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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 September 30, 2003
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Commission file number 1-2257
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TRANS-LUX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-1394750
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Richards Avenue, Norwalk, CT 06856-5090
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(Address of principal executive offices) (Zip code)
(203) 853-4321
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(Registrant's telephone number, including area code)
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
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
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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
- --------- ------------------------------ ------------------
11/12/03 Common Stock - $1.00 Par Value 973,243
11/12/03 Class B Stock - $1.00 Par Value 287,505
(Immediately convertible into a like
number of shares of Common Stock.)
TRANS-LUX CORPORATION AND SUBSIDIARIES
Table of Contents
Page No.
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Part I - Financial Information
Item 1. Consolidated Balance Sheets - September 30, 2003
and December 31, 2002 (unaudited) 1
Consolidated Statements of Operations - Three and Nine
Months Ended September 30, 2003 and 2002 (unaudited) 2
Consolidated Statements of Cash Flows - Nine Months Ended
September 30, 2003 and 2002 (unaudited) 3
Notes to Consolidated Financial Statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures about Market
Risk 12
Item 4. Controls and Procedures 13
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibits
Part I - Financial Information
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
September 30 December 31
In thousands, except share data 2003 2002
- ------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 11,835 $ 8,270
Available-for-sale securities 549 522
Receivables, less allowance of $1,622 in 2003 and $1,009 in 2002 6,938 7,617
Unbilled receivables 599 966
Inventories 5,689 7,440
Prepaids and other 821 745
--------- ---------
Total current assets 26,431 25,560
--------- ---------
Rental equipment 91,075 88,374
Less accumulated depreciation 49,229 43,423
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41,846 44,951
--------- ---------
Property, plant and equipment 41,433 47,427
Less accumulated depreciation and amortization 11,834 12,170
--------- ---------
29,599 35,257
--------- ---------
Goodwill 1,035 1,264
Other assets 4,001 3,942
--------- ---------
TOTAL ASSETS $102,912 $110,974
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,116 $ 2,754
Accrued liabilities 7,120 7,189
Current portion of long-term debt 2,979 3,763
--------- ---------
Total current liabilities 11,215 13,706
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Long-term debt:
7 1/2% convertible subordinated notes due 2006 30,177 30,177
9 1/2% subordinated debentures due 2012 1,057 1,057
Notes payable 29,754 35,975
--------- ---------
Total long-term debt 60,988 67,209
Deferred revenue, deposits and other 1,837 2,942
Deferred income taxes 4,817 4,092
--------- ---------
Stockholders' equity:
Capital stock
Common - $1 par value - 5,500,000 shares authorized
2,452,900 shares issued in 2003 and 2002 2,453 2,453
Class B - $1 par value - 1,000,000 shares authorized
287,505 shares issued in 2003 and 2002 287 287
Additional paid-in-capital 13,901 13,901
Retained earnings 20,417 19,612
Accumulated other comprehensive loss (1,166) (1,391)
Treasury stock - at cost - 1,479,688 shares in 2003 and 2002
(excludes additional 287,505 shares held in 2003 and 2002
for conversion of Class B stock) (11,837) (11,837)
--------- ---------
Total stockholders' equity 24,055 23,025
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $102,912 $110,974
========= =========
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The accompanying notes are an integral part of these consolidated financial statements.
1
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------- ---------------------
In thousands, except per share data 2003 2002 2003 2002
- --------------------------------------------------------------------------- ---------------------
Revenues:
Equipment rentals and maintenance $ 4,487 $ 5,103 $14,004 $15,885
Equipment sales 6,733 13,448 20,037 31,461
Theatre receipts and other 3,628 3,465 10,170 10,818
-------- -------- -------- --------
Total revenues 14,848 22,016 44,211 58,164
-------- -------- -------- --------
Operating expenses:
Cost of equipment rentals and maintenance 3,237 3,582 10,355 10,340
Cost of equipment sales 4,329 9,524 14,241 22,903
Cost of theatre receipts and other 2,661 2,828 7,644 8,313
-------- -------- -------- --------
Total operating expenses 10,227 15,934 32,240 41,556
-------- -------- -------- --------
Gross profit from operations 4,621 6,082 11,971 16,608
General and administrative expenses 3,633 4,988 11,687 13,499
Interest income 17 29 85 147
Interest expense (977) (1,164) (2,976) (3,469)
Gain on sale of assets (see Note 4) - - 4,207 -
Other income (expense) 20 27 (109) 85
-------- -------- -------- --------
Income (loss) before income taxes and income 48 (14) 1,491 (128)
from joint venture
Provision for income taxes 107 147 976 238
Income from joint venture 162 341 423 657
-------- -------- -------- --------
Net income $ 103 $ 180 $ 938 $ 291
======== ======== ======== ========
Earnings per share
Basic $ 0.08 $ 0.14 $ 0.74 $ 0.23
Diluted $ 0.08 $ 0.14 $ 0.54 $ 0.23
Average common shares outstanding
Basic 1,261 1,261 1,261 1,261
Diluted 1,261 1,261 3,420 1,261
Cash dividends per share:
Common stock $0.035 $0.035 $0.105 $0.105
Class B stock $0.0315 $0.0315 $0.0945 $0.0945
- ------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial statements.
2
TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
NINE MONTHS ENDED
SEPTEMBER 30
-----------------------------
In thousands 2003 2002
- --------------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net income $ 938 $ 291
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 7,533 7,594
Income from joint venture (423) (657)
Deferred income taxes 663 1,139
Gain on sale of assets (4,207) -
Write down of available-for-sale securities 129 -
Changes in operating assets and liabilities:
Receivables 518 (2,992)
Inventories 958 (173)
Prepaids and other assets (706) (231)
Accounts payable and accruals (1,576) (1,158)
Deferred revenue, deposits and other (1,105) 117
-------- --------
Net cash provided by operating activities 2,722 3,930
-------- --------
Cash flows from investing activities
Equipment manufactured for rental (2,701) (4,050)
Purchases of property, plant and equipment (268) (433)
Proceeds from joint venture 550 761
Proceeds from sale of assets 6,245 -
-------- --------
Net cash provided by (used in) investing activities 3,826 (3,722)
-------- --------
Cash flows from financing activities
Repayment of long-term debt (19,920) (2,208)
Proceeds from long-term debt 17,070 2,100
Cash dividends (133) (132)
-------- --------
Net cash used in financing activities (2,983) (240)
-------- --------
Net increase (decrease) in cash and cash equivalents 3,565 (32)
Cash and cash equivalents at beginning of year 8,270 5,699
-------- --------
Cash and cash equivalents at end of period $11,835 $ 5,667
======== ========
- --------------------------------------------------------------------------------------------------------
Interest paid $ 2,181 $ 2,642
Interest received 129 157
Income taxes paid (refunded) 189 (656)
- --------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial statements.
3
TRANS-LUX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(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
September 30, 2003 consolidated financial statements should 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, 2002.
Certain reclassifications of prior years' amounts have been made to conform to
the current year's presentation.
On January 1, 2002, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS
142). Under SFAS 142, goodwill and indefinite-lived intangible assets are no
longer amortized, but are reviewed annually for impairment, or more frequently
if indications of potential impairment exist. The Company performed the
requisite transitional impairment tests for goodwill as of January 1, 2002,
which indicated that there was no transitional impairment loss. The Company
performed the annual impairment tests for goodwill as of October 1, 2002 and had
determined that goodwill was not impaired as of that date. All other intangible
assets continue to be amortized over their useful lives and are evaluated when
indicators of impairment exist. During the nine months ended September 30,
2003, the Company wrote off $229,000 of goodwill relating to the sale of assets
(see Note 4). In addition, during the nine months ended September 30, 2003, the
Company paid $450,000 for a 15-year non-compete agreement in Dillon, Colorado,
where the Company operates a six-plex theatre in the same community. The
amount paid for the non-compete agreement has been included in other assets and
is being amortized over ten years.
The Company records compensation expense for its stock-based employee
compensation plans in accordance with the intrinsic-value method prescribed by
APB Opinion No. 25, "Accounting for Stock Issued to Employees". Intrinsic
value is the amount by which the market price of the underlying stock exceeds
the exercise price of the stock option or award on the measurement date,
generally the date of grant. The Company's options are issued at fair market
value, accordingly, no compensation cost has been recognized for its stock
option plans. In December 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure", that amends Statement of
Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation". The following table illustrates the effect on net income and
earnings per share for the three and nine month periods ended September 30, 2003
and 2002 if the Company had applied the fair value recognition provisions of
SFAS 123 to stock-based employee compensation:
4
Three months ended Nine months ended
September 30 September 30
In thousands, except per share data 2003 2002 2003 2002
- -------------------------------------------------------------------------------------------------------
Net income, as reported $ 103 $ 180 $ 938 $ 291
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of tax 1 14 13 30
----- ----- ----- -----
Pro forma net income $ 102 $ 166 $ 925 $ 261
===== ===== ===== =====
Earnings per share:
As reported
Basic $0.08 $0.14 $0.74 $0.23
----- ----- ----- -----
Diluted $0.08 $0.14 $0.54 $0.23
----- ----- ----- -----
Pro forma
Basic $0.08 $0.13 $0.73 $0.21
----- ----- ----- -----
Diluted $0.08 $0.13 $0.53 $0.21
----- ----- ----- -----
Note 2 - Inventories
Inventories consist of the following:
September 30 December 31
In thousands 2003 2002
- ------------------------------------------------------------------
Raw materials and spare parts $4,115 $4,663
Work-in-progress 1,144 1,384
Finished goods 430 1,393
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$5,689 $7,440
====== ======
Note 3 - Long-Term Debt
For the nine months ended September 30, 2003, long-term debt, including current
portion, decreased $7.0 million. The decrease primarily results from the
assumption of $4.2 million in Industrial Revenue Bonds by the purchaser of the
Company's custom sports business in Logan, Utah (see Note 4), and other regular
scheduled payments of long-term debt. During the first quarter of 2003, the
Company completed a refinancing of its senior debt with two term loans totaling
$17.0 million and a revolving credit facility of up to $5.0 million at variable
interest rates ranging from LIBOR plus 1.75% to Prime plus 0.25% (3.61% at
September 30, 2003) and maturing September 30, 2005. At September 30, 2003, the
entire revolving credit facility was available as none had been drawn. The bank
credit agreement requires an annual facility fee on the unused commitment of
..30%, and requires compliance with certain financial covenants, which include a
fixed charge coverage ratio of 1.0 to 1.0, a total funded debt ratio of 5.0 to
1.0, a leverage ratio of 3.0 to 1.0 and maintaining a tangible net worth of not
less than $19.5 million. At September 30, 2003, the Company was in compliance
with such financial covenants.
5
Note 4 - Sale of Assets
On June 30, 2003, the Company sold a parcel of vacant land adjacent to its
corporate headquarters in Norwalk, Connecticut for a cash price of $3.0 million.
The Company recorded a gain of approximately $1.3 million, net of tax, on the
sale. On March 28, 2003, the Company sold its custom sports business located in
Logan, Utah for $7.9 million, of which $3.7 million was paid in cash and $4.2
million was in assumption of two Industrial Revenue Bonds. The Company recorded
a gain of approximately $745,000, net of tax, on the sale. As part of the sale,
the Company recorded bonuses to certain continuing employees of $75,000, which
was included in the recorded gain. As part of said asset purchase agreement,
the Company provided standard representations and warranties with respect to the
assets sold and guaranteed indemnification of up to $400,000, provided
notification of the claim is made by the purchaser prior to December 30, 2003,
and the Company would reacquire any sold accounts receivable greater than 90
days old. As of September 30, 2003, the Company reacquired $108,000 of sold
accounts receivable greater than 90 days old. The Company believes it will not
incur any liability with respect to the guarantee, and accordingly believes the
fair value of the guarantee is not significant. As of November 11, 2003, the
purchaser has not notified the Company of any claims relating to such guarantee.
Note 5 - Reporting Comprehensive Income
Total comprehensive income for the three and nine months ended September 30,
2003 and 2002 is as follows:
Three months ended September 30 Nine months ended September 30
In thousands 2003 2002 2003 2002
- ------------------------------------------------------------------------------------------------------------------------
Net income $103 $180 $ 938 $291
Unrealized foreign currency translation gain (loss) (3) (27) 131 (46)
Unrealized holding gain (loss) on securities, net of tax (16) 1 16 (11)
Reclassification adjustment on securities, net of tax - - 78 -
Unrealized derivative gain, net of tax - 41 - 95
---- ---- ------ ----
Comprehensive income $ 84 $195 $1,163 $329
==== ==== ====== ====
Note 6 - Business Segment Data
The Company evaluates segment performance and allocates resources based upon
operating income. The Company's operations are managed in 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/Real Estate segment owns a chain of
motion picture theatres in the western Mountain States and income-producing real
estate properties. 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 general and
administrative items relate to costs that are not directly identifiable with a
segment. There are no intersegment sales.
6
Information about the Company's operations in its three business segments for the three and nine months
ended September 30, 2003 and 2002 is as follows:
Three months ended September 30 Nine months ended September 30
In thousands 2003 2002 2003 2002
- ----------------------------------------------------------------------------------------------------------------------
Revenues:
Indoor display $ 4,517 $ 4,884 $14,725 $16,599
Outdoor display (1) 6,703 13,667 19,316 30,747
Entertainment/real estate 3,628 3,465 10,170 10,818
------- ------- ------- -------
Total revenues $14,848 $22,016 $44,211 $58,164
------- ------- ------- -------
Operating income (loss):
Indoor display $ 515 $ 921 $ 1,961 $ 3,574
Outdoor display (1) 1,065 1,590 293 1,796
Entertainment/real estate 946 777 2,369 2,566
------- ------- ------- -------
Total operating income $ 2,526 $ 3,288 $ 4,623 $ 7,936
Other income 20 27 4,098 85
Corporate general and administrative expenses (1,376) (1,853) (3,916) (4,170)
Interest expense-net (960) (1,135) (2,891) (3,322)
Income tax provision (107) (147) (976) (238)
------- ------- ------- -------
Net income $ 103 $ 180 $ 938 $ 291
======= ======= ======= =======
(1) Decrease is primarily related to the sale of the custom sports business, see Note 4.
Note 7 - Legal Proceedings and Claims
The Company is subject to legal proceedings and claims, which arise in the
ordinary course of its business. The Company is not a party to any pending
legal proceedings and claims that it believes will have a material adverse
effect on the consolidated financial position or operations of the Company.
7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
Trans-Lux is a full service provider of integrated multimedia systems for
today's communications environments. The essential elements of these systems
are the real-time, programmable electronic information displays we manufacture,
distribute and service. Designed to meet the evolving communications needs of
both the indoor and outdoor markets, these displays are used primarily in
applications for the financial, banking, gaming, corporate, transportation,
entertainment and sports industries. In addition to its display business, the
Company owns and operates a chain of motion picture theatres in the western
Mountain States. The Company operates in three reportable segments: Indoor
Display, Outdoor Display, and Entertainment/Real Estate.
The Indoor Display segment includes worldwide revenues and related expenses from
the rental, maintenance and sale of indoor displays. This segment includes the
financial, gaming, government and corporate markets. The Outdoor Display
segment includes worldwide revenues and related expenses from the rental,
maintenance and sale of outdoor displays. Included in this segment are the
custom sports (which the Company sold during the first quarter of 2003), catalog
sports, retail and commercial markets. The Entertainment/Real Estate segment
includes the operations of the motion picture theatres in the western Mountain
States and income-producing real estate properties.
Results of Operations
Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30,
2002
Total revenues for the nine months ended September 30, 2003 decreased 24.0% to
$44.2 million from $58.2 million for the nine months ended September 30, 2002,
principally due to the sale of the custom sports business during the first
quarter of 2003 (see Note 4).
Indoor display revenues decreased $1.9 million or 11.3%. Of this decrease,
indoor display equipment rentals and maintenance revenues decreased $1.7 million
or 15.7%, primarily due to disconnects and non-renewals of equipment on rental
and maintenance on existing contracts in the financial services and energy
markets, and indoor display equipment sales decreased $173,000 or 3.0%,
primarily in the financial services market. The financial services market
continues to be negatively impacted due to the consolidation within that
industry resulting mainly from the current economic slowdown.
Outdoor display revenues decreased $11.4 million or 37.2%. Of this decrease,
outdoor display equipment sales decreased $11.2 million or 43.8%, primarily in
the custom outdoor sports business, which decrease was a result of the sale of
the custom sports business during the first quarter of 2003 (see Note 4).
Outdoor display equipment rentals and maintenance revenues decreased $180,000 or
3.6%, primarily due to the continued expected revenue decline in the outdoor
equipment rentals and maintenance bases previously acquired.
Entertainment/real estate revenues decreased $648,000 or 6.0%. This decrease is
primarily from a decrease in overall admissions and concessions, related to
fewer screens in operation and fewer high grossing films. The Company closed
its older non-profitable Lake Dillon theatre at the end of January 2003 for a
net payment of $34,000 to the landlord. In connection with its newer six-plex
theatre in Dillon, Colorado, the Company entered into a 15-year non-compete
agreement for $450,000, which was paid in installments
8
during January and April 2003.
Total operating income for the nine months ended September 30, 2003 decreased
41.7% to $4.6 million from $7.9 million for the nine months ended September 30,
2002, principally due to the sale of the custom sports business during the first
quarter of 2003 (see Note 4).
Indoor display operating income decreased $1.6 million or 45.1%, primarily as a
result of the decrease in revenues in the financial services and energy markets.
The cost of indoor displays represented 60.2% of related revenues in 2003
compared to 53.1% in 2002. The cost of indoor displays as a percentage of
related revenues increased primarily due to higher depreciation expense and the
relationship between field service costs of equipment rentals and maintenance
increasing and the revenues from indoor equipment rentals and maintenance
decreasing. The Company continues to strategically address the field service
costs, and recently consolidated its field service center from Norcross, Georgia
to its Norwalk, Connecticut headquarters. In addition, during the second
quarter of 2003, the Company initiated certain cost saving measures and recorded
a charge for lay-offs and early retirement incentives of approximately $19,000.
Indoor display cost of equipment sales decreased $120,000 or 3.9%, primarily due
to the decrease in volume. Indoor display cost of equipment rentals and
maintenance increased $165,000 or 2.9%, largely due to an increase in
depreciation expense. Indoor display general and administrative expenses
decreased $306,000 or 7.3% due to continued reduction of certain overhead costs
such as sales salaries and travel expenses.
Outdoor display operating income decreased $1.5 million to $293,000, primarily
as a result of a decrease in outdoor display equipment sales primarily in the
custom outdoor sports business, which was sold during the first quarter of 2003
(see Note 4), the continuing expected revenue decline in outdoor equipment
rentals and maintenance bases from previous acquisitions and field service costs
increasing despite the reduction in revenues from outdoor equipment rentals and
maintenance. During the second quarter of 2003, the Company initiated certain
cost saving measures and recorded a charge for lay-offs and early retirement
incentives of approximately $47,000. The cost of outdoor displays represented
81.5% of related revenues in 2003 compared to 79.4% in 2002. Outdoor display
cost of equipment sales decreased $8.5 million or 43.1%, principally due to the
decrease in volume, as a result of the sale of the custom sports business during
the first quarter of 2003 (see Note 4). Outdoor display cost of equipment
rentals and maintenance decreased $150,000 or 3.3%, primarily due to a decrease
in field service costs. Outdoor display general and administrative expenses
decreased $1.2 million or 27.3%, primarily due to sale of the custom sports
business during the first quarter of 2003 (see Note 4). Cost of indoor and
outdoor equipment rentals and maintenance includes field service expenses, plant
repair costs, maintenance and depreciation.
Entertainment/real estate operating income decreased $197,000 or 7.7%, primarily
due to the decrease in revenues as a result of fewer screens in operation and
fewer high grossing films. The cost of entertainment/real estate represented
75.2% of related revenues in 2003 compared to 76.8% in 2002. Cost of
entertainment/real estate, which includes film rental costs and depreciation
expense, decreased $669,000 or 8.0%, due to variable expenses such as film
rental costs decreasing due to a decrease in overall admissions.
Entertainment/real estate general and administrative expenses remained level.
Corporate general and administrative expenses decreased $254,000 or 6.1%,
principally resulting from certain cost saving measures initiated during the
second quarter of 2003 which included, a charge for lay-offs and early
retirement incentives of approximately $46,000, a $813,000 positive impact of
the effect of foreign currency rates in 2003 compared to a $218,000 positive
impact in 2002, offset by increases in certain overhead costs due to pension,
medical and insurance costs and benefits.
9
Net interest expense decreased $431,000, which is primarily attributable to the
decrease in variable interest rates and renegotiated terms of certain debt in
2003 vs. 2002 and a decrease in long-term debt due to the assumption of debt by
the purchaser of the custom sports business and regular scheduled payments of
long-term debt. The gain on sale of assets relates to the sales of vacant land
and of the custom sports business (see Note 4). The income from joint venture
relates to the operations of the theatre joint venture, MetroLux Theatres, in
Loveland, Colorado, which included a gain from the sale of a parcel of land in
2002.
The effective tax rate for the nine months ended September 30, 2003 and 2002 was
51.0% and 45.0%, respectively. The change in rate is due principally to the
non-deductibility of the $229,000 goodwill write-off as a result of the sale of
the custom sports business.
Three Months Ended September 30, 2003 Compared to Three Months Ended September
30, 2002
Total revenues for the three months ended September 30, 2003 decreased 32.6% to
$14.8 million from $22.0 million for the three months ended September 30, 2002,
principally due to the sale of the custom sports business during the first
quarter of 2003 (see Note 4).
Indoor display revenues decreased $367,000 or 7.5%. Of this decrease, indoor
display equipment rentals and maintenance revenues decreased $599,000 or 17.4%,
primarily due to disconnects and non-renewals of equipment on rental and
maintenance on existing contracts in the financial services and energy markets,
offset by an increase in indoor display equipment sales of $232,000 or 16.2%,
primarily due to sales of transportation signage and gaming sports and
racebooks. The financial services market continues to be negatively impacted
due to the consolidation within that industry resulting mainly from the current
economic slowdown.
Outdoor display revenues decreased $7.0 million or 51.0%. Of this decrease,
outdoor display equipment sales decreased $6.9 million or 57.8%, primarily in
the custom outdoor sports business, which decrease resulted mainly from the sale
of the custom sports business during the first quarter of 2003 (see Note 4).
Outdoor display equipment rentals and maintenance revenues decreased $17,000 or
1.0%, primarily due to the continued expected revenue decline in the outdoor
equipment rentals and maintenance bases previously acquired.
Entertainment/real estate revenues increased $163,000 or 4.8%. This increase is
primarily from an increase in overall admissions and concessions.
Total operating income for the three months ended September 30, 2003 decreased
23.2% to $2.5 million from $3.3 million for the three months ended September 30,
2002, principally due to the sale of the custom sports business during the first
quarter of 2003 (see Note 4).
Indoor display operating income decreased $406,000 or 44.1%, primarily as a
result of the decrease in revenues in the financial services market. The cost
of indoor displays represented 64.0% of related revenues in 2003 compared to
54.1% in 2002. The cost of indoor displays as a percentage of related revenues
increased primarily due to the relationship between field service costs of
equipment rentals and maintenance increasing and the revenues from indoor
equipment rentals and maintenance decreasing. The Company continues to
strategically address the field service costs. Indoor display cost of equipment
sales increased $249,000 or 35.4%, primarily due to an increase in sales and a
change in volume mix. Indoor display cost of equipment rentals and maintenance
increased slightly. Indoor display general and administrative expenses
decreased $211,000 or 15.9%, primarily due to cost saving measures initiated in
the second quarter of 2003.
10
Outdoor display operating income decreased $525,000 to $1.1 million, primarily
as a result of a decrease in outdoor display equipment sales primarily in the
custom outdoor sports business, which was sold during the first quarter of 2003
(see Note 4), the continuing expected revenue decline in outdoor equipment
rentals and maintenance bases from previous acquisitions and field service costs
increasing despite the reduction in revenues from outdoor equipment rentals and
maintenance. The cost of outdoor displays represented 69.8% of related revenues
in 2003 compared to 76.6% in 2002. Outdoor display cost of equipment sales
decreased $5.4 million or 61.7%, principally due to the decrease in volume from
the sale of the custom outdoor sports business during the first quarter of 2003
(see Note 4). Outdoor display cost of equipment rentals and maintenance
decreased $346,000 or 21.0%, primarily due to a reduction in field service costs
resulting from second quarter 2003 cost saving measures. Outdoor display
general and administrative expenses decreased $649,000, primarily due to the
sale of the custom outdoor sports business during the first quarter of 2003 and
cost saving measures initiated in the second quarter of 2003.
Entertainment/real estate operating income increased $169,000 or 21.8%,
primarily due to the increase in overall admissions and concessions. The cost
of entertainment/real estate represented 73.3% of related revenues in 2003
compared to 81.6% in 2002. Cost of entertainment/real estate decreased $167,000
or 5.9%, due to cost saving measures initiated in the second quarter of 2003.
Entertainment/real estate general and administrative expenses remained level.
Corporate general and administrative expenses decreased $477,000 or 25.7%,
principally resulting from certain cost saving measures initiated during the
second quarter of 2003, a $45,000 positive impact of the effect of foreign
currency rates in 2003 compared to a $182,000 negative impact in 2002, offset by
increases in certain overhead costs due to pension, medical and insurance costs
and benefits.
Net interest expense decreased $175,000, which is primarily attributable to the
decrease in variable interest rates and renegotiated terms of certain debt in
2003 vs. 2002 and a decrease in long-term debt due to the assumption of debt by
the purchaser of the custom sports business in March 2003 and regular scheduled
payments. The income from joint venture relates to the operations of the
theatre joint venture, MetroLux Theatres, in Loveland, Colorado.
The effective tax rate for the three months ended September 30, 2003 and 2002
was 51.0% and 45.0%, respectively. The increase in rate is due principally to
an increase in the provision for foreign and state taxes.
Liquidity and Capital Resources
The regular quarterly cash dividend for the third quarter of 2003 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 September 25, 2003, payable to
stockholders of record as of October 10, 2003, and was paid October 28, 2003.
During the first quarter of 2003, the Company refinanced its senior debt. The
refinancing consisted of two term loans totaling $17.0 million and a revolving
line of credit of up to $5.0 million at variable interest rates ranging from
LIBOR plus 1.75% to Prime plus 0.25% and matures September 30, 2005. At
September 30, 2003, $16.1 million was outstanding under the term loans and the
entire revolving credit facility was available as none had been drawn. The bank
credit agreement contains certain financial covenants, which include a fixed
charge coverage ratio of 1.0 to 1.0, a total funded ratio of 5.0 to 1.0, a
leverage ratio of 3.0 to 1.0 and maintaining a tangible net worth of not less
than $19.5 million. At
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September 30, 2003 the Company was in compliance with such financial covenants.
The Company continues to evaluate the need and availability of long-term
capital.
Payments of long-term debt due, including the $17.0 million term loans that
mature September 30, 2005, and the 7.5% convertible subordinated notes that
mature December 1, 2006, and the future minimum lease payments due under
operating leases for the remainder of 2003 and the next four years are as
follows:
Remainder of
In thousands 2003 2004 2005 2006 2007
- -------------------------------------------------------------------------------------
Long-Term Debt $779 $2,980 $14,781 $31,307 $1,135
Operating Leases 113 423 359 292 118
---- ------ ------- ------- ------
Total $892 $3,403 $15,140 $31,599 $1,253
==== ====== ======= ======= ======
Cash and cash equivalents increased $3.6 million for the nine months ended
September 30, 2003 compared to a decrease of $32,000 in 2002. The increase in
2003 is primarily attributable to cash received on the sales of vacant land and
the custom sports business, offset by investment in equipment and a repayment of
long-term debt. Cash flows from investing activities also increased $550,000
from the theatre joint venture. The increase in 2002 is primarily attributable
to cash flows from operating activities and from financing activities offset by
the investment in equipment manufactured for rental and other equipment
purchases.
The Company reduced its long-term debt, including the current portion, during
the nine months ended September 30, 2003 by $7.0 million, principally from the
assumption of $4.2 million of Industrial Revenue Bonds by the purchaser of the
custom sports business and scheduled payments of long-term debt.
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, terrorist acts and war.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is subject to interest rate risk on its long-term debt. The Company
manages its exposure to changes in interest rates by the use of variable and
fixed interest rate debt. In addition the Company is exposed to foreign
currency exchange rate risk mainly as a result of investments in its Australian
and Canadian subsidiaries. The Company may, from time to time, enter into
derivative contracts to manage its interest risk. The Company does not enter
into derivatives for trading or speculative purposes. At September 30, 2003,
the Company was not involved in any derivative financial instruments.
A one percentage point change in interest rates would result in an annual
interest expense fluctuation of approximately $310,000. A 10% change in the
Australian and Canadian dollar relative to the U.S. dollar would result in a
currency exchange expense fluctuation of approximately $435,000, based on dealer
quotes, considering current exchange rates.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures. The Company's President and Co-Chief
Executive Officer, Michael R. Mulcahy, the Company's Executive Vice President
and Co-Chief Executive Officer, Thomas Brandt, and the Company's Executive Vice
President and Chief Financial Officer, Angela D. Toppi, evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures as of the end of the period covered by this quarterly report. The
Company's disclosure controls and procedures are designed to ensure that
material information required to be disclosed by the Company in the reports that
are filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. Based on this evaluation,
Michael R. Mulcahy, the Company's President and Co-Chief Executive Officer,
Thomas Brandt, the Company's Executive Vice President and Co-Chief Executive
Officer, and Angela D. Toppi, the Company's Executive Vice President and Chief
Financial Officer, have concluded that these controls and procedures are
effective as of the end of the period covered by this quarterly report.
Changes in Internal Control over Financial Reporting. During the fiscal quarter
ended September 30, 2003, there have been no changes in the Company's internal
control over financial reporting, identified in connection with our evaluation
thereof, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Michael R. Mulcahy, President and
Co-Chief Executive Officer, pursuant to Rule 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Thomas Brandt, Executive Vice President
and Co-Chief Executive Officer, pursuant to Rule 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.3 Certification of Angela D. Toppi, Executive Vice
President and Chief Financial Officer, pursuant to Rule
13a-14(a) and 15d-14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Michael R. Mulcahy, President and
Co-Chief Executive Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes
-Oxley Act of 2002.
32.2 Certification of Thomas Brandt, Executive Vice President
and Co-Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.3 Certification of Angela D. Toppi, Executive Vice
President and Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
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(b) Reports on Form 8-K. During the quarter for which this report
on Form 10-Q is filed, the registrant filed the following:
Form 8-K dated August 12, 2003, press release pertaining to
the financial performance for the second quarter of 2003
results.
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: November 13, 2003
by /s/ Angela D. Toppi
---------------------
Angela D. Toppi
Executive Vice President and
Chief Financial Officer
14