceeds from long-term debt relates to construction borrowings for the new
theatres and borrowings under the revolving credit facility.
The Company has limited involvement with derivative financial instruments and
does not use them for trading purposes; they are only used to manage and fix
well-defined interest rate risks. The Company has two interest rate swap
agreements having a notional value of $8.3 million to reduce exposure to
interest fluctuations.
The Company has completed the construction of its new 55,000 square-foot outdoor
display facility in Logan, Utah and has moved into the new facility during the
second quarter of 2000.
8
<PAGE>
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, and interest rate and
foreign exchange fluctuations.
Part II - Other Information
---------------------------
Item 6. Exhibits and Reports on Form 8-K
- - ------- --------------------------------
(a) 27 Financial Data Schedule, which is submitted
electronically to the Securities and Exchange
Commission for information only and not filed.
(b) No reports on Form 8-K were filed during the quarter
covered by this report.
9
<PAGE>
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: May 15, 2000
by /s/ Angela D. Toppi
-------------------------
Angela D. Toppi
Senior Vice President and
Chief Financial Officer
by /s/ Robert P. Bosworth
-------------------------
Robert P. Bosworth
Vice President and
Chief Accounting Officer
10
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS FILED AS
PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,613
<SECURITIES> 3,127
<RECEIVABLES> 7,579
<ALLOWANCES> 0
<INVENTORY> 6,952
<CURRENT-ASSETS> 21,056
<PP&E> 125,104
<DEPRECIATION> 42,382
<TOTAL-ASSETS> 112,829
<CURRENT-LIABILITIES> 10,339
<BONDS> 31,454
<COMMON> 2,740
0
0
<OTHER-SE> 22,586
<TOTAL-LIABILITY-AND-EQUITY> 112,829
<SALES> 8,693
<TOTAL-REVENUES> 14,652
<CGS> 6,694
<TOTAL-COSTS> 10,029
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,278
<INCOME-PRETAX> (1,250)
<INCOME-TAX> (562)
<INCOME-CONTINUING> (688)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (688)
<EPS-BASIC> (0.55)
<EPS-DILUTED> (0.55)
</TABLE>
