TRANS LUX Corp - FORM 10-K

Attached files

file	filename
EX-21 - SUBSIDIARIES OF THE COMPANY - TRANS LUX Corp	tlxex21.txt
EX-32.1 - CERTIFICATION, SEC 906 - J.M. ALLAIN - TRANS LUX Corp	tlxex321.txt
EX-32.2 - CERTIFICATION, SEC 906 - A. TOPPI - TRANS LUX Corp	tlxex322.txt
EX-31.2 - CERTIFICATION - A. TOPPI - TRANS LUX Corp	tlxex312.txt
EX-31.1 - CERTIFICATION - J.M. ALLAIN - TRANS LUX Corp	tlxex311.txt
EX-10 - PENSION PLAN AMENDED AND RESTATED EFFECTIVE 1/1/11 - TRANS LUX Corp	pension.txt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
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Commission file number 1-2257
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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.)

26 Pearl Street, Norwalk, CT 06850-1647
----------------------------------------
(Address of Registrant's principal executive offices) (Zip code)

Registrant's telephone number, including area code: (203) 853-4321
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
----------------------------- -----------------------------------------
Common Stock, $1.00 par value None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes No X
--- ---

Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No X
--- ---

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
--- ---

CONTINUED

TRANS-LUX CORPORATION
2010 Form 10-K Cover Page Continued

Indicate by check mark whether the Registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the Registrant was required
to submit and post such files.) Yes No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer Accelerated filer Non-accelerated filer
--- --- ---
Smaller reporting company X
---

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
--- ---

The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant based upon the last sale price of the
Registrant's Common Stock reported on the NYSE Amex on June 30, 2010, was
approximately $1,449,000.

The number of shares outstanding of the Registrant's Common Stock, par value
$1.00 per share, on March 30, 2011, was 2,442,923.

DOCUMENTS INCORPORATED BY REFERENCE: None

TRANS-LUX CORPORATION
2010 Form 10-K Annual Report

Table of Contents

PART I
Page
----

ITEM 1. Business 1
ITEM 1A. Risk Factors 5
ITEM 1B. Unresolved Staff Comments 8
ITEM 2. Properties 9
ITEM 3. Legal Proceedings 9
ITEM 4. Removed and Reserved 9

PART II

ITEM 5. Market for the Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 9
ITEM 6. Selected Financial Data 10
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 17
ITEM 8. Financial Statements and Supplementary Data 18
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 37
ITEM 9A. Controls and Procedures 37
ITEM 9B. Other Information 38

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance 38
ITEM 11. Executive Compensation 42
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 48
ITEM 13. Certain Relationships and Related Transactions, and Director
Independence 49
ITEM 14. Principal Accounting Fees and Services 49

PART IV

ITEM 15. Exhibits and Financial Statement Schedules 50

Signatures 52

PART I

In light of the unprecedented instability in the financial markets and the
severe slowdown in the overall economy, we do not have adequate liquidity,
including access to the debt and equity capital markets, to operate our business
in the manner in which we have historically operated. As a result, our
short-term business focus has been to preserve our liquidity position. In April
2010, we were successful in negotiating the renewal of the bank Credit
Agreement, the senior lender reduced the monthly principal payments and modified
the maturity of the Credit Agreement to May 1, 2011. In August 2010, the senior
lender further modified the Credit Agreement to reduce the availability under
the revolving loan from $5.0 million to $4.3 million, amended the principal
repayment schedule to defer the next three $50,000 monthly principal payments
until the maturity date and removed the senior debt coverage ratio covenant test
for the June 30, 2010 and September 30, 2010 quarters. The Credit Agreement is
secured by substantially all of our eligible accounts receivable, inventory and
other assets. We cannot provide any assurance that we would have sufficient
cash and liquid assets to fund normal operations during the period of time when
we are required to repay amounts outstanding under the Credit Agreement. Unless
we are successful in obtaining additional liquidity, we believe that we will not
have sufficient cash and liquid assets to fund normal operations for the next 12
months. The Company has not made the December 1, 2009 and December 1, 2010
required sinking fund payments totaling $211,400 on its 9 1/2% Subordinated
debentures due 2012 (the "Debentures") and the June 1, 2010 and December 1, 2010
interest payments totaling $100,400. In addition, the Company did not make the
March 1, 2010 and 2011 and September 1, 2010 interest payments totaling $1.3
million on its 8 1/4% Limited convertible senior subordinated notes due 2012
(the "Notes"). As a result, if the Company is unable to (i) obtain additional
liquidity for working capital, (ii) make the required sinking fund payments on
the Debentures, (iii) make the required interest payments on the Notes and the
Debentures, and (iv) make the required payments under the Credit Agreement when
due, there would be a significant adverse impact on the financial position and
operating results of the Company.

Moreover, because of the uncertainty surrounding our ability to obtain
additional liquidity and the potential of the noteholders and/or trustee to give
notice to the Company of a default on either the Debentures or the Notes, our
independent registered public accounting firm has issued an opinion on our
consolidated financial statements that states that the consolidated financial
statements were prepared assuming we will continue as a going concern, however
the opinion further states that the uncertainty regarding the ability to make
the required sinking fund payments on the Debentures and the interest payments
on the Notes and the Debentures and the potential of the senior lender
accelerating the payments on the Credit Agreement due to an event of default on
the Debentures and the Notes raises substantial doubt about our ability to
continue as a going concern. See Note 2 - Going Concern to the consolidated
financial statements.

ITEM 1. BUSINESS

Unless the context otherwise requires, the term "Company" as used herein refers
to Trans-Lux Corporation and its subsidiaries. The Company is a leading
designer and manufacturer of digital signage display solutions. The essential
elements of these systems are the real-time, programmable electronic information
displays the Company designs, manufactures, distributes and services. These
display systems utilize LED (light emitting diode) technologies. Designed to
meet the digital signage solutions for any size venue's indoor and outdoor
needs, these display products include text, graphic and video displays for stock
and commodity exchanges, financial institutions, college and high school sports
stadiums, schools, casinos, convention centers, corporate applications,
government applications, theatres, retail sites, airports, billboard sites and
numerous other applications. In 2010 the Company started a new business
opportunity in the LED lighting market with energy-saving lighting solutions
that will feature a comprehensive offering of the latest LED lighting
technologies that provide facilities and public infrastructure with "green"
lighting solutions that emit less heat, save energy and enable creative designs.
The Company also owns an income-producing real estate property which has been
placed on the market for sale.

ELECTRONIC INFORMATION DISPLAY PRODUCTS
---------------------------------------

The Company's high performance electronic information displays are used to
communicate messages and information in a variety of indoor and outdoor
applications. The Company's product line encompasses a wide range of
state-of-the-art electronic displays in various size and color configurations.
Most of the Company's display products include hardware components and
sophisticated software. In both the indoor and outdoor markets in which the
Company serves, the Company adapts basic product types and technologies for
specific use in various niche market applications. The Company also operates a
direct service network throughout the United States and parts of Canada, which
performs on-site project management, installation, service and maintenance for
its customers and others.

The Company employs a modular engineering design strategy, allowing basic
'building blocks' of electronic modules to be easily combined and configured in
order to meet the broad application requirements of the industries it serves.
This approach ensures product flexibility, reliability, ease of service and
minimum spare parts requirements.

The Company's electronic information display market is comprised of two distinct
segments: the Indoor division and the Outdoor division. Electronic information
displays are used by financial institutions, including brokerage firms, banks,
energy companies, insurance companies and mutual fund companies; sports stadiums
and venues; educational institutions; outdoor advertising companies; corporate
and government communication centers; retail outlets; casinos, race tracks and
other gaming establishments; airports, train stations, bus terminals and other
transportation facilities; movie theatres; health maintenance organizations and
in various other applications.

Indoor Division: The indoor electronic display market is currently dominated by
three categories of users: financial, government/private sector and gaming.
The financial sector, which includes trading floors, exchanges, brokerage firms,
banks, mutual fund companies and energy companies, has long been a user of
electronic information displays due to the need for real-time dissemination of
data. The major stock and commodity exchanges depend on reliable information
displays to post stock and commodity prices, trading volumes, interest rates and
other financial data. Brokerage firms use electronic ticker displays for both
customers and brokers; they have also installed other larger displays to post
major headline news events in their brokerage offices to enable their sales
force to stay up-to-date on events affecting general market conditions and
specific stocks. Banks and other financial institutions also use information
displays to advertise product offerings to consumers. The Indoor division has a
product line of advanced last sale price displays, full color LED tickers and
graphic/video displays.

The government/private sector includes applications found in major corporations,
public utilities and government agencies for the display of real-time, critical
data in command/control centers, data centers, help desks, visitor centers,
lobbies, inbound/outbound telemarketing centers, retail applications to attract
customers and for employee communications. Electronic displays have found
acceptance in applications for the healthcare industry such as outpatient
pharmacies, military hospitals and HMOs to automatically post patient names when
prescriptions are ready for pick up. Theatres use electronic displays to post
current box office and ticket information, directional information and to
promote concession sales. Information displays are consistently used in
airports, bus terminals and train stations to post arrival and departure times
and gate and baggage claim information, all of which help to guide passengers
through these facilities.

The gaming sector includes casinos, Indian gaming establishments and racetracks.
These establishments generally use large information displays to post odds for
race and sporting events and to display timely information such as results,
track conditions, jockey weights, scratches and real-time video. Casinos and
racetracks also use electronic displays throughout their facilities to advertise
to and attract gaming patrons. Equipment for the Indoor display segment
generally has a lead-time of 30 to 120 days depending on the size and type of
equipment ordered and material availability.

Outdoor Division: The outdoor electronic display market is even more diverse
than the Indoor division. Displays are being used by schools, sports stadiums,
sports venues, gas stations, highway departments and outdoor advertisers, such
as digital billboards, attempting to capture the attention of passers-by. The
Outdoor division has a product line of LED message centers, scoreboards and
video displays available in monochrome and full color. The Company has utilized
its strong position in the Indoor display market combined with several
acquisitions to enhance its presence in the Outdoor display market. Outdoor
displays are installed in amusement parks, entertainment facilities, high
schools, college sports stadiums, city park and recreational facilities,
churches, racetracks, military installations, automobile dealerships, banks and
other financial institutions. This division generally sells through dealers and
distributors. Equipment for the Outdoor display segment generally has a
lead-time of 10 to 120 days depending on the size and type of equipment ordered
and material availability.

Sales Order Backlog (excluding leases): The amount of sales order backlog at
December 31, 2010 and 2009 was approximately $3.1 million and $1.6 million,
respectively. The December 31, 2010 backlog is expected to be recognized in
2011. These amounts include only the sale of products; they do not include new
lease orders or renewals of existing lease agreements that may be presently
in-house.

ENGINEERING AND PRODUCT DEVELOPMENT
-----------------------------------

The Company's ability to compete and operate successfully depends on its ability
to anticipate and respond to the changing technological and product needs of its
customers, among other factors. For this reason, the Company continually
develops enhancements to its existing product lines and examines and tests new
display technologies.

During 2010, the Company introduced TLVision, a new enriched line of indoor and
outdoor products. This new line of products consists of full color video
products that can be used in a multitude of applications. These applications
range from posting alphanumeric data to the displaying of full HD video. The
actual pixel pitches of the products range from 4 mm for very close distance
viewing and up to 45 mm for very long distance viewing.

During 2010, the Company's Outdoor display division continued to enhance the
wireless scoreboard control that incorporates the newer generation radio
systems. In parallel with the new radio system, the Company continues to update
the MiScore(TM) and MiTime(TM) handheld, simple to operate controllers.

As part of its ongoing development efforts, the Company seeks to package certain
products for specific market segments as well as continually tracking emerging
technologies that can enhance its products. Full color, live video and digital
input technologies continue to be enhanced.

The Company maintains a staff of 9 people who are responsible for product
development and support. The engineering, product enhancement and development
efforts are supplemented by outside independent engineering consulting
organizations, as required. Engineering expense and product enhancement and
development amounted to $1.1 million and $1.5 million in 2010 and 2009,
respectively.

MARKETING AND DISTRIBUTION
--------------------------

The Company markets its indoor and outdoor electronic information display
products in the United States and Canada using a combination of distribution
channels, including 15 direct sales representatives, three telemarketers and a
network of independent dealers and distributors. By working with software
vendors and using the internet to expand the quality and quantity of multimedia
content that can be delivered to our electronic displays, we are able to offer
customers relevant, timely information, content management software and display
hardware in the form of turnkey display communications packages.

The Company employs a number of different marketing techniques to attract new
customers, including direct marketing efforts by its sales force to known and
potential users of information displays; internet marketing; advertising in
industry publications; and exhibiting at approximately 5 domestic and
international trade shows annually.

Internationally, the Company uses a combination of internal sales people and
independent distributors to market its products outside the United States. The
Company has existing relationships with approximately 20 independent
distributors worldwide covering Europe, the Middle East, South America, Africa,
the Far East and Australia. Foreign revenues represented 11% and less than 10%
of total revenues for the years ended 2010 and 2009, respectively.

Headquartered in Norwalk, Connecticut, the Company has sales and service offices
in Des Moines, Iowa and Burlington, Ontario; as well as approximately 19
satellite offices in the United States and Canada.

The Company's equipment is both leased and sold. A significant portion of the
electronic information display revenues is derived from equipment rentals with
current lease terms ranging from 30 days to ten years.

The Company's revenues in 2010 and 2009 did not include any single customer that
accounted for more than 10% of total revenues.

MANUFACTURING AND OPERATIONS
----------------------------

The Company's production facilities are located in Des Moines, Iowa. During
2010, the Company relocated its indoor production facility from Stratford,
Connecticut to Des Moines, Iowa. The production facilities consist principally
of the manufacturing, assembly and testing of display units and related
components. The Company performs most subassembly and final assembly of its
products.

All product lines are design engineered by the Company and controlled throughout
the manufacturing process. The Company has the ability to produce very large
sheet metal fabrications, cable assemblies and surface mount and through-hole
designed assemblies. Some of the subassembly processes are outsourced. The
Company's production of many of the subassemblies and final assemblies gives the
Company the control needed for on-time delivery to its customers.

The Company has the ability to rapidly modify its product lines. The Company's
displays are designed with flexibility in mind, enabling the Company to
customize its displays to meet different applications with a minimum of
lead-time. The Company designs certain of its materials to match components
furnished by suppliers. If such suppliers were unable to provide the Company
with those components, the Company would have to contract with other suppliers
to obtain replacement sources. Such replacement might result in engineering
design changes, as well as delays in obtaining such replacement components. The
Company believes it maintains suitable inventory and has contracts providing for
delivery of sufficient quantities of such components to meet its needs. The
Company also believes there presently are other qualified vendors of these
components. The Company does not acquire significant amount of purchases
directly from foreign suppliers, but certain key components such as the LEDs and
LED modules are manufactured by foreign sources. The Company's products are
third-party certified as complying with applicable safety, electromagnetic
emissions and susceptibility requirements worldwide.

SERVICE AND SUPPORT
-------------------

The Company emphasizes the quality and reliability of its products and the
ability of its field service personnel and third-party agents to provide timely
and expert service to the Company's rental equipment and maintenance bases and
other types of customer-owned equipment. The Company believes that the quality
and timeliness of its on-site service personnel are important components in the
Company's ongoing and future success. The Company provides turnkey installation
and support for the products it leases and sells in the United States and
Canada. The Company provides training to end-users and provides ongoing support
to users who have questions regarding operating procedures, equipment problems
or other issues. The Company provides installation and service to those who
purchase and lease equipment. The Company's dealers and distributors offer
support for the products they sell in the market segments they cover.

Personnel based in regional and satellite service locations throughout the
United States and Canada provide high quality and timely on-site service for the
installed rental equipment and maintenance base and other types of
customer-owned equipment. Purchasers or lessees of the Company's larger
products, such as financial exchanges, casinos and sports stadiums, often retain
the Company to provide on-site service through the deployment of a service
technician who is on-site daily for scheduled events. The Company operates its
National Technical Services and Repair Center from its Des Moines, Iowa
facility. Equipment repairs are performed in Des Moines and service technicians
are dispatched nationwide from the Des Moines facility. The Company's field
service is augmented by various service companies in the United States, Canada
and overseas. From time to time the Company uses various third-party service
agents to install, service and/or assist in the service of certain displays for
reasons that include geographic area, size and height of displays.

COMPETITION
-----------

The Company's offers of short and long-term leases to customers and its
nationwide sales, service and installation capabilities are major competitive
advantages in the display business. The Company believes that it is the largest
supplier of large-scale stock, commodity, sports and race book gaming displays
in the United States, as well as one of the larger outdoor electronic display
and service organizations in the country.

The Company competes with a number of competitors, both larger and smaller than
itself, with products based on different forms of technology. There are several
competitors whose current products utilize similar technology to the Company's
and who possess the resources necessary to develop competitive and more
sophisticated products in the future.

LED LIGHTING
------------

In 2010 the Company started a new business opportunity in the LED lighting
market with energy-saving lighting solutions that will feature a comprehensive
offering of the latest LED lighting technologies that provide facilities and
public infrastructure with "green" lighting solutions that emit less heat, save
energy and enable creative designs. LED lighting is a start-up business and has
not yet generated any revenues for the year ended December 31, 2010.

REAL ESTATE RENTAL OPERATIONS
-----------------------------

The Company owns an income-producing real estate property located in Santa Fe,
New Mexico, which currently has a 29% occupancy rate. This property has been
placed on the market for sale because it does not directly relate to our core
business. The Company also owns land in Silver City, New Mexico, which has been
placed on the market for sale because it does not directly relate to our core
business.

INTELLECTUAL PROPERTY
---------------------

The Company owns or licenses a number of patents and holds a number of
trademarks for its display equipment and considers such patents, licenses and
trademarks important to its business.

EMPLOYEES
---------

The Company has approximately 150 employees as of March 14, 2011. Approximately
21% of the employees are unionized. The Company believes its employee relations
are good.

ITEM 1A. RISK FACTORS

THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN
---------------------------------------------------------------------------

Our independent registered public accounting firm has issued an opinion on our
consolidated financial statements that states that the consolidated financial
statements were prepared assuming we will continue as a going concern and
further states that the continuing losses and uncertainty regarding the ability
to make the required sinking fund payments on the Debentures and the interest
payments on the Notes and the Debentures and the potential of the senior lender
accelerating the payments on the Credit Agreement due to an event of default on
the Debentures and the Notes raises substantial doubt about our ability to
continue as a going concern. As a result, if the Company is unable to (i)
obtain additional liquidity for working capital, (ii) make the required sinking
fund payments on its Debentures, (iii) make the required interest payments on
the Notes and the Debentures, and (iv) make the required payments under the
Credit Agreement when due, there would be a significant adverse impact on the
financial position and the operating results of the Company.

THE CURRENT GLOBAL ECONOMIC CRISIS HAS NEGATIVELY IMPACTED OUR BUSINESS
-----------------------------------------------------------------------

The current continuing global economic crisis has adversely affected our
customers, suppliers and other businesses such as ours. As a result, it has had
a variety of negative effects on the Company such as reduction in revenues,
increased costs, lower gross margin percentages, increased allowances for
uncollectible accounts receivable and/or write-offs of accounts receivable.
This economic crisis has also impaired our ability to access credit markets and
finance our operations and could otherwise have material adverse effects on our
business, results of operations, financial condition and cash flows.

OPERATING LOSSES
----------------

The Company has incurred operating losses for the past several years. During
the years 2010 and 2009, the Company incurred losses from continuing operations
of $7.1 million and $8.8 million, respectively, which includes a $1.1 million
restructuring charge and a $456,000 charge to write-off engineering software in
2010 and in 2009, a $2.7 million write-off of a note receivable related to the
former Norwalk, Connecticut facility the Company sold in 2004. The Company is
dependent upon future operating performance 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. As a result, we have experienced a decline in
our sales and lease bases. There can be no assurance that we will be able to
increase our revenue sufficiently to generate the cash required to fund our
current operations.

DEFAULT ON INDEBTEDNESS
-----------------------

The Company has $10.1 million of 8 1/4% Limited convertible senior subordinated
notes due 2012 (the "Notes") which are no longer convertible into common shares;
interest is payable semi-annually and the Notes may be redeemed, in whole or in
part, at par. The Company has not remitted the March 1, 2010 and 2011 and
September 1, 2010 semi-annual interest payments of $417,800 each to the trustee.
The non-payments constitute an event of default under the Indenture governing
the Notes and the trustee, by notice to the Company, or the holders of 25% of
the principal amount of the Notes outstanding, by notice to the Company and the
trustee, may declare the outstanding principal plus interest due and payable
immediately. When such notice is received by the Company, no payment shall be
made by the Company to the holders or trustee until the earlier of such
non-payment event of default is cured or waived or 179 days since receipt by the
trustee of notice of such event, unless the holder of Senior Indebtedness has
accelerated the due date thereof. If the holder of Senior Indebtedness
accelerates the due date at any time, then no payment may be made until the
default is cured or waived. At December 31, 2010, the total amount outstanding
under the Notes is classified as Current portion of long-term debt in the
Consolidated Balance Sheets.

The Company has $1.1 million of 9 1/2% Subordinated debentures due 2012 (the
"Debentures") which are due in annual sinking fund payments of $105,700
beginning in 2009, which payments have not been remitted by the Company, with
the remainder due in 2012; interest is payable semi-annually and the Debentures
may be redeemed, in whole or in part, at par. The Company has not remitted the
June 1, 2010 and December 1, 2010 semi-annual interest payments of $50,200 each
to the trustee. The non-payments constitute an event of default under the
Indenture governing the Debentures and the trustee, by notice to the Company, or
the holders of 25% of the principal amount of the Debentures outstanding, by
notice to the Company and the trustee, may declare the outstanding principal
plus interest due and payable immediately. During the continuation of any event
which, with notice or lapse of time or both, would constitute a default under
any agreement under which Senior Indebtedness is issued, if the effect of such
default is to cause, or permit the holder of Senior Indebtedness to become due
prior to its stated maturity, no payment (including any required sinking fund
payments) of principal, premium or interest shall be made on the Debentures
unless and until such default shall have been remedied, if written notice of
such default has been given to the trustee by the Company or the holder of
Senior Indebtedness. The failure to make the sinking fund and interest payments
are events of default under the Credit Agreement since it involves indebtedness
over $500,000 and no payment can be made to such trustee or the holders at this
time as such defaults have not been waived. At December 31, 2010, the total
amount outstanding under the Debentures is classified as Current portion of
long-term debt in the Consolidated Balance Sheets.

In the event that the holders of the Notes or the Debentures or either of the
trustees thereunder declare a default and begin to exercise any of their rights
or remedies in connection with the non-payment defaults, this shall constitute a
separate and distinct event of default and the senior lender may exercise any
and all rights or remedies it may have. The amounts outstanding under the
Credit Agreement are collateralized by all of the Display division assets.

PENSION PLAN WAIVERS FILED
--------------------------

On March 12, 2010 and March 11, 2011, the Company submitted to the Internal
Revenue Service requests for waivers of the 2009 and 2010 minimum funding
standard for its defined benefit plan. The waiver requests were submitted as a
result of the current economic climate and the business hardship that the
Company is currently experiencing. The waivers, if granted, will defer payment
of $285,000 and $559,000 of the minimum funding standard for the 2009 and 2010
plan years, respectively. If the waivers are not granted, the Pension Benefit
Guaranty Corporation and the Internal Revenue Service have various enforcement
remedies that can be implemented to protect the participant's benefits, such as
termination of the plan or a requirement that the Company make the unpaid
contributions. At this time, the Company is hoping to make its required
contributions for the 2011 plan year; however there is no assurance that the
Company will be able to make all payments. The senior lender has waived the
default of non-payment of certain pension plan contributions, but in the event
that any government agency takes any enforcement action or otherwise exercises
any rights or remedies it may have, this shall constitute a separate and
distinct event of default and the senior lender may exercise any and all rights
or remedies it may have under the Credit Agreement.

LEVERAGE
--------

As of December 31, 2010, the Company's total long-term debt (including current
portion) was $18.7 million. We expect we may incur indebtedness in connection
with new rental equipment leases and working capital requirements. Our ability
to

satisfy our obligations will be dependent upon our future performance, which is
subject to prevailing economic conditions and financial, business and other
factors, including factors beyond our control. There can be no assurance that
our operating cash flows will be sufficient to meet our long-term debt service
requirements or that we will be able to refinance indebtedness at maturity. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."

RELIANCE ON KEY SUPPLIERS
-------------------------

We design certain of our materials to match components furnished by suppliers.
If such suppliers were unable or unwilling to provide us with those components,
we would have to contract with other suppliers to obtain replacement sources.
In particular, we purchase most of the LEDs and LED module blocks used in our
electronic information displays from three suppliers. We do not have long-term
supply contracts with these suppliers. A change in suppliers of either LED
module blocks or certain other components may result in engineering design
changes, as well as delays in obtaining such replacement components. We believe
there are presently other qualified vendors of these components. Our inability
to obtain sufficient quantities of certain components as required, or to develop
alternative sources at acceptable prices and within a reasonable time, could
result in delays or reductions in product shipments that could have a materially
adverse effect on our business and results of operations.

COMPETITION
-----------

Our electronic information displays compete with a number of competitors, both
larger and smaller than us, and with products based on different forms of
technology. In addition, there are several competitors whose current products
utilize similar technology and who possess the resources to develop competitive
and more sophisticated products in the future. Our success is, to some extent,
dependent upon our ability to anticipate technological changes in the industry
and to successfully identify, obtain, develop and market new products that
satisfy evolving industry requirements. There can be no assurance that
competitors will not market new products which have perceived advantages over
our products or which, because of pricing strategies, render the products
currently sold by us less marketable or would otherwise adversely affect our
operating margins.

NATURE OF LEASING AND MAINTENANCE REVENUES
------------------------------------------

We derive a substantial percentage of our revenues from the leasing of our
electronic information displays, generally pursuant to leases that have an
average term of one to five years. Consequently, our future success is, at a
minimum, dependent on our ability to obtain the renewal of existing leases or to
enter into new leases as existing leases expire. We also derive a significant
percentage of our revenues from maintenance agreements relating to our display
products. The average term of such agreements is generally one to five years.
A portion of the maintenance agreements is cancelable upon 30 days notice.
There can be no assurance that we will be successful in obtaining the renewal of
existing leases or maintenance agreements, obtaining replacement leases or
realizing the value of assets currently under leases that are not renewed. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations."

EFFECT OF CERTAIN ANTI-TAKEOVER PROVISIONS AND CONTROL BY EXISTING STOCKHOLDERS
-------------------------------------------------------------------------------

Our Restated Certificate of Incorporation contains certain provisions that could
have the effect of making it more difficult for a third party to acquire us, or
of discouraging a third party from attempting to acquire, control of us. Such
provisions could limit the price that certain investors might be willing to pay
in the future for shares of our Common Stock, thus making it less likely that a
stockholder will receive a premium on any sale of shares. Our Board of
Directors is divided into three classes, each of which serves for a staggered
three-year term, making it more difficult for a third party to gain control of
our Board. Our Restated Certificate of Incorporation also contains a provision
that requires a four-fifths vote on any merger, consolidation or sale of assets
with or to an "Interested Person" or "Acquiring Person."

Additionally, we are authorized to issue 500,000 shares of Preferred Stock
containing such rights, preferences, privileges and restrictions as may be fixed
by our Board of Directors, which may adversely affect the voting power or other
rights of the holders of Common Stock or delay, defer or prevent a change in
control of the Company, or discourage bids for the Common Stock at a premium
over its market price or otherwise adversely affect the market price of the
Common Stock.

As of December 31, 2010, 11 stockholders who are executive officers and/or
directors of the Company beneficially own approximately 3.28% of the Common
Stock.

LIMITED TRADING VOLUME AND VOLATILITY OF STOCK PRICE
----------------------------------------------------

Our Common Stock is not widely held and the volume of trading has been
relatively low and sporadic. Accordingly, the Common Stock is subject to
increased price volatility and reduced liquidity. There can be no assurance
that a more active trading market for the Common Stock will develop or be
sustained if it does develop. The limited public float of our Common Stock
could cause the market price for the Common Stock to fluctuate substantially.
In addition, stock markets have experienced wide price and volume fluctuations
in recent periods and these fluctuations often have been unrelated to the
operating performance of the specific companies affected. Any of these factors
could adversely affect the market price of the Common Stock.

NYSE DELISTING
--------------

By letter dated July 2, 2010, the Exchange notified the Company that it was not
in compliance with two of the Exchange's continued listing standards.
Specifically, the Company is not in compliance with Section 1003(a)(iii) of the
Exchange's Company Guide in that it has stockholders' equity at March 31, 2010
of less than $6.0 million and losses from continuing operations and net losses
in its five most recent fiscal years and Section 1003(a)(iv) of the Company
Guide in that it is financially impaired. The Exchange stated in its letter
that in order to maintain its listing, the Company must submit a plan by August
2, 2010 addressing how it intends to regain compliance with Section 1003(a)(iv)
regarding financial impairment by January 4, 2011, and with Section 1003(a)(iii)
regarding stockholder equity and losses within 18 months or January 4, 2012 (the
"Plan").

The Company received a letter dated September 14, 2010 from the NYSE Amex LLC
("Exchange") to strike the Common Stock of the Company from the Exchange by
filing a delisting application with the Securities and Exchange Commission
pursuant to Section 1009(d) of the Exchange's Company Guide. The letter also
notified the Company that it had fallen out of compliance with an additional
continued listing standard. Specifically, the Company is not in compliance with
Section 1003(a)(ii) of the Exchange's Company Guide in that it has stockholders'
equity of less than $4.0 million at June 30, 2010, and losses from continuing
operations and net losses in three of its four most recent fiscal years ended
December 31, 2009.

The Company submitted its Plan of compliance, but the Exchange determined that
the Company did not make a reasonable demonstration in the Plan of its ability
to regain compliance within the time periods given and concluded that it is
appropriate to initiate immediate delisting proceedings at such time. The
Company appealed the determination, but the Exchange upheld its decision and
trading on the NYSE Amex was suspended as of November 17, 2010.

SHARES ELIGIBLE FOR FUTURE SALE
-------------------------------

Future sales of Common Stock in the public market by current stockholders of the
Company could adversely affect the market price for the Common Stock. 80,536
shares of Common Stock may be sold in the public market by executive officers
and directors, subject to the limitations contained in Rule 144 under the
Securities Act of 1933, as amended. Sales of substantial amounts of the shares
of Common Stock in the public market, or even the potential for such sales,
could adversely affect the prevailing market price of our Common Stock. On
December 11, 2009, the stockholders approved an amendment to the Company's
Certificate of Incorporation to provide for the automatic conversion of each
share of Class B Stock into 1.3 shares of Common Stock as provided in a
Settlement Agreement approved by the United States District Court for the
Southern District of New York.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

The Company's headquarters and principal executive offices are located in a
leased facility at 26 Pearl Street, Norwalk, Connecticut, which is used for
administration, engineering and sales. The Company relocated the manufacturing
and assembly functions of its indoor display business to its facility in Des
Moines, Iowa. The Company owns a facility in Des Moines, Iowa where its indoor
and outdoor operations are maintained.

In addition, the Company owns an income-producing real estate property in Santa
Fe, New Mexico and land in Silver City, New Mexico. Both of these properties
have been placed on the market for sale because they do not directly relate to
our core business. The Company leases five other premises throughout North
America for use as sales, service and/or administrative operations. The
aggregate rental expense was $395,000 and $629,000 for the years ended December
31, 2010 and 2009, respectively.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business and/or which are covered by insurance that it
believes, individually and in the aggregate, will not have a material adverse
effect on the consolidated financial position or operations of the Company.

ITEM 4. REMOVED AND RESERVED

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) The Company's Common Stock is traded on the OTC under the symbol
"TNLX." Prior to November 17, 2010, the Company's Common Stock was
trade on the NYSE Amex under the symbol "TLX." Sales pries are set
forth in Item 5(d) below.

(b) The Company had approximately 633 holders of record of its Common Stock
as of March 30, 2011.

(c) The Board of Directors did not declare any cash dividends for Common
Stock during 2010 in order to conserve cash and pay down debt.
Management and the Board of Directors will continue to review payment
of quarterly cash dividends.

(d) The following table sets forth the range of Common Stock prices on the
OTC or NYSE Amex.

--------------------------------------------
2010 2009
--------------------------------------------
High Low High Low
--------------------------

First Quarter $1.90 $0.57 $0.90 $0.20
Second Quarter $0.88 $0.40 $2.31 $0.24
Third Quarter $0.86 $0.31 $3.50 $0.78
Fourth Quarter $0.84 $0.10 $1.49 $0.30
--------------------------------------------

(e) The Company did not purchase any of its equity securities during any
month of the fourth fiscal quarter of 2010.

ITEM 6. SELECTED FINANCIAL DATA

(a) Not applicable.

(b) Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

Trans-Lux is a leading designer and manufacturer of digital display signage
solutions. The essential elements of these systems are the real-time,
programmable electronic information displays 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. In 2010 the Company started a
new business opportunity in the LED lighting market with energy-saving lighting
solutions that will feature a comprehensive offering of the latest LED lighting
technologies that provide facilities and public infrastructure with "green"
lighting solutions that emit less heat, save energy and enable creative designs.
The Company also owns and operates an income-producing rental property. The
Company operates in four reportable segments: Indoor display, Outdoor display,
LED lighting and Real estate rental.

The Indoor display segment includes worldwide revenues and related expenses from
the rental, maintenance and sale of indoor displays. This segment includes the
financial, government/private and gaming 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 catalog sports,
retail and commercial markets. The LED lighting segment will include worldwide
revenues and related expenses from the sale of LED lighting products. The Real
estate rental segment includes the operations of an income-producing real estate
property.

Going Concern

registered public accounting firm has issued an opinion on our consolidated
financial statements that states that the consolidated financial statements were
prepared assuming we will continue as a going concern, however the opinion
further states that the uncertainty regarding the ability to make the required
sinking fund payments on the Debentures and the interest payments on the Notes
and the Debentures and the potential of the senior lender accelerating the
payments on the Credit Agreement due to an event of default on the Debentures
and the Notes raises substantial doubt about our ability to continue as a going
concern. See Note 2 - Going Concern to the consolidated financial statements.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an ongoing basis,
management evaluates its estimates and judgments, including those related to
percentage of completion, uncollectible accounts receivable, slow-moving and
obsolete inventories, goodwill and intangible assets, income taxes, warranty
obligations, pension plan obligations, contingencies and litigation. Management
bases its estimates and judgments on historical experience and on various other
factors that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions. Management has discussed the development and selection of these
accounting estimates and the related disclosures with the audit committee of the
Board of Directors.

Management believes the following critical accounting policies, among others,
involve its more significant judgments and estimates used in the preparation of
its consolidated financial statements:

Percentage of Completion: The Company recognizes revenue on long-term equipment
sales contracts using the percentage of completion method based on estimated
incurred costs to the estimated total cost for each contract. Should actual
total cost be different from estimated total cost, an addition or a reduction to
cost of sales may be required.

Uncollectible Accounts Receivable: The Company maintains allowances for
uncollectible accounts receivable for estimated losses resulting from the
inability of its customers to make required payments. Should non-payment by
customers differ from the Company's estimates, a revision to increase or
decrease the allowance for uncollectible accounts receivable may be required.

Slow-Moving and Obsolete Inventories: The Company writes down its inventory for
estimated obsolescence equal to the difference between the carrying value of the
inventory and the estimated market value based upon assumptions about future
demand and market conditions. If actual future demand or market conditions are
less favorable than those projected by management, additional inventory write
downs may be required.

Goodwill and Intangible Assets: The Company evaluates goodwill and intangible
assets for possible impairment annually for goodwill and when events or changes
in circumstances indicate that the carrying amount of such assets may not be
recoverable for other intangible assets. The Company uses the income and the
market approach to test for impairment of its goodwill, and considers other
factors including economic trends and our market capitalization relative to net
book value. The Company weighs these approaches by using a 50% factor for the
income approach and a 50% factor for the market approach. Together these two
factors estimate the fair value of the reporting unit. The Company's goodwill
relates to its catalog sports reporting unit. The Company uses a discounted
cash flow model to determine the fair value under the income approach which
contemplates an overall weighted average revenue growth rate of 2.0% to 6.0%.
If the Company were to reduce its revenue projections on the reporting unit by
9.5% within the income approach, the fair value of the reporting unit would be
below carrying value. The gross profit margins used are consistent with
historical margins achieved by the Company during previous years. If there is a
margin decline of 3.0% or more the model would yield results of a fair value
less than carrying amount.

The October 1, 2010 annual review indicated no impairment of goodwill. Goodwill
in our other businesses was not impaired. Changes in the assumptions used could
materially impact our fair value estimates. Assumptions critical to our fair
value

estimates are: (i) discount rate used to derive the present value factors used
in determining the fair value of the reporting unit, (ii) projected average
revenue growth rates used in the reporting unit models; and (iii) projected
long-term growth rates used in the derivation of terminal year values. These
and other assumptions are impacted by economic conditions and expectations of
management and will change in the future based on period-specific facts and
circumstances, thereby possibly requiring an impairment charge in the future.

Income Taxes: The Company records a valuation allowance to reduce its deferred
tax assets to the amount that it believes is more likely than not to be
realized. While the Company has considered future taxable income and ongoing
feasible tax planning strategies in assessing the need for the valuation
allowance, in the event the Company were to determine that it would not be able
to realize all or part of its net deferred tax assets in the future, an
adjustment to the deferred tax assets would be charged to income in the period
such determination was made. Likewise, should the Company determine that it
would be able to realize its deferred tax assets in the future in excess of its
net recorded amount, an adjustment to the deferred tax assets would increase
income in the period such determination was made.

Warranty Obligations: The Company provides for the estimated cost of product
warranties at the time revenue is recognized. While the Company engages in
product quality programs and processes, including evaluating the quality of the
component suppliers, the warranty obligation is affected by product failure
rates. Should actual product failure rates differ from the Company's estimates,
revisions to increase or decrease the estimated warranty liability may be
required.

Pension Plan Obligations: The Company is required to make estimates and
assumptions to determine the obligation of our pension benefit plan, which
include investment returns and discount rates. During 2010, the Company
recorded an after tax charge in unrecognized pension liability in other
comprehensive loss of $0.4 million and during 2009, the Company recorded an
after tax benefit in unrecognized pension liability in other comprehensive loss
of $1.1 million. Estimates and assumptions are reviewed annually with the
assistance of external actuarial professionals and adjusted as circumstances
change. At December 31, 2010, plan assets were invested 36.1% in guaranteed
investment contracts, 63.2% in equity and index funds, 0.4% in bonds and 0.3% in
money market funds. The investment return assumption takes the asset mix into
consideration. The assumed discount rate reflects the rate at which the pension
benefits could be settled. At December 31, 2010, the weighted average rates
used for the computation of benefit plan liabilities were: investment returns,
8.00% and discount rate, 5.75%. Net periodic cost for 2011 will be based on the
December 31, 2010 valuation. The defined benefit plan periodic cost was
$429,000 in 2010 and $725,000 in 2009. At December 31, 2010, assuming no change
in the other assumptions, a one-percentage point change in investment returns
would affect the net periodic cost by $54,000 and a one-percentage point change
in the discount rate would affect the net periodic cost by $138,000. As of
December 31, 2003, the benefit service under the defined benefit plan had been
frozen and, accordingly, there is no service cost for each of the two years
ended December 31, 2009 and 2010. In March 2010 and 2011, the Company submitted
to the Internal Revenue Service requests for waivers of the 2009 and 2010
minimum funding standard for its defined benefit plan. The waiver requests were
submitted as a result of the current economic climate and the business hardship
that the Company is currently experiencing. The waivers, if granted, will defer
payment of the minimum funding standard for the 2009 and 2010 plan years. The
Company has not remitted $242,000 and $358,000 of payment contributions for 2009
and 2010, respectively. At this time, the Company is hoping to make its
required contributions for the 2011 plan year; however there is no assurance
that we will be able to make all payments.

Results of Operations

2010 Compared to 2009

Total revenues for the year ended December 31, 2010 decreased 14.9% to $24.3
million from $28.5 million for the year ended December 31, 2009, principally due
to decreases in both the Outdoor display and Indoor display sales revenues.

Indoor display revenues decreased $1.2 million or 15.0%. Of this decrease,
Indoor display equipment sales decreased $368,000 or 17.3%, primarily due to a
decrease in sales from the financial services and gaming markets. Indoor
display equipment rentals and maintenance revenues decreased $859,000 or 14.2%,
primarily due to disconnects and non-renewals of equipment on rental on existing
contracts in the financial services market. 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. The global recession has
negatively impacted Indoor display sales and rentals and maintenance revenues.

Outdoor display revenues decreased $3.0 million or 14.9%. Of this decrease,
Outdoor display equipment sales decreased $2.6 million or 16.0%, primarily in
the catalog sports market principally due to decreases in state and local
budgets. Outdoor display equipment rentals and maintenance revenues decreased
$370,000 or 9.9%, primarily due to the continued expected revenue decline in the
older Outdoor display equipment rental and maintenance bases acquired in the
early 1990s. The global recession has negatively impacted the Outdoor sales and
rentals and maintenance revenues as well.

LED lighting is a start-up business and has not generated any revenues for the
year ended December 31, 2010.

Real estate rental revenues decreased $14,000 or 5.7%, primarily due to the
termination of a tenant lease in the fourth quarter of 2010.

Total operating loss for the year ended December 31, 2010 increased $1.2 million
to $5.5 million from $4.3 million for the year ended December 31, 2009,
principally due to the decline in revenues, the restructuring costs and the
harge to write-off engineering software.

Indoor display operating loss increased $378,000 to $2.2 million in 2010
compared to $1.8 million in 2009, primarily as a result of the decrease in
revenues and $985,000 of restructuring costs, offset by an $809,000 decrease in
bad debt expense and a $485,000 decrease in depreciation expense. The cost of
Indoor displays represented 94.1% of related revenues in 2010 compared to 90.4%
in 2009. The Company periodically addresses the cost of field service to keep
it in line with revenues from equipment rentals and maintenance, but as rental
and maintenance revenues have declined, it is difficult to reduce the cost of
field service proportionately. Indoor displays cost of equipment rentals and
maintenance decreased $744,000 or 13.0%, primarily due to a $485,000 decrease in
field service costs to maintain the equipment and the decrease in depreciation
expense. Cost of Indoor display equipment rentals and maintenance includes
field service expenses, plant repair costs, maintenance and depreciation.
Indoor display cost of equipment sales decreased $77,000 or 5.3%, primarily due
to the decrease in revenues. Indoor display general and administrative expenses
increased $2,000 or 0.1%, primarily due to the restructuring charge, offset by
the decrease in bad debt expense. The restructuring will result in annual
payroll savings of approximately $1.1 million.

Outdoor display operating income (loss) decreased $1.4 million to a loss of
$59,000 in 2010 compared to income of $1.4 million in 2009, primarily as a
result of the decrease in revenues, the $456,000 charge to write-off engineering
software and $93,000 of restructuring costs, offset by a $233,000 decrease in
bad debt expense, a $71,000 decrease in depreciation expense and a decrease in
certain administrative costs. The cost of Outdoor displays represented 79.9% of
related revenues in 2010 compared to 75.8% in 2009. Outdoor displays cost of
equipment sales decreased $1.3 million or 10.1%, principally due to the decrease
in volume. Outdoor displays cost of equipment rentals and maintenance decreased
$281,000 or 11.6%, primarily due to a $209,000 decrease in field service costs
to maintain the equipment and the decrease in depreciation expense. Outdoor
display general and administrative expenses increased $24,000 or 0.7%, primarily
due to the charge to write-off engineering software, offset by the reduction in
certain administrative costs. Cost of Outdoor display equipment rentals and
maintenance includes field service expenses, plant repair costs, maintenance and
depreciation. The restructuring will result in annual payroll savings of
approximately $0.7 million.

LED lighting operating loss was $202,000 in 2010, primarily due to the start-up
expenses of this new segment.

Real estate rental operating income remained level. The cost of Real estate
rental represented 24.2% of related revenues in 2010 compared to 24.9% in 2009.
Real estate rental general and administrative expenses decreased slightly.

The Write-off of note receivable for 2009 represents a $2.7 million write-off of
a note receivable related to the former Norwalk, Connecticut facility the
Company sold in 2004.

Corporate general and administrative expenses decreased $848,000 or 20.7%. The
2010 corporate general and administrative expenses include a reduction of
$327,000 in the Canadian currency exchange loss. Reductions in audit, insurance
and medical expenses and payroll also contributed to the decrease this year.
The Company continues to monitor and reduce certain overhead costs such as
benefit and medical costs.

Net interest expense decreased $102,000 or 6.0%, primarily due to scheduled
payments of long-term debt as well as a reduction in the outstanding balance of
the revolving credit facility for most of 2010 as compared to 2009.

The effective tax (rate) benefit for the years ended December 31, 2010 and 2009
was 0.3% and (0.6%), respectively. Both the 2010 and 2009 tax rates are being
affected by the valuation allowance on the Company's deferred tax assets as a
result of reporting pre-tax losses. The income tax expense relates to the
Company's Canadian subsidiary.

Liquidity and Capital Resources

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has incurred
significant recurring losses from continuing operations and has a significant
working capital deficiency. The Company incurred a net loss from continuing
operations of $7.1 million in 2010 and has a working capital deficiency of $17.6
million as of December 31, 2010. The 2010 results include a $1.1 million
restructuring charge related to the relocation of the manufacturing of the
indoor display equipment from Connecticut to Iowa as further discussed in Note 3
- Plan of Restructuring, and a $456,000 charge to write-off engineering
software. As further discussed in Note 13 - Long-Term Debt, the Company did not
make the December 1, 2009 and 2010 required sinking fund payments of $105,700
each, and did not make the June 1, 2010 and December 1, 2010 interest payments
of $50,200 each on its 9 1/2% Subordinated debentures (the "Debentures"). In
addition, the Company did not make the March 1, 2010 and 2011 and September 1,
2010 interest payments of $417,800 each on its 8 1/4% Limited convertible senior
subordinated notes (the "Notes"). Under the terms of the indenture agreements
that govern the Debentures and the Notes, the non-payments constitute events of
default; accordingly, the trustees or the holders of 25% of the outstanding
Debentures and Notes have the right to declare the outstanding principal and
interest due and payable immediately. In the event that the Company receives
such notice, the senior lender has the right to demand payment on outstanding
amounts on the Credit Agreement. As such, all outstanding debt has been
classified as Current portion of long-term debt in the Consolidated Balance
Sheets. These matters raise substantial doubt about the Company's ability to
continue as a going concern.

The Company has a bank Credit Agreement, as amended, which provides for a term
loan of $10.0 million, a non-revolving line of credit of up to $6.2 million
(which is no longer available) to finance the redemption of one-half of the 7
1/2% Subordinated Notes due 2006 (which were redeemed in June 2006 and are no
longer outstanding), and a revolving loan of up to $4.3 million, based on
eligible accounts receivable and inventory, at a variable rate of interest of
Prime plus 2.00%, with a floor of 6.00% (6.00% at December 31, 2010), which
matures May 1, 2011. In August 2010, the senior lender modified the Credit
Agreement to reduce the availability under the revolving loan from $5.0 million
to $4.3 million, amended the principal repayment schedule to defer the next
three monthly principal payments of $50,000 each until the maturity date and
removed the senior debt coverage ratio covenant test for the June 30, 2010 and
September 30, 2010 quarters. As of December 31, 2010, the Company has drawn
$4.1 million against the revolving loan facility, of which $0.2 million was
available for additional borrowing. The Credit Agreement requires an annual
facility fee on the unused commitment of 0.25%, and requires compliance with
certain financial covenants, as defined in the Credit Agreement, which include a
loan-to-value ratio of not of not more than 50% and a $1.0 million cap on
capital expenditures. As of December 31, 2010, the Company was in compliance
with the foregoing financial covenants, but was not in compliance with the
senior debt coverage ratio of not less than 1.25 to 1.0 (-0.25 to 1.0 at
December 31, 2010). The Company is in discussion with the senior lender to
waive the non-compliance, but has not been granted as of March 31, 2011. In
addition, the senior lender has waived the default with respect to each of the
Notes and the Debentures, but in the event that the holders of the Notes or the
Debentures or either of the trustees thereunder declare a default and begin to
exercise any of their rights or remedies in connection with the non-payment
defaults, this shall constitute a separate and distinct event of default and the
senior lender may exercise any and all rights or remedies it may have. In
addition, the senior lender has waived the default of non-payment of certain
pension plan contributions, but in the event that any government agency takes
any enforcement action or otherwise exercises any rights or remedies it may
have, this shall constitute a separate and distinct event of default and the
senior lender may exercise any and all rights or remedies it may have. The
amounts outstanding under the Credit Agreement are collateralized by all of the
Display division assets.

On March 1, 2010, the Company refinanced its existing mortgage on its facility
located in Des Moines, Iowa. The refinancing was for $650,000 at a fixed rate
of interest of 6.50% payable in monthly installments, which matures March 1,
2015. The Company used proceeds of $390,000 to settle the prior debt and used
the $260,000 balance for working capital needs.

The Company has a $1.8 million mortgage on its real estate rental property
located in Santa Fe, New Mexico at a variable rate of interest of Prime, with a
floor of 6.75%, which was the interest rate in effect at December 31, 2010,
payable in monthly installments, which matures December 12, 2012.

On February 25, 2010, the Company took out a mortgage on the land held for sale
located in Silver City, New Mexico and repaid it on August 27, 2010. The
financing was for $100,000 at a fixed rate of interest of 7.80%, payable in
monthly interest only payments, which was due to mature on February 25, 2012.

The Company has generated cash provided by operating activities from operations
of $1.7 million and $5.0 million for the years ended December 31, 2010 and 2009,
respectively. The Company has implemented several initiatives to improve
operational results and cash flows over future periods, including the closing of
the Stratford, Connecticut indoor display manufacturing facility. The Company
continues to explore ways to reduce operational and overhead costs. The Company
periodically takes steps to reduce the cost to maintain the equipment on rental
and maintenance agreements.

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. As a result, we
have experienced a decline in our sales and lease and maintenance bases. The
cash flows of the Company are constrained, and in order to more effectively
manage its cash resources in these challenging economic times, the Company has,
from time to time, increased the timetable of its payment of some of its
payables. There can be no assurance that we will meet our anticipated current
and near term cash requirements. The Company's objective in regards to loan
commitments is to obtain additional funds from external sources through equity
or additional debt financing prior to the maturity of the Credit Agreement on
May 1, 2011, and the Company is in discussions with senior lenders and others,
but has no agreements, commitments or understanding from such senior lenders or
others with respect to obtaining any additional funds, and the current global
credit environment has been and continues to be a challenge in accomplishing
these objectives. If the Company is unable to obtain replacement financing
before the maturity of the Credit Agreement on May 1, 2011, the senior lender
has the right to declare all amounts outstanding thereunder due and payable. If
this were to occur, the Company would have difficulties meeting its obligations
in the normal course of business. The Company continually evaluates the need
and availability of long-term capital in order to meet its cash requirements.
Management believes that based on its actions taken, current cash resources and
cash provided by continuing operations it will have difficulty funding
continuing operations and its current obligations over the next twelve months.

In addition, the Company has $1.1 million of 9 1/2% Subordinated debentures due
2012 (the "Debentures") which are due in annual sinking fund payments of
$105,700 beginning in 2009, which payments have not been remitted by the
Company, with the remainder due in 2012; interest is payable semi-annually and
the Debentures may be redeemed, in whole or in part, at par. The Company has
not remitted the June 1, 2010 and December 1, 2010 semi-annual interest payments
of $50,200 each to the trustee. The non-payments constitute an event of default
under the Indenture governing the Debentures and the trustee, by notice to the
Company, or the holders of 25% of the principal amount of the Debentures
outstanding, by notice to the Company and the trustee, may declare the
outstanding principal plus interest due and payable immediately. During the
continuation of any event which, with notice or lapse of time or both, would
constitute a default under any agreement under which Senior Indebtedness is
issued, if the effect of such default is to cause, or permit the holder of
Senior Indebtedness to become due prior to its stated maturity, no payment
(including any required sinking fund payments) of principal, premium or interest
shall be made on the Debentures unless and until such default shall have been
remedied, if written notice of such default has been given to the trustee by the
Company or the holder of Senior Indebtedness. The failure to make the sinking
fund and interest payments are events of default under the Credit Agreement
since it involves indebtedness over $500,000 and no payment can be made to such
trustee or the holders at this time as such defaults have has not been waived.

In March 2011 and 2010, the Company submitted to the Internal Revenue Service
requests for waiver of the minimum funding standard for its defined benefit
plan. The waiver requests were submitted as a result of the current economic
climate and the current business hardship that the Company is experiencing. The
waivers, if granted, will defer payment of $559,000 and $285,000 of the minimum
funding standard for the 2010 and 2009 plan years, respectively. If the waivers
are not granted, the Pension Benefit Guaranty Corporation and the Internal
Revenue Service have various enforcement remedies they can implement to protect
the participant's benefits; such as termination of the plan and require the
Company to make the unpaid contributions. The senior lender has waived the
default of non-payment of certain pension plan contributions, but in the event
that any government agency takes any enforcement action or otherwise exercises
any rights or remedies it may have, this shall constitute a separate and
distinct event of default and the senior lender may exercise any and all rights
or remedies it may have. At this time, the Company is hoping to make its
required contributions for the 2011 plan year; however there is no assurance
that the Company will be able to make all payments.

Cash and cash equivalents decreased $143,000 in 2010. The decrease was
primarily attributable to the investment in equipment for rental of $1.3
million, the investment in property, plant and equipment of $0.2 million and
scheduled payments of long-term debt of $0.8 million, offset by cash provided by
operating activities of $1.7 million, the net proceeds from mortgage borrowings
of $0.3 million and borrowing on the revolving loan facility of $0.1 million.
The current economic environment has increased the Company's trade receivables
collection cycle, and its allowances for uncollectible accounts receivable, but
collections continues to be favorable.

A fundamental principle of the preparation of financial statements in accordance
with accounting principles generally accepted in the United States of America is
the assumption that an entity will continue in existence as a going concern,
which contemplates continuity of operations and the realization of assets and
settlement of liabilities occurring in the ordinary course of business. This
principle is applicable to all entities except for entities in liquidation or
entities for which liquidation appears imminent. In accordance with this
requirement, the Company has prepared its consolidated financial statements on a
going concern basis. While we have prepared our consolidated financial
statements on a going concern basis, the continuing losses and uncertainty
regarding the ability to make the required sinking fund payments on the
Debentures and the interest payments on the Notes and the potential of the
senior lender accelerating the payments on the Credit Agreement due to an event
of default on the Debentures and the Notes raises substantial doubt about our
ability to continue as a going concern. Therefore, we may not be able to
realize our assets and settle our liabilities in the ordinary course of
business. Our consolidated financial statements included in this annual report
on Form 10-K do not reflect any adjustments that might specifically result from
the outcome of this uncertainty. The Company's independent registered public
accounting firm has issued an opinion on our consolidated financial statements
that includes a description of the Company's going concern issues.

Under various agreements, the Company is obligated to make future cash payments
in fixed amounts. These include payments under the Company's long-term debt
agreements, employment and consulting 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 2010 until the underlying debts mature.

The following table summarizes the Company's fixed cash obligations as of
December 31, 2010 over the next five fiscal years:

---------------------------------------------------------------------------------
In thousands 2011 2012 2013 2014 2015
---------------------------------------------------------------------------------

Long-term debt, including interest $18,123 $1,979 $ 89 $ 89 $400
Employment and consulting agreement obligations 550 226 195 195 -
Operating lease payments 290 185 77 - -
---------------------------------
Total $18,963 $2,390 $361 $284 $400
---------------------------------------------------------------------------------

Off-Balance Sheet Arrangements: The Company has no majority-owned subsidiaries
that are not included in the consolidated financial statements nor does it have
any interests in or relationships with any special purpose off-balance sheet
financing entities.

Safe Harbor Statement under the Private Securities 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 7A. 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. The fair value of the Company's fixed rate long-term
debt is disclosed in Note 13 to the consolidated financial statements. A
one-percentage point change in interest rates would result in an annual interest
expense fluctuation of approximately $69,000. In addition, the Company is
exposed to foreign currency exchange rate risk mainly as a result of investment
in its Canadian subsidiary. A 10% change in the Canadian dollar relative to the
U.S. dollar would result in a currency exchange expense fluctuation of
approximately $337,000, based on dealer quotes, considering current exchange
rates. The Company does not enter into derivatives for trading or speculative
purposes and did not hold any derivative financial instruments at December 31,
2010.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Statements of Operations

--------------------------------------------------------------------------------------
In thousands, except per share data Years ended December 31 2010 2009
--------------------------------------------------------------------------------------

Revenues:
Equipment rentals and maintenance $ 8,561 $ 9,790
Equipment sales 15,515 18,513
Real estate rentals 231 245
-------------------
Total revenues 24,307 28,548
-------------------
Cost of revenues:
Cost of equipment rentals and maintenance 7,304 8,358
Cost of equipment sales 12,912 14,290
Cost of real estate rentals 56 61
-------------------
Total cost of revenues 20,272 22,709
-------------------
Gross profit from operations 4,035 5,839
General and administrative expenses (8,483) (10,191)
Restructuring costs (1,078) -
-------------------
Operating loss (5,526) (4,352)
Interest expense, net (1,591) (1,693)
Write off note receivable, net - (2,696)
-------------------
Loss from continuing operations before income taxes (7,117) (8,741)
Income tax benefit (expense) 19 (54)
-------------------
Loss from continuing operations (7,098) (8,795)
Income from discontinued operations 62 -
-------------------
Net loss $(7,036) $ (8,795)
===================

Loss per share continuing operations - basic and diluted $ (2.91) $ (3.81)
Earnings per share discontinued operations - basic and diluted 0.02 -
-------------------
Total loss per share - basic and diluted $ (2.89) $ (3.81)
===================

Weighted average common shares outstanding - basic and diluted 2,437 2,311
--------------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Balance Sheets

--------------------------------------------------------------------------------------
In thousands, except share data December 31 2010 2009
--------------------------------------------------------------------------------------

ASSETS
Current assets:
Cash and cash equivalents $ 398 $ 541
Cash in escrow - 403
Receivables, less allowance of $1,326 - 2010 and $1,393 - 2009 2,970 1,743
Unbilled receivables 11 29
Inventories 4,852 5,149
Prepaids and other 531 619
Current assets associated with discontinued operations (Note 4) 1 55
-------------------
Total current assets 8,763 8,539
-------------------
Rental equipment 50,229 58,164
Less accumulated depreciation 30,173 34,015
-------------------
20,056 24,149
-------------------
Property, plant and equipment 6,840 7,206
Less accumulated depreciation 4,571 4,667
-------------------
2,269 2,539
Asset held for sale 920 920
Goodwill 810 810
Other assets 624 926
-------------------
TOTAL ASSETS $ 33,442 $37,883
--------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,459 $ 1,410
Accrued liabilities 7,555 5,658
Current portion of long-term debt 16,378 16,990
Liabilities associated with discontinued operations (Note 4) - 487
-------------------
Total current liabilities 26,392 24,545
Long-term debt:
Notes payable 2,335 2,193
Deferred pension liability and other 4,685 3,852
-------------------
Total liabilities 33,412 30,590
-------------------
Stockholders' equity:
Common - $1 par value - 5,500,000 shares authorized,
2,826,424 common shares issued in 2010 and in 2009 2,827 2,827
Additional paid-in-capital 14,279 14,657
Accumulated deficit (12,025) (4,989)
Accumulated other comprehensive loss (1,988) (1,739)
-------------------
3,093 10,756
Less treasury stock - at cost - 383,596 common shares
in 2010 and 433,596 common shares in 2009 3,063 3,463
-------------------
Total stockholders' equity 30 7,293
-------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 33,442 $37,883
--------------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Cash Flows

--------------------------------------------------------------------------------------------
In thousands Years ended December 31 2010 2009
--------------------------------------------------------------------------------------------

Cash flows from operating activities
Net loss $(7,036) $(8,795)
Income from discontinued operations 62 -
------------------
Loss from continuing operations (7,098) (8,795)
Adjustment to reconcile loss from continuing operations
to net cash provided by operating activities:
Depreciation and amortization 5,303 5,983
Write-off of note receivable, net - 2,686
Non-cash restructuring costs 480 -
Write-off of engineering software, net 456 -
Amortization of restricted Common Stock 21 -
Changes in operating assets and liabilities:
Receivables (1,209) 2,942
Inventories 297 1,443
Prepaids and other assets 248 1,324
Accounts payable and accrued liabilities 2,822 (1,723)
Deferred pension liability and other 400 1,121
------------------
Net cash provided by operating activities of continuing operations 1,720 4,981
------------------
Cash flows from investing activities
Equipment manufactured for rental (1,264) (2,456)
Purchases of property, plant and equipment (161) (186)
Proceeds from sale of property, plant and equipment - 18
Proceeds from sale of available-for-sale securities - 135
------------------
Net cash used in investing activities of continuing operations (1,425) (2,489)
------------------
Cash flows from financing activities
Payments of long-term debt (1,300) (3,407)
Proceeds from long-term debt 830 -
------------------
Net cash used in financing activities of continuing operations (470) (3,407)
------------------
Cash flows from discontinued operations
Cash provided by operating activities of discontinued operations 32 34
------------------
Net cash provided by discontinued operations 32 34
------------------
Net decrease in cash and cash equivalents (143) (881)
Cash and cash equivalents at beginning of year 541 1,422
------------------
Cash and cash equivalents at end of year $ 398 $ 541
--------------------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Interest paid $ 538 $ 1,523
Income taxes paid - 9
--------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Stockholders' Equity

----------------------------------------------------------------------------------------------------------------------------------
Retained Accumulated Total
Add'l Earnings Other Stock-
In thousands, except share data Common Stock Class B Paid-in Treasury (Accumulated Comprehensive holders'
For the two years ended December 31, 2010 Shares Amt Shares Amt Capital Stock Deficit) Income (Loss) Equity
----------------------------------------------------------------------------------------------------------------------------------

Balance January 1, 2009 2,453,591 $2,453 286,814 $ 287 $14,741 $(3,463) $ 3,806 $(3,377) $14,447
Net loss - - - - - - (8,795) - (8,795)
Stock option compensation expense - - - - 3 - - - 3
Exchange Class B Stock for Common Stock 372,833 374 (286,814) (287) (87) - - - -
Other comprehensive income, net of tax:
Unrealized foreign currency translation - - - - - - - 503 503
Change in unrecognized pension cost - - - - - - - 1,135 1,135
------------------------------------------------------------------------------------
Balance December 31, 2009 2,826,424 2,827 - - 14,657 (3,463) (4,989) (1,739) 7,293
Net loss - - - - - - (7,036) - (7,036)
Issuance of restricted Common Stock
(50,000 shares) - - - - (400) 400 - - -
Amortization of restricted Common Stock - - - - 21 - - - 21
Stock option compensation expense - - - - 1 - - - 1
Other comprehensive income (loss), net of tax:
Unrealized foreign currency translation - - - - - - - 184 184
Change in unrecognized pension cost - - - - - - - (433) (433)
------------------------------------------------------------------------------------
Balance December 31, 2010 2,826,424 $2,827 - $ - $14,279 $(3,063) $(12,025) $(1,988) $ 30
----------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Comprehensive Loss

-------------------------------------------------------------------------
In thousands Years ended December 31 2010 2009
-------------------------------------------------------------------------

Net loss $(7,036) $(8,795)
------------------
Other comprehensive (loss) income:
Unrealized foreign currency translation gain 184 503
Change in unrecognized pension costs (433) 1,135
------------------
Total other comprehensive (loss) income, net of tax (249) 1,638
------------------
Comprehensive loss $(7,285) $(7,157)
-------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated financial statements.

Notes To Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Trans-Lux Corporation is a leading manufacturer and supplier of programmable
electronic information displays and owner/operator of a rental property. In
addition, the Company entered the LED lighting business during 2010.

Principles of consolidation: The consolidated financial statements include the
accounts of Trans-Lux Corporation, a Delaware corporation, and all wholly-owned
subsidiaries (the "Company"). Intercompany balances and transactions have been
eliminated in consolidation.

Discontinued operations. On June 26, 2008, the Board of Directors approved the
sale of the assets of the Entertainment Division. As a result of the sale, the
Company has accounted for the Entertainment Division as discontinued operations.
See Note 4 - Discontinued Operations.

Use of estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. Estimates and assumptions are reviewed periodically and
the effects of revisions are reflected in the financial statements in the period
in which they are determined to be necessary. Estimates are used when
accounting for such items as costs of long-term sales contracts, allowance for
uncollectible accounts, inventory valuation allowances, depreciation and
amortization, intangible assets, income taxes, warranty obligation, benefit
plans, contingencies and litigation.

Cash and cash equivalents: The Company considers all highly liquid investments
with an original maturity of three months or less to be cash equivalents.

Accounts receivable: Receivables are carried at net realizable value. Credit
is extended based on an evaluation of each customer's financial condition;
collateral is generally not required. Reserves for uncollectible accounts
receivable are provided based on historical experience and current trends. The
Company evaluates the adequacy of these reserves regularly.

The following is a summary of the allowance for uncollectible accounts at
December 31:

---------------------------------------------
In thousands 2010 2009
---------------------------------------------

Balance at beginning of year $1,393 $ 926
Provisions 92 1,118
Deductions (159) (651)
---------------
Balance at end of year $1,326 $1,393
---------------------------------------------

Concentrations of credit risk with respect to accounts receivable are limited
due to the large number of customers, the relatively small account balances
within the majority of the Company's customer base and their dispersion across
different businesses.

Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market value. Valuation allowances for slow moving and obsolete
inventories are provided based on historical experience and demand for servicing
of the displays. The Company evaluates the adequacy of these valuation
allowances regularly.

Rental equipment and property, plant and equipment: Rental equipment and
property, plant and equipment are stated at cost and depreciated over their
respective useful lives using the straight-line method. Leaseholds and
improvements are amortized over the lesser of the useful lives or term of the
lease.

The estimated useful lives are as follows:

------------------------------------------
Years
------------------------------------------

Rental equipment 5 - 15
Buildings and improvements 10 - 40
Machinery, fixtures and equipment 3 - 15
Leaseholds and improvements 5
------------------------------------------

When rental equipment and property, plant and equipment are fully depreciated,
retired or otherwise disposed of, the cost and accumulated depreciation are
eliminated from the accounts.

Asset held for sale: Asset held for sale consists of land located in Silver
City, New Mexico.

Goodwill and intangibles: Goodwill represents the excess of purchase price over
the estimated fair value of net assets acquired. Identifiable intangible assets
are recorded at cost and amortized over their estimated useful life on a
straight line basis and deferred financing costs are amortized over the life of
the related debt of two to three years. Total goodwill is $810,000, of which
$744,000 relates to the Outdoor display segment and $66,000 relates to the
Indoor display segment.

The Company annually evaluates the value of its goodwill on October 1 and
determines if it is impaired by comparing the carrying value of goodwill to its
estimated fair value. Changes in the assumptions used could

materially impact the fair value estimates. Assumptions critical to our fair
value estimates are: (i) discount rate used to derive the present value factors
used in determining the fair value of the reporting unit, (ii) projected average
revenue growth rates used in the reporting unit models; and (iii) projected
long-term growth rates used in the derivation of terminal year values. These
and other assumptions are impacted by economic conditions and expectations of
management and will change in the future based on period-specific facts and
circumstances. The Company uses the income and the market approach when testing
for goodwill impairment. The Company weighs these approaches by using a 50%
factor for the income approach and a 50% factor for the market approach.
Together these two factors estimate the fair value of the reporting unit. The
Company's goodwill relates to our catalog sports reporting unit. The Company
uses a discounted cash flow model to determine the fair value under the income
approach which contemplates an overall weighted average revenue growth rate of
2.0% to 6.0%. If the Company were to reduce its revenue projections on the
reporting unit by 9.5% within the income approach, the fair value of the
reporting unit would be below carrying value. The gross profit margins used are
consistent with historical margins achieved by the Company during previous
years. If there is a margin decline of 3.5% or more the model would yield
results of a fair value less than carrying amount. The impairment test for
goodwill is a two-step process. The first step of the goodwill impairment test
compares the fair value of the reporting unit with its carrying amount. If the
carrying amount of the reporting unit exceeds its fair value, a second step is
performed to calculate the implied fair value of the goodwill of the reporting
unit by deducting the fair value of all of the individual assets and liabilities
of the reporting unit from the respective fair values of the reporting unit as a
whole. To the extent the calculated implied fair value of the goodwill is less
than the recorded goodwill, an impairment charge is recorded for the difference.
Fair value is determined using cash flow and other valuation models (generally
Level 3 inputs in the fair value hierarchy). There were no impairments of
goodwill in 2010 and 2009. The Company also evaluates the value of its other
intangible assets by comparing the carrying value with estimated future cash
flows when indicators of possible impairment exist. There were no impairments
of other intangibles in 2010 or 2009.

Impairment or disposal of long-lived assets: The Company evaluates whether
there has been an impairment in its long-lived assets if certain circumstances
indicate that a possible impairment may exist. An impairment in value may exist
when the carrying value of a long-lived asset exceeds its undiscounted cash
flows. If it is determined that an impairment in value has occurred, the
carrying value is written down to its fair value. There were no impairments of
long-lived assets in 2010 or 2009.

Revenue recognition: Revenue from rental of equipment and revenue from
maintenance contracts are recognized during the term of the respective
agreements, which generally run for periods of one month to 10 years. At
December 31, 2010, the future minimum lease payments due to the Company under
operating leases that expire at varying dates through 2018 for its rental
equipment and maintenance contracts, assuming no renewals of existing leases or
any new leases, aggregating $14,273,000 was as follows: $6,454,000 - 2011,
$3,792,000 - 2012, $2,574,000 - 2013, $832,000 - 2014, $426,000 - 2015, $195,000
- thereafter. The Company recognizes revenues on long-term equipment sales
contracts, which require more than three months to complete, using the
percentage of completion method. The Company records unbilled receivables
representing amounts due under these long-term equipment sales contracts, which
have not been billed to the customer. Income is recognized based on the
percentage of incurred costs to the estimated total costs for each contract.
The determination of the estimated total costs is susceptible to change on these
sales contracts. Revenues on equipment sales, other than long-term equipment
sales contracts, are recognized upon shipment when title and risk of loss passes
to the customer. Real estate rentals revenue is recognized monthly on a
straight-line basis during the term of the respective lease agreements.

Warranty obligations: The Company provides for the estimated cost of product
warranties at the time revenue is recognized. While the Company engages in
product quality programs and processes, including evaluating the quality of the
component suppliers, the warranty obligation is affected by product failure
rates. Should actual product failure rates differ from the Company's estimates,
revisions to increase or decrease the estimated warranty liability may be
required.

Taxes on income: Deferred income tax assets and liabilities are established for
temporary differences between the financial reporting basis and the tax basis of
the Company's assets and liabilities at tax rates expected to be in effect when
such temporary differences are expected to reverse and for operating loss
carryforwards. The temporary differences are primarily attributable to
operating loss carryforwards and depreciation. The Company records a valuation
allowance against net deferred income tax assets if, based upon the available
evidence, it is not more-likely-than-not that the deferred income tax assets
will be realized.

The Company considers whether it is "more-likely-than-not" that a tax position
will be sustained upon examination, including resolution of any related appeals
or litigation processes, based on the technical merits of the position. Once it
is determined that a position meets the more-likely-than-not recognition
threshold, the position is measured to determine the amount of benefit to

recognize in the financial statements. The Company's policy is to classify
interest and penalties related to uncertain tax positions in income tax expense.
To date, there have been no interest or penalties charged to the Company in
relation to the underpayment of income taxes. The Company's determinations
regarding uncertain income tax positions may be subject to review and adjustment
at a later date based upon factors including, but not limited to, an ongoing
analysis of tax laws, regulations and interpretations thereof.

Foreign currency: The functional currency of the Company's Canadian business
operation is the Canadian dollar. The assets and liabilities of such operation
are translated into U.S. dollars at the year-end rate of exchange, and the
operating and cash flow statements are converted at the average annual rate of
exchange. The resulting translation adjustment is recorded in Accumulated other
comprehensive loss in the Consolidated Balance Sheets and as a separate item in
the Consolidated Statements of Comprehensive Loss. Gains and losses related to
the settling of transactions not denominated in the functional currency are
recorded as a component of General and administrative expenses in the
Consolidated Statements of Operations.

Share-based compensation plans: The Company measures share-based payments to
employees and directors at the grant date fair value of the instrument. The
fair value is estimated on the date of grant using the Black-Scholes valuation
model, which requires various assumptions including estimating stock price
volatility, expected life of the stock option and risk free interest rate. For
details on the accounting effect of share-based compensation, see Note 17 -
Share-Based Compensation.

Consideration of Subsequent Events: The Company evaluated events and
transactions occurring after December 31, 2010 through the date these
consolidated financial statements were issued, to identify subsequent events
which may need to be recognized or non-recognizable events which would need to
be disclosed. No recognizable events were identified; see Note 21 - Subsequent
Events for non-recognizable events or transactions identified for disclosure.

Recent accounting pronouncements: In January 2010, the Financial Accounting
Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2010-06,
"Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures
about Fair Value Measurements" ("ASC 2010-06"). ASU 2010-06 amends ASC 820-10
and clarifies and provides additional disclosure requirements related to
recurring and non-recurring fair value measurements and employers' disclosures
about postretirement benefit plan assets. ASU 2010-06 was effective for interim
and annual periods beginning after December 15, 2009. The Company has provided
the required benefit plan asset information in Note 16 - Pension Plan.

In December 2010, the FASB issued ASU 2010-28, "Intangibles - Goodwill and Other
(Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for
Reporting Units with Zero or Negative Carrying Amounts ("ASU 2010-28"). ASU
2010-28 provides amendments to Topic 350 to modify Step 1 of the goodwill
impairment test for reporting units with zero or negative carrying amounts to
clarify that, for those reporting units, an entity is required to perform Step 2
of the goodwill impairment test if it is more likely than not that a goodwill
impairment exists. In determining whether it is more likely than not that a
goodwill impairment exists, an entity should consider whether there are any
adverse qualitative factors indicating that an impairment may exist. For public
entities, the amendments in this ASU are effective for fiscal years, and interim
periods within those years, beginning after December 15, 2010. Early adoption
is not permitted. The adoption of ASU 2010-28 is not expected to have an impact
on the Company's consolidated financial statements.

Reclassifications: Certain reclassifications of prior years' amounts have been
made to conform to the current year's presentation.

2. Going Concern

The Company has incurred significant recurring losses from continuing operations
and has a significant working capital deficiency. The Company incurred a net
loss from continuing operations of $7.1 million in 2010 and has a working
capital deficiency of $17.6 million as of December 31, 2010. The 2010 results
include a $1.1 million restructuring charge related to the relocation of the
manufacturing of the indoor display equipment from Connecticut to Iowa as
further discussed in Note 3 - Plan of Restructuring, and a $456,000 charge to
write-off engineering software. As further discussed in Note 13 - Long-Term
Debt, the Company did not make the December 1, 2009 and 2010 required sinking
fund payments of $105,700 each, and did not make the June 1,

2010 and December 1, 2010 interest payments of $50,200 each on its 9 1/2%
Subordinated debentures (the "Debentures"). In addition, the Company did not
make the March 1, 2010, September 1, 2010 and March 1, 2011 interest payments of
$417,800 each on its 8 1/4% Limited convertible senior subordinated notes (the
"Notes"). Under the terms of the indenture agreements that govern the
Debentures and the Notes, the non-payments constitute events of default;
accordingly, the trustees or the holders of 25% of the outstanding Debentures
and Notes have the right to declare the outstanding principal and interest due
and payable immediately. In the event that the Company receives such notice,
the senior lender has the right to demand payment on outstanding amounts on the
Credit Agreement. As such, all outstanding debt has been classified as Current
portion of long-term debt in the Consolidated Balance Sheets. These matters
raise substantial doubt about the Company's ability to continue as a going
concern.

In March 2010, the senior lender agreed to extend the maturity date of the
Credit Agreement to May 1, 2011 and extended payment terms on the term portion
of the debt. The senior lender has retained the right to call the Credit
Agreement in the event that the holders of the Debentures or the Notes demand
payment. In August 2010, the senior lender modified the Credit Agreement to
reduce the availability under the revolving loan from $5.0 million to $4.3
million, amended the principal repayment schedule to defer the next three
monthly principal payments of $50,000 each until the maturity date and removed
the senior debt coverage ratio covenant test for the June 30, 2010 and September
30, 2010 periods. The Company also refinanced its mortgage on its Des Moines,
Iowa facility in March 2010, which provided an additional $260,000 for working
capital. The Company continues to be involved in discussions with various
entities to obtain additional debt and/or equity financing including amounts
that could be used to settle the Debentures and the Notes, however there can be
no assurance that the Company will be successful in obtaining such financing and
if it obtains such financing, how the terms of such financing will affect the
Company.

The Company continues to manage a plan to improve operating results. The plan
includes a joint venture agreement with a People's Republic of China company to
establish a cooperative venture limited liability company in the People's
Republic of China to engage in research, engineering, development,
manufacturing, sale and distribution of LED lamps, LED digital signage and LED
lighting or similar products. The Company is pursuing new business
opportunities in the LED lighting market with energy-saving lighting solutions
and supplementing our established digital display and signage businesses with a
highly flexible, cost-efficient and creative means for facilities to enhance
their environments with LED lighting. The Company intends to feature a
comprehensive offering of the latest LED lighting technologies that provide
facilities and public infrastructure with "green" lighting solutions that emit
less heat, save energy and enable creative designs. The Company continues to
seek ways to reduce costs of components used in its products and other expenses
to improve sales margins, and continues to look at ways to lower overhead costs,
such as compensation and benefits. The plan includes partnering with an LED
supplier and offering several new high resolution LED large screen systems.
There can be no assurance that the Company will achieve higher sales, improved
margins or lower costs.

Because the Credit Agreement is secured by substantially all of the Company's
eligible accounts receivable, inventory and other assets, management cannot
provide any assurance that the Company would have sufficient cash and liquid
assets to fund normal operations during the period of time when it is required
to repay amounts outstanding under the Credit Agreement. Further, if the
Company is unable to obtain waivers or cure the defaults on the Debentures and
the Notes, the Debentures and the Notes could be called and be immediately due.
Such notice would trigger a default in the Credit Agreement. If the Credit
Agreement, Debentures and Notes are called, the Company would need to obtain new
financing; there can be no assurance that the Company will be able to do so and,
even if it obtains such financing, how the terms of such financing will affect
the Company. If the debt is called and new financing cannot be arranged, it is
unlikely the Company will be able to continue as a going concern. The
accompanying financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty. See Note 13 - Long-Term Debt for further details.

3. Plan of Restructuring

In the second quarter of 2010, the Company took certain actions to reduce
operating costs. These actions included the elimination of approximately 50
positions from our operations and the closing of our Stratford, Connecticut
manufacturing facility. The 2010 results include a restructuring charge of $1.1
million consisting of employee severance pay, facility closing costs
representing primarily lease termination and asset write-off costs, and other
fees directly related to the restructuring plan. The costs associated with the
restructuring are included in a separate line item, Restructuring costs, in the
Consolidated Statements of Operations. We expect that the majority of these
costs will be paid over the next 12 months.

The following table shows the amounts expensed and paid for restructuring costs
that were incurred during 2010 and the remaining accrued balance of
restructuring costs as of December 31, 2010, which is included in Accrued
liabilities in the Consolidated Balance Sheets.

-----------------------------------------------------------------
Payments and Balance
Other December 31,
In thousands Provision Adjustments 2010
-----------------------------------------------------------------

Severance costs (1) $ 310 $310 $ -
Facility closing costs (2) 509 294 215
Other fees 259 165 94
----------------------------------
$1,078 $769 $309
-----------------------------------------------------------------

(1) Represents salaries for employees separated from the Company.

(2) Represents costs associated with the closing of the Stratford, Connecticut
facility (primarily lease termination costs) and leasehold improvement and
equipment write-offs.

The following table shows by reportable segment, the restructuring costs
incurred during 2010 and the remaining accrued balance of restructuring costs as
of December 31, 2010.

Indoor display $ 985 $676 $309
Outdoor display 93 93 -
----------------------------------
$1,078 $769 $309
-----------------------------------------------------------------

4. Discontinued Operations

On June 26, 2008, the Board of Directors approved the sale of substantially all
of the assets of the Entertainment Division, which was consummated on July 15,
2008 for a purchase price of $24.5 million, of which $7.4 million was paid in
cash, $0.4 million in escrow and $16.7 million of debt was assumed by the
purchaser, including $0.3 million of debt of the joint venture, MetroLux
Theatres. Of the $0.4 million cash in escrow, $0.1 million was released to the
buyer and $0.3 million was released to the Company. The escrow settlement
resulted in a $62,000 gain which is in a separate line item, Income from
discontinued operations, in the Consolidated Statements of Operations. The
buyer assumed the operating results effective as of June 27, 2008. The Company
has accounted for the Entertainment Division as discontinued operations.

5. Fair Value

The Company carries its money market funds and cash surrender value of life
insurance related to its deferred compensation arrangements at fair value. The
fair value of these instruments is determined using a three-tier fair value
hierarchy. Based on this hierarchy, the Company determined the fair value of
its money market funds using quoted market prices, a Level 1 or an observable
input, and the cash surrender value of life insurance, a Level 2 based on
observable inputs primarily from the counter party. The Company's money market
funds and the cash surrender value of life insurance had carrying amounts of
$5,000 and $71,000 at December 31, 2010, respectively, and $24,000 and $79,000
at December 31, 2009, respectively. The carrying amounts of cash equivalents,
accounts receivable and accounts payable approximate fair value due to the short
maturities of these items. The fair value of the Company's Notes and
Debentures, using observable inputs, was $1.2 million and $0.1 million at
December 31, 2010, respectively, and $4.9 million and $0.6 million at December
31, 2009, respectively. The fair value of the Company's remaining long-term
debt approximates its carrying value of $7.5 million and $8.0 million at
December 31, 2010 and December 31, 2009, respectively.

6. Inventories

Inventories consist of the following:

---------------------------------
In thousands 2010 2009
---------------------------------

Raw materials $3,948 $4,597
Work-in-progress 152 142
Finished goods 752 410
---------------
$4,852 $5,149
---------------------------------

7. Rental Equipment

Rental equipment consist of the following:

-------------------------------------------------
In thousands 2010 2009
-------------------------------------------------

Indoor rental equipment $34,740 $40,739
Outdoor rental equipment 15,489 17,425
-----------------
50,229 58,164
Less accumulated depreciation 30,173 34,015
-----------------
Net rental equipment $20,056 $24,149
-------------------------------------------------

All the rental equipment is pledged as collateral under the Company's credit
facility.

8. Property, Plant and Equipment

Property, plant and equipment consist of the following:

---------------------------------------------------
In thousands 2010 2009
---------------------------------------------------

Land, buildings and improvements $2,843 $2,832
Machinery, fixtures and equipment 3,885 4,088
Leaseholds and improvements 112 286
---------------
6,840 7,206
Less accumulated depreciation 4,571 4,667
---------------
Net property, plant and equipment $2,269 $2,539
---------------------------------------------------

Land, buildings and equipment having a net book value of $2.2 million and $2.3
million at December 31, 2010 and 2009, respectively, are pledged as collateral
under various mortgage and other financing agreements.

9. Other Assets

Other assets consist of the following:

--------------------------------------------------------------
In thousands 2010 2009
--------------------------------------------------------------

Spare parts $295 $450
Deferred financing costs, net of accumulated
amortization of $495 - 2010 and $943 - 2009 201 291
Prepaids 76 86
Deposits and other 52 99
-----------
$624 $926
--------------------------------------------------------------

Deferred financing costs relate to the issuance of the Notes, the Debentures,
mortgages and other financing agreements and are being amortized over the terms
of the respective agreements.

10. Other Receivable

The Company had a $2.6 million note receivable that was due June 2008, relating
to the sale/leaseback of the Company's former Norwalk, Connecticut facility in
2004. The receivable was secured by a purchase money mortgage subordinated to a
$3.5 million first mortgage in favor of the purchaser's bank. The purchaser had
defaulted on this payment and the Company pursued legal remedies. After the
negative results of a foreclosure by sale by the first mortgagee, the Company
wrote off this note receivable and related expense for a total of $2.7 million
in 2009.

11. Taxes on Income

The components of income tax benefit (expense) are as follows:

-----------------------------------------
In thousands 2010 2009
-----------------------------------------

Current:
Federal $ 51 $ -
State and local - -
Foreign (32) (54)
-----------
19 (54)
-----------
Deferred:
Federal - -
State and local - -
-----------
- -
-----------
Income tax benefit (expense) $ 19 $(54)
-----------------------------------------

Loss from continuing operations before income taxes from the United States is
$6.9 million and $8.0 million for the years ended December 31, 2010 and 2009,
respectively. Loss from continuing operations before income taxes from Canada
is $0.2 million and $0.7 million for the years ended December 31, 2010 and 2009,
respectively.

Income tax benefits for continuing operations differed from the expected federal
statutory rate of 34.0% as follows:

----------------------------------------------------------
2010 2009
----------------------------------------------------------

Statutory federal income tax rate 34.0% 34.0%
State income taxes, net of federal benefit 3.8 3.6
Federal tax credit refund (0.7) -
Foreign income taxed at different rates (1.5) (3.2)
Deferred tax asset valuation allowance (35.2) (34.3)
Other (0.1) (0.7)
-------------
Effective income tax rate 0.3% (0.6%)
----------------------------------------------------------

Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred income tax assets and liabilities are as follows:

----------------------------------------------------
In thousands 2010 2009
----------------------------------------------------

Deferred income tax asset:
Tax credit carryforwards $ 983 $ 1,034
Operating loss carryforwards 11,200 9,981
Net pension costs 2,550 2,099
Allowance for bad debts 434 482
Accruals 307 1,083
Other 211 27
Valuation allowance (10,524) (7,690)
-------------------
5,161 7,016
Deferred income tax liability:
Depreciation 4,765 6,583
Other 396 433
-------------------
5,161 7,016
-------------------
Net deferred income taxes $ - $ -
----------------------------------------------------

Tax credit carryforwards primarily relate to federal alternative minimum taxes
of $0.9 million paid by the Company, which may be carried forward indefinitely
and applied against regular federal taxes. Operating tax loss carryforwards
primarily relate to U.S. federal net operating loss carryforwards of
approximately $27.9 million, which begin to expire in 2019.

A valuation allowance has been established for the amount of deferred income tax
assets as management has concluded that it is more-likely-than-not that the
benefits from such assets will not be realized.

The Company's policy is to classify interest and penalties related to uncertain
tax positions in income tax expense. The Company does not have any material
uncertain tax

positions in 2010 and 2009. The Company does not believe that the liability for
uncertain tax positions will change significantly in 2011.

The Company is subject to U.S. federal income tax as well as income tax in
multiple state and local jurisdictions and Canadian federal and provincial
income tax. Currently, no federal or state or provincial income tax returns are
under examination. The tax years 2006 through 2009 remain open to examination
by the major taxing jurisdictions and the 2005 tax year remains open to
examination by some state and local taxing jurisdictions to which the Company is
subject.

12. Accrued Liabilities

Accrued liabilities consist of the following:

-------------------------------------------------------------------
In thousands 2010 2009
-------------------------------------------------------------------

Deferred revenues $1,979 $1,375
Interest payable 1,259 332
Compensation and employee benefits 1,188 1,207
Taxes payable 561 529
Restructuring costs 309 -
Warranty obligations 291 389
Current portion of pension liability (see Note 16) 84 80
Other 1,884 1,746
---------------
$7,555 $5,658
-------------------------------------------------------------------

-------------------------------------------
In thousands 2010 2009
-------------------------------------------

Balance at beginning of year $ 389 $ 489
Provisions 16 42
Deductions (114) (142)
-------------
Balance at end of year $ 291 $ 389
-------------------------------------------

13. Long-Term Debt

Long-term debt consists of the following:

---------------------------------------------------------
In thousands 2010 2009
---------------------------------------------------------

8 1/4% Limited convertible senior
subordinated notes due 2012 $10,129 $10,129
9 1/2% Subordinated debentures
due 2012 1,057 1,057
Term loan - bank secured, due in
monthly installments through 2011 971 1,652
Revolving loan - bank secured 4,100 4,020
Real estate mortgages - secured, due
in monthly installments through 2012 2,444 2,285
Other 12 40
-----------------
18,713 19,183
Less portion due within one year 16,378 16,990
-----------------
Long-term debt $ 2,335 $ 2,193
---------------------------------------------------------

Payments of long-term debt due for the next five years are:

------------------------------------------------
In thousands 2011 2012 2013 2014 2015
------------------------------------------------

$16,378 $1,823 $57 $61 $394
------------------------------------------------

redeemed, in whole or in part, at par. The Company has not remitted the June 1,
2010 and December 1, 2010 semi-annual interest payments of $50,200 each to the
trustee. The non-payments constitute an event of default under the Indenture
governing the Debentures and the trustee, by notice to the Company, or the
holders of 25% of the principal amount of the Debentures outstanding, by notice
to the Company and the trustee, may declare the outstanding principal plus
interest due and payable immediately. During the continuation of any event
which, with notice or lapse of time or both, would constitute a default under
any agreement under which Senior Indebtedness is issued, if the effect of such
default is to cause, or permit the holder of Senior Indebtedness to become due
prior to its stated maturity, no payment (including any required sinking fund
payments) of principal, premium or interest shall be made on the Debentures
unless and until such default shall have been remedied, if written notice of
such default has been given to the trustee by the Company or the holder of
Senior Indebtedness. The failure to make the sinking fund and interest payments
are events of default under the Credit Agreement since it involves indebtedness
over $500,000 and no payment can be made to such trustee or the holders at this
time as such defaults have not been waived. At December 31, 2010, the total
amount outstanding under the Debentures is classified as Current portion of
long-term debt in the Consolidated Balance Sheets.

The Company has a bank Credit Agreement, as amended, which provides for a term
loan of $10.0 million, a non-revolving line of credit of up to $6.2 million
(which is no longer available) to finance the redemption of one-half of the 7
1/2% Subordinated Notes due 2006 (which were redeemed in June 2006 and are no
longer outstanding), and a revolving loan of up to $4.3 million, based on
eligible accounts receivable and inventory, at a variable rate of interest of
Prime plus 2.00%, with a floor of 6.00% (6.00% at December 31, 2010), which
matures May 1, 2011. In August 2010, the senior lender modified the Credit
Agreement to reduce the availability under the revolving loan from $5.0 million
to $4.3 million, amended the principal repayment schedule to defer the next
three monthly principal payments of $50,000 each until the maturity date and
removed the senior debt coverage ratio covenant test for the June 30, 2010 and
September 30, 2010 periods. As of December 31, 2010, the Company has drawn $4.1
million against the revolving loan facility, of which $0.2 million was available
for additional borrowing. The Credit Agreement requires an annual facility fee
on the unused commitment of 0.25%, and requires compliance with certain
financial covenants, as defined in the Credit Agreement, which include a
loan-to-value ratio of not of not more than 50% and a $1.0 million cap on
capital expenditures. As of December 31, 2010, the Company was in compliance
with the foregoing financial covenants, but was not in compliance with the
senior debt coverage ratio of not less than 1.25 to 1.0 (-0.25 to 1.0 at
December 31, 2010). The Company is in discussion with the senior lender to
waive the non-compliance, but has not been granted as of March 31, 2011. In
addition, the senior lender has waived the defaults on the Notes and the
Debentures, but in the event that the holders of the Notes or the Debentures or
trustees declare a default and begin to exercise any of their rights or remedies
in connection with the non-payment defaults, this shall constitute a separate
and distinct event of default and the senior lender may exercise any and all
rights or remedies it may have. In addition, the senior lender has waived the
default of non-payment of certain pension plan contributions, but in the event
that any government agency takes any enforcement action or otherwise exercises
any rights or remedies it may have, this shall constitute a separate and
distinct event of default and the senior lender may exercise any and all rights
or remedies it may have. The amounts outstanding under the Credit Agreement are
collateralized by all of the Display division assets.

On March 1, 2010, the Company refinanced it existing mortgage on its facility
located in Des Moines, Iowa. The refinancing was for $650,000 at a fixed rate
of interest of 6.50% payable in monthly installments, which matures March 1,
2015 and requires a compensating balance of $200,000. The Company used proceeds
of $390,000 to settle the prior debt and used the $260,000 balance for working
capital needs.

14. Stockholders' Equity

During 2010 and 2009, the Board of Directors did not declare any quarterly cash
dividends on the Company's Common Stock or on the Company's retired Class B
Stock in order to preserve cash and pay down debt. Each share of Class B Stock
was convertible at any time into one share of Common Stock and had ten votes per
share, as compared to Common Stock, which has one vote per share but receives a
10% higher dividend. On December 11, 2009, the stockholders approved an
amendment to the Corporation's Certificate of Incorporation to provide for

the automatic conversion of each share of Class B Stock into 1.3 shares of
Common Stock as provided in a Settlement Agreement approved by the United States
District Court for the Southern District of New York, and accordingly no Class B
Stock is outstanding at December 31, 2009 and 2010.

The Company also has 0.5 million shares of authorized and unissued capital stock
designated as Preferred Stock, $1.00 par value.

Shares of Common Stock reserved for future issuance in connection with
convertible securities and stock option plans were 23,000 and 26,000 at December
31, 2010 and 2009, respectively.

On February 16, 2010, the Board granted Mr. J.M. Allain, the Company's new
President and Chief Executive Officer, 50,000 shares of restricted Common Stock
from treasury shares which vest 50% after one year and the remaining 50% after
two years. The Company is recording stock compensation expense over the vesting
period and as of December 31, 2010 recorded $21,000 of stock compensation
expense.

Accumulated other comprehensive loss is comprised of $983,000 and $800,000 of
unrealized foreign currency translation gain at December 31, 2010 and 2009,
respectively, and $2,971,000 and $2,539,000 of unrecognized pension costs
at December 31, 2010 and 2009, respectively.
15. Engineering Development

Engineering development expense was $670,000 and $122,000 for the years ended
2010 and 2009, respectively, which are included in general and administrative
expenses in the Consolidated Statements of Operations. The 2010 engineering
development expense includes a $456,000 charge to write-off engineering software
in the second quarter.

16. Pension Plan

All eligible salaried employees of Trans-Lux Corporation and certain of its
subsidiaries are covered by a non-contributory defined benefit pension plan.
Pension benefits vest after five years of service and are based on years of
service and final average salary. The Company's general funding policy is to
contribute at least the required minimum amounts sufficient to satisfy
regulatory funding standards, but not more than the maximum tax-deductible
amount. As of December 31, 2003, the benefit service under the pension plan had
been frozen and, accordingly, there is no service cost for each of the two years
ended December 31, 2010. On April 30, 2009, the compensation increments were
frozen, and accordingly, no additional benefits are being accrued under the
plan. As a result, during 2009 the plan incurred a curtailment charge of
$53,000. In addition, due to lump-sum benefit payments, the plan also incurred
a settlement charge of $250,000 during 2009.

For 2010 and 2009, the accrued benefit obligation of the plan exceeded the fair
value of plan assets, due primarily to the plan's investment performance. The
Company's pension obligations for this plan exceeded plan assets by $4.6 million
at December 31, 2010.

The Company employs a total return investment approach whereby a mix of equities
and fixed income investments are used to maximize the long-term return of plan
assets for a prudent level of risk. The intent of this strategy is to minimize
plan expenses by outperforming plan liabilities over the long run. Risk
tolerance is established through careful consideration of plan liabilities, plan
funded status and corporate financial condition. The portfolio contains a
diversified blend of equity and fixed income investments. Investment risk is
measured and monitored on an ongoing basis through annual liability
measurements, periodic asset/liability studies and quarterly investment
portfolio reviews.

At December 31, 2010 and 2009, the Company's pension plan weighted average asset
allocations by asset category are as follows:

----------------------------------------------
2010 2009
----------------------------------------------

Guaranteed investment contracts 36.1% 40.4%
Equity and index funds 63.2 49.1
Bonds 0.4 1.9
Money market funds 0.3 8.6
-------------
100.0% 100.0%
----------------------------------------------

Bonds include $18,000 and $102,000 of the Company's Debentures for 2010 and
2009, respectively.

The pension plan asset information included below is presented at fair value.
ASC 820 establishes a framework for measuring fair value and required
disclosures about assets and liabilities measured at fair value. The fair value
of these assets are determined using a three-tier fair value hierarchy. Based
on this hierarchy, the Company determined the fair value of its money market
funds, equity and index funds using quoted market prices, a Level 1 or an
observable input, the guaranteed investment contracts and bonds, a Level 2 based
on observable inputs and quoted prices in markets that are not active. The
Company does not have any Level 3 pension assets, in which such valuation would
be based on unobservable measurements and management's estimates.

The following table presents the pension plan assets by level within the fair
value hierarchy as of December 31, 2010:

------------------------------------------------------------------
In thousands Level 1 Level 2 Level 3 Total
------------------------------------------------------------------

Guaranteed investment contracts $ - $1,908 $ - $1,908
Equity and index funds 3,344 - - 3,344
Bonds - 18 - 18
Money market funds 17 - - 17
--------------------------------
$3,361 $1,926 $ - $5,287
------------------------------------------------------------------

The funded status of the plan as of December 31, 2010 and 2009 is as follows:

--------------------------------------------------------------------
In thousands 2010 2009
--------------------------------------------------------------------

Change in benefit obligation:
Projected benefit obligation at beginning of year $ 9,252 $ 9,905
Interest cost 539 571
Settlement/curtailment charges - (416)
Actuarial loss 662 159
Benefits paid (541) (967)
-----------------
Projected benefit obligation at end of year 9,912 9,252
-----------------

Change in plan assets:
Fair value of plan assets at beginning of year 5,441 5,430
Actual return on plan assets 340 725
Company contributions 47 253
Benefits paid (541) (967)
-----------------
Fair value of plan assets at end of year 5,287 5,441
-----------------

Funded status (underfunded) $(4,625) $(3,811)
=================

Amounts recognized in other
accumulated comprehensive loss:

Net actuarial loss $ 4,456 $ 4,023
Unrecognized prior service cost - -
-----------------
$ 4,456 $ 4,023
=================
Weighted average assumptions as of December 31:
Discount rate:
Components of cost 5.75% 6.25%
Benefit obligations 6.00% 6.00%
Expected return on plan assets 8.00% 8.00%
Rate of compensation increase N/A N/A
--------------------------------------------------------------------

The Company determines the long-term rate of return for plan assets by studying
historical markets and the long-term relationships between equity securities and
fixed income securities, with the widely-accepted capital market principal that
assets with higher volatility generate higher returns over the long run. The
8.0% expected long-term rate of return on plan assets is determined based on
long-term historical performance of plan assets, current asset allocation and
projected long-term rates of return.

In 2011, the Company expects to amortize $347,000 of actuarial losses to pension
expense. The accumulated benefit obligation at December 31, 2010 and 2009 was
$9.9 million and $9.3 million, respectively. The minimum required contribution
for 2011 is expected to be $84,000, which is included in Accrued liabilities in
the Consolidated Balance Sheets. The long-term pension liability is $4.5
million and is included in Deferred pension liability and other in the
Consolidated Balance Sheets. In March 2011 and 2010, the Company submitted to
the Internal Revenue Service requests for waivers of the minimum funding
standard for its defined benefit plan. The waiver requests were submitted as a
result of the current economic climate and the current business hardship that
the Company is experiencing. The waivers, if granted, will defer payment of
$559,000 and $285,000 of the minimum funding standard for the 2010 and 2009 plan
years, respectively. If the waivers are not granted, the Pension Benefit
Guaranty Corporation and the Internal Revenue Service have various enforcement
remedies they can implement to protect the participant's benefits; such as
termination of the plan and require the Company to make the unpaid
contributions. The senior lender has waived the default of non-payment of
certain pension plan contributions, but in the event that any government agency
takes any enforcement action or otherwise exercises any rights or remedies it
may have, this shall constitute a separate and distinct event of default and the
senior lender may exercise any and all rights or remedies it may have. At this
time, the Company is hoping to make its required contributions for the 2011 plan
year; however there is no assurance that the Company will be able to make all
payments.

Expected projected benefit payments due for the next five years are:

--------------------------------------------
In thousands 2011 2012 2013 2014 2015
--------------------------------------------

$931 $564 $396 $598 $644
--------------------------------------------

The following table presents the components of the net periodic pension cost for
the two years ended December 31, 2010:

--------------------------------------------------
In thousands 2010 2009
--------------------------------------------------

Interest cost $ 539 $ 571
Expected return on plan assets (416) (428)
Amortization of prior service cost - 6
Amortization of net actuarial loss 306 273
Settlement/curtailment charges - 303
-------------
Net periodic pension cost $ 429 $ 725
--------------------------------------------------

The following table presents the change in unrecognized pension costs recorded
in other comprehensive loss as of December 31, 2010 and 2009:

----------------------------------------------
In thousands 2010 2009
----------------------------------------------

Balance at beginning of year $4,023 $5,158
Net actuarial loss (gain) 738 (553)
Recognized loss (305) (273)
Settlement charge - (250)
Curtailment charge - (53)
Recognized prior service cost - (6)
---------------
Balance at end of year $4,456 $4,023
----------------------------------------------

In addition, the Company provided unfunded supplemental retirement benefits for
the retired, former Chief Executive Officer. During 2009 the Company accrued
$0.5 million for such benefits. The Company does not offer any post-retirement
benefits other than the pension and supplemental retirement benefits described
herein.

17. Share-Based Compensation

The Company accounts for all share-based payments to employees and directors,
including grants of employee stock options, at fair value and expenses the
benefit in the Consolidated Statements of Operations over the service period
(generally the vesting period). The fair value of each stock option granted is
estimated on the date of grant using the Black-Scholes pricing valuation model,
which requires various assumptions including estimating stock price volatility,
expected life of the stock option and risk free interest rate. The Company
applies an estimated forfeiture rate in calculating the period expense. The
Company has not experienced any forfeitures that would need to be taken into
consideration in its calculations.

The Company has three stock option plans. Under the 1995 Stock Option Plan,
125,000 shares of Common Stock were authorized for grant to key employees.
Under the Non-Employee Director Stock Option Plan, 30,000 shares of Common Stock
were authorized for grant. Under the Non-Statutory Stock Option Agreement,
10,000 shares of Common Stock were authorized and issued to the former Chairman
of the Board.

Changes in the stock option plans are as follows:

--------------------------------------------------------------------
Weighted
Average
Number of Shares Exercise
Authorized Granted Available Price
--------------------------------------------------------------------

Balance January 1, 2009 44,000 33,500 10,500 $5.22
Expired (5,000) (11,500) 6,500 5.18
Granted - 4,000 (4,000) 0.91
---------------------------
Balance December 31, 2009 39,000 26,000 13,000 4.57
Expired - (3,000) 3,000 5.03
Granted - - - -
---------------------------
Balance December 31, 2010 39,000 23,000 16,000 4.51
--------------------------------------------------------------------

Under the 1995 Stock Option Plan, option prices must be at least 100% of the
market value of the Common Stock at time of grant. No option may be exercised
prior to one year after date of grant. Exercise periods are for ten years from
date of grant and terminate at a stipulated period of time after an employee's
termination of employment. At December 31, 2010, options for 7,500 shares with
exercise prices ranging from $6.10 to $7.00 per share were outstanding, all of
which were exercisable. During 2010, no options were exercised, granted or
expired. During 2009, no options were exercised or granted, and options for
5,000 shares expired. No additional options can be granted under the 1995 Plan.

Under the Non-Employee Director Stock Option Plan, option prices must be at
least 100% of the market value of the Common Stock at time of grant. No option
may be exercised prior to one year after date of grant and the optionee must be
a director of the Company at time of exercise, except in certain cases as
permitted by the Compensation Committee. Exercise periods are for six years
from date of grant and terminate at a stipulated period of time after an
optionee ceases to be a director. At December 31, 2010, options for 5,500
shares with exercise prices ranging from $0.65 to $6.25 per share were
outstanding, all of which were exercisable. During 2010, no options were
granted, and options for 3,000 shares expired; no options were exercised.
During 2009, options for 4,000 shares were granted with exercise prices ranging
from $0.65 to $1.10 per share, and options for 6,500 shares expired; no options
were exercised.

Under the Non-Statutory Stock Option Agreement for the former Chairman of the
Board, the option price must be at least 100% of the market value of the Common
Stock at time of grant and the exercise period is for 10 years from date of
grant. At December 31, 2010, the options for 10,000 shares with an exercise
price of $4.025 were

outstanding and exercisable. During 2010 and 2009, no options were exercised,
granted or expired.

The following tables summarize information about stock options outstanding at
December 31, 2010:

---------------------------------------------------------------
Weighted
Average Weighted
Range of Remaining Average Aggregate
Exercise Number Contractual Exercise Intrinsic
Prices Outstanding Life Price Value
---------------------------------------------------------------

$0.65 - $1.99 3,500 4.7 $0.88 -
2.00 - 5.99 11,000 1.0 4.01 -
6.00 - 6.99 3,500 1.3 6.14 -
7.00 - 7.99 5,000 3.3 7.00 -
------ -------
23,000 2.1 4.51 -
---------------------------------------------------------------

---------------------------------------------------------------
Weighted
Range of Average Aggregate
Exercise Number Exercise Intrinsic
Prices Exercisable Price Value
---------------------------------------------------------------

$0.65 - $1.99 3,500 $0.88 -
2.00 - 5.99 11,000 4.01 -
6.00 - 6.99 3,500 6.14 -
7.00 - 7.99 5,000 7.00 -
------ -------
23,000 4.51 -
---------------------------------------------------------------

All outstanding option prices are substantially over the current market price.
As of December 31, 2010, there was no unrecognized compensation cost related to
non-vested options granted under the Plans.

No options were granted in 2010. The estimated fair value of options granted
during 2009 was $0.56 per share. The fair value of options granted under the
Company's stock option plans during 2009 was estimated on dates of grant using
the Black-Scholes model with the following weighted average assumptions used:

----------------------------------------------
2009
----------------------------------------------

Dividend yield -
Expected volatility 120.94%
Risk free interest rate 4.56%
Expected lives of option grants (years) 4.0
----------------------------------------------

18. Loss Per Common Share

Basic loss per common share is computed by dividing net loss by the weighted
average number of common shares outstanding for the period. In years when the
Company reports net income, diluted per common share amounts are calculated by
adjusting net income by the weighted average number of common shares
outstanding, adjusted for shares that would be assumed outstanding after
convertible debt conversion and stock options vested under the treasury stock
method. At December 31, 2010 and 2009, there were outstanding stock options to
purchase 23,000 and 22,500 shares of Common Stock, respectively, which were
excluded from the calculation of diluted loss per share because their impact
would have been anti-dilutive.

19. Commitments and Contingencies

Commitments: The Company has employment agreements with certain executive
officers, which expire at various dates through February 2012, and a consulting
agreement with a private consulting company owned by the family of a certain
former board member who is a former officer of the Company and performed the
consulting services on behalf of the consulting company, which expires December
2014. At December 31, 2010, the aggregate commitment for future salaries and
consulting fees, excluding bonuses, was approximately $1.2 million. Contractual
salaries/consulting expense was $939,000 and $1.1 million for the years ended
December 31, 2010 and 2009, respectively.

Contingencies: The Company is subject to legal proceedings and claims which
arise in the ordinary course of its business and/or which are covered by
insurance that it believes individually and in the aggregate will not have a
material adverse effect on the consolidated financial position or operations of
the Company.

Operating leases: Certain premises are occupied under operating leases that
expire at varying dates through 2013. Certain of these leases provide for the
payment of real estate taxes and other occupancy costs. Future minimum lease
payments due under operating leases at December 31, 2010 aggregating $552,000
are as follows: $290,000 - 2011, $185,000 - 2012, $77,000 - 2013, $0 - 2014, $0
- 2015. Rent expense was $395,000 and $629,000 for the years ended December 31,
2010 and 2009, respectively.

20. Business Segment Data

Operating segments are based on the Company's business components about which
separate financial information is available, and are evaluated regularly by the
Company's chief operating decision makers in deciding how to allocate resources
and in assessing performance.

The Company evaluates segment performance and allocates resources based upon
operating income. The Company's operations are managed in four 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 United States. The Company also has operations in Canada.
The Indoor display and Outdoor display segments are differentiated

primarily by the customers they serve. The new LED lighting segment intends to
sell energy-saving lighting solutions that provide facilities and public
infrastructure with "green" lighting solutions that emit less heat, save energy
and enable creative designs. The Real estate rental segment owns and operates
an income-producing property. Segment operating (loss) income is shown after
cost of revenues and sales, general and administrative expenses directly
associated with the segment. Corporate general and administrative items relate
to costs that are not directly identifiable with a segment. There are no
intersegment sales.

Foreign revenues represent 11% of the Company's revenues and are presented in
the following table. The foreign operation does not manufacture its own
equipment; the domestic operation provides the equipment that the foreign
operation leases or sells. The foreign operation operates similarly to the
domestic operation and has similar profit margins. Foreign assets are
immaterial.

Information about the Company's continuing operations in its four business
segments as of December 31, 2010 and 2009 and for the two years ended December
31, 2010 is as follows:

----------------------------------------------------------------
In thousands 2010 2009
----------------------------------------------------------------

Revenues:
Indoor display $ 6,937 $ 8,163
Outdoor display 17,139 20,140
LED lighting - -
Real estate rental 231 245
-----------------
Total revenues $24,307 $28,548
-----------------
Operating (loss) income:
Indoor display $(2,185) $(1,807)
Outdoor display (59) 1,384
LED lighting (202) -
Real estate rental 165 164
Corporate general and administrative expenses (3,245) (4,093)
-----------------
Total operating loss (5,526) (4,352)
Interest expense, net (1,591) (1,693)
Write-off of note receivable, net - (2,696)
-----------------
Loss from continuing operations
before income taxes (7,117) (8,741)
Income tax benefit (expense) 19 (54)
-----------------
Net loss from continuing operations $(7,098) $(8,795)
----------------------------------------------------------------
Assets:
Indoor display $15,708 $18,204
Outdoor display 15,566 16,889
LED lighting - -
Real estate rental 1,769 1,791
Discontinued operations 1 55
-----------------
Total identifiable assets 33,044 36,939
General corporate 398 944
-----------------
Total assets $33,442 $37,883
-----------------
Depreciation and amortization:
Indoor display $ 3,846 $ 4,365
Outdoor display 1,286 1,359
LED lighting - -
Real estate rental 43 49
General corporate 128 210
-----------------
Total depreciation and amortization $ 5,303 $ 5,983
-----------------
Capital expenditures:
Indoor display $ 1,046 $ 1,667
Outdoor display 368 968
LED lighting - -
Real estate rental - 7
General corporate 11 -
-----------------
Total capital expenditures $ 1,425 $ 2,642
----------------------------------------------------------------
Geographic revenues:
United States $21,578 $26,412
Canada 1,769 1,456
Elsewhere 960 680
-----------------
Total Revenues $24,307 $28,548
----------------------------------------------------------------

21. Subsequent Events

The Company has not remitted the March 1, 2011 semi-annual interest payment on
the Notes to the trustee. See Note 13 - Long-Term Debt.

Subsequent to the end of the year, the Company submitted to the Internal Revenue
Service a request for waiver of the minimum funding standard for its defined
benefit plan. See Note 16 - Pension Plan.

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
Trans-Lux Corporation
Norwalk, Connecticut

We have audited the accompanying consolidated balance sheet of Trans-Lux
Corporation as of December 31, 2010 and the related consolidated statement of
operations, comprehensive loss, stockholders' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Trans-Lux
Corporation at December 31, 2010, and the results of its operations and its cash
flows for the year ended December 31, 2010, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and has a significant working capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Further, the Company is in
default of the indenture agreements governing its outstanding 9 1/2%
Subordinated debentures due 2012 (the "Debentures") and its 8 1/4% Limited
convertible senior subordinated notes due 2012 (the "Notes") so that the
trustees or holders of 25% of the outstanding Debentures and Notes have the
right to demand payment immediately. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ BDO USA, LLP
Melville, NY
March 31, 2011

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Trans-Lux Corporation

We have audited the accompanying consolidated balance sheet of Trans-Lux
Corporation and subsidiaries (the "Company") as of December 31, 2009, and the
related consolidated statements of operations, comprehensive loss, stockholders'
equity, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we were engaged to perform, an audit of the Company's
internal controls over financial reporting. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2009, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to
the consolidated financial statements, the Company has incurred significant
recurring losses from continuing operations and has a significant working
capital deficiency. In 2009, the Company had a loss from continuing operations
of $8.8 million and has a working capital deficiency of $16.0 million as of
December 31, 2009. Further, the Company is in default of the indenture
agreements governing its outstanding 9 1/2% Subordinated debentures (the
"Debentures") and its 8 1/4% Limited convertible senior subordinated notes (the
"Notes") so that the trustees or holders of 25% of the outstanding Debentures
and Notes have the right to demand payment immediately. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.

/s/ UHY LLP

Hartford, Connecticut
April 15, 2010

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. As of the end of
the period covered by this Annual Report, we carried out an
evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial
Officer (its principal executive officer and principal financial
officer), of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Our Chief
Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in the reports that we file
or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission and that such information is
accumulated and communicated to our management (including our Chief
Executive Officer and Chief Financial Officer) to allow timely
decisions regarding required disclosures. Based on such evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded
these disclosure controls are effective as of December 31, 2010.

(b) Changes in internal control over financial reporting. There has been
no change in the Company's internal control over financial reporting
that occurred in the fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

(c) Management's Report on Internal Control Over Financial Reporting. The
management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting for the
Company as defined in Rule 13a-15(f) under the Securities Exchange Act
of 1934. A company's internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting
principles generally accepted in the United States of America. A
company's internal control over financial reporting includes policies
and procedures that (1) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America, and
that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the
Company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of
the Company's assets that could have a material effect on the
financial statements. Our internal control system was designed to
provide reasonable assurance to our management and Board of Directors
regarding the preparation and fair presentation of published financial
statements. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. This annual report does not
include an attestation report of the Company's registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to the Securities and
Exchange Commission that permit the Company to provide only
management's report in this annual report.

The Company's management assessed its internal control over financial
reporting as of December 31, 2010 using the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Management, including the Company's Chief Executive Officer
and its Chief Financial Officer, based on their evaluation of the
Company's internal control over financial reporting (as defined in
Securities Exchange Act Rule 13a-15(f)), have concluded that the
Company's internal control over financial reporting was effective as
of December 31, 2010.

ITEM 9B. OTHER INFORMATION

All information required to be reported in a report on Form 8-K during the
fourth quarter covered by this Form 10-K has been reported.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The directors of the Company and their ages are as follows:

-------------------------------
Name Age
-------------------------------

Glenn J. Angiolillo 57
Jean Firstenberg + 75
Howard S. Modlin 79
Michael R. Mulcahy 62
George W. Schiele 79
Angela D. Toppi 55
Salvatore J. Zizza + 65
-------------------------------

+ Member of the Audit Committee

Directors:

Glenn J. Angiolillo has served as a director since 2009 when he was elected an
independent director. Mr. Angiolillo is currently President of GJA Corp., a
consulting and advisory firm specializing in wealth management since 1998; a
Director of LICT Corp., formerly known as Lynch Interactive Corp.; Director of
NYMagic, Inc.; and a Director of Gaylord Entertainment Co. Previously, Mr.
Angiolillo was a partner and member of the Management Committee in the law firm
of Cummings & Lockwood where he concentrated in the areas of corporate law,
mergers and acquisitions and banking and finance. Mr. Angiolillo was elected a
director in accordance with a Settlement Agreement approved by the United States
District Court for the Southern District of New York described in the Company's
proxy statement for the December 11, 2009 Annual Meeting of Stockholders. Mr.
Angiolillo's experience and service to other boards of directors allows him to
make valuable contributions to the Board.

Jean Firstenberg has served as a director since 1989 when she was elected an
independent director. Ms. Firstenberg is President Emerita and a member of the
Board of Trustees of the American Film Institute. She was President and Chief
Executive Officer of the American Film Institute from 1980 to 2007. She is
Chair of the Citizen's Stamp Advisory Committee; a member of the Board of
Trustees of Women's Sports Foundation; and was formerly a Trustee of Boston
University. As President and Chief Executive Officer of the American Film
Institute for 27 years, Ms. Firstenberg brings valuable insight into the
operational requirements and strategic planning process of a company. In
addition, Ms. Firstenberg's more than 20 years of experience as a Director of
Trans-Lux and her prior role as Chairperson of the Audit Committee gives her a
deep understanding of the Company and its operations.

Howard S. Modlin has served as a director since 1975 and is an attorney and
President of the firm Weisman Celler Spett & Modlin, P.C.; and Chairman and
Chief Executive Officer of General DataComm Industries, Inc. Previously, Mr.
Modlin was a Director of Fedders Corporation. Mr. Modlin's extensive legal
background and role as Chairman and Chief Executive Officer of General DataComm
Industries brings valuable insight into the operational requirements and
strategic planning process of a company. In addition, Mr. Modlin's extensive
experience and his more than 35 years of service on the Board make him a
valuable Director. In addition, Mr. Modlin also serves as Chairman of the
Compensation Committee.

Michael R. Mulcahy has served as a director since 2002 and was the President
and Chief Executive Officer of Trans-Lux Corporation until his retirement on
December 31, 2009. He was formerly Co-Chief Executive Officer of Trans-Lux
Corporation. Mr. Mulcahy spent over 42 years employed at Trans-Lux and was
involved with numerous organization changes, including those initiated while he
was President and Chief Executive Officer, which gives him a deep knowledge

and insight of the Company. His service as both a Director and in management
makes him well qualified to serve as a Director.

George W. Schiele has served as a director since 2009 when he was elected an
independent director. In September 2010, Mr. Schiele was elected by the Board
to serve as Chairman of the Board (a non-executive position) of Trans-Lux
Corporation. Mr. Schiele is currently President of George W. Schiele, Inc., a
holding company; President and Trustee of LAL Family Partners LP; President and
Trustee of 4003 Corporation; a Director of Connecticut Innovations, Inc. and
Chairman of its Investment Committee; and a Director and Executive Board member
of The Yankee Institute. Mr. Schiele was elected in accordance with a
Settlement Agreement approved by the United States District Court for the
Southern District of New York described in the Company's proxy statement for the
December 11, 2009 Annual Meeting of Stockholders. Mr. Schiele's experience and
service to other boards of directors allows him to make valuable contributions
to the Board.

Angela D. Toppi has served as a director since 2009 and has been Executive Vice
President, Treasurer, Secretary and Chief Financial Officer of Trans-Lux
Corporation for the past nine years. Ms. Toppi's extensive leadership
experience at Trans-Lux for over 24 years of service and involvement with
numerous restructuring and organizational transactions gives her a deep
understanding of the Company. Ms. Toppi is a Certified Public Accountant. As
Chief Financial Officer, Ms. Toppi provides valuable insight to the Board.

Salvatore J. Zizza has served as a director since 2009 when he was elected an
independent director. In September 2010, Mr. Zizza was elected by the Board to
serve as Vice Chairman of the Board (a non-executive position) of Trans-Lux
Corporation. Mr. Zizza is currently the Chairman of Zizza & Co. Ltd.;
Chairman of Metropolitan Paper Recycling; Chairman of Bethlehem Advanced
Materials; a Director of Hollis-Eden Pharmaceuticals; and a Director of several
of the Gabelli open and closed-end funds, including The Gabelli Equity Trust,
The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible and
Income Securities Fund, The Gabelli Utility Trust Fund, The Gabelli Global
Multimedia Trust, The Gabelli Equity Series Fund, The Gabelli Dividend and
Income Trust, The Gabelli Gold Fund, The Gabelli International Growth Fund, The
Gabelli Global Gold & Natural Resources Fund, and the GAMCO Westwood Funds.
Previously, Mr. Zizza was a Director of Earl Scheib, Inc. Mr. Zizza was
elected in accordance with a Settlement Agreement approved by the United States
District Court for the Southern District of New York described in the Company's
proxy statement for the December 11, 2009 Annual Meeting of Stockholders. Mr.
Zizza's extensive experience and service to numerous other boards of directors
allows him to provide valuable contributions to the Board. In addition, Mr.
Zizza also serves as Chairman of the Audit Committee.

Meetings of the Board of Directors and Certain Committees:

During 2010, the Board of Directors held 11 meetings. All directors attended
75% or more of such meetings and of the meetings of the committees of which they
were members. The Company does not have a formal policy regarding directors'
attendance at annual stockholders meetings. Nevertheless, the Company strongly
encourages and prefers that directors attend regular and special Board meetings
as well as the annual meeting of stockholders in person, although attendance by
teleconference is considered acceptable. The Company recognizes that attendance
of the Board members at all meetings may not be possible, and excuses absences
for good cause.

Non-employee directors are due to receive an annual fee of $2,800, as well as
$800 for each meeting of the Board attended ($400 for telephonic meetings),
while employee directors are due to receive an annual fee of $1,360 and $320 for
each meeting of the Board attended ($160 for telephonic meetings). Mr. Gene
Jankowski, the former Chairman, received an annual fee of $1,600 as Chairman of
the Board, Mr. Angiolillo, the former interim Chairman of the Board, received
a fee of $15,000 and Mr. Victor Liss, the former Vice Chairman, received an
annual fee of $200 as Vice Chairman of the Board. Fees for members of the Board
and Committees are determined annually by the entire Board of Directors based on
review of compensation paid by other similar size companies, the amounts
currently paid by the Company, the overall policy for determining compensation
paid to officers and employees of the Company and the general financial
condition of the Company. During 2010, the Board has deferred payment of their
fees.

Corporate Governance Policies and Procedures

The Board of Directors has adopted a Code of Business Conduct and Ethics
Guidelines that applies specifically to Board Members and Executive Officers.
The Code is designed to promote compliance with applicable laws and regulations,
and to

promote honest and ethical conduct, including full, fair, accurate and timely
disclosure in reports and communications with the public. The Code is available
for viewing on the Company's website at www.trans-lux.com. Any amendments to,
or waivers from, the Code of Business Conduct and Ethics Guidelines will be
posted on the website. In addition, the Board of Directors adopted a Whistle
Blowing policy, which provides procedures for the receipt, retention and
treatment of complaints received by the Company regarding accounting, internal
accounting controls and auditing matters, as well as the confidential, anonymous
submission of concerns regarding questionable accounting or auditing practices.

The Company maintains the same requirements as NYSE Amex listed company's for
director independence The company's Board of Directors must consist of a
majority of independent directors as defined in Section 803A of such NYSE Amex
Company Guide, unless the company is considered a Smaller Reporting Company as
defined in Securities Exchange Act of 1934 ("Exchange Act") Rules. In
accordance with the NYSE Amex Company Guide, Section 801(h), the Company is
presently considered a Smaller Reporting Company, and therefore, is only
required to maintain a board of directors consisting of at least 50% independent
directors.

Corporate Leadership Structure

Two separate individuals serve as the Company's Chairman of the Board and Chief
Executive Officer. The Chairman is not an executive officer. He provides
leadership to the Board in the fulfillment of his responsibilities in presiding
over Board meetings. He also presides over meetings of the stockholders. The
Chief Executive Officer, who is not currently a director, is responsible for
directing the operational activities of the Company.

Risk Management

Our Board and Audit Committee are actively involved in risk management. Both
the Board and Audit Committee regularly review the financial position of the
Company and operations of the Company and other relevant information, especially
cash management and risks associated with the Company's financial position and
operations.

Communication with the Board of Directors

Security holders are permitted to communicate with the members of the Board by
forwarding written communications to the Company's Corporate Secretary at the
Company's headquarters in Norwalk, Connecticut. The Corporate Secretary will
present all communications, as received and without screening, to the Board at
its next regularly scheduled meeting.

Committees of the Board of Directors

The Board of Directors has appointed a Compensation Committee, an Audit
Committee and a Nominating Committee.

Compensation Committee

The members of the Compensation Committee of the Board of Directors are Messrs.
Angiolillo, Modlin and Schiele and Ms. Firstenberg. The Compensation Committee
reviews compensation and other benefits. The Compensation Committee held one
meeting in 2010. None of the members of the Compensation Committee are or have
been an officer or employee of the Company. The Compensation Committee does not
have a charter. There are no compensation committee interlock relationships
with respect to the Company. Members of said Committee receive a fee of $320
for each meeting of the Committee they attend and the Chairman, Mr. Modlin,
receives an annual fee of $1,600.

Audit Committee

The members of the Audit Committee of the Board of Directors are Mr. Zizza and
Ms. Firstenberg. Mr. Modlin served in an ex officio capacity until February
10, 2010, and resigned in order to comply with NYSE Amex Company Guide
requirements. Each of the directors are considered "independent" as defined by
the NYSE Amex Company Guide. The Committee operates under a formal written
charter approved by the Committee and adopted by the Board of Directors. The
Board of Directors has determined that Mr. Zizza meets the definition of "audit
committee financial expert" set forth in Item 407 of Regulation S-K, as
promulgated by the Securities and Exchange Commission ("SEC"). The Audit
Committee held 6 meetings in 2010. The responsibilities of the Audit Committee
include the appointment of the auditors, review of the audit function and

material aspects thereof with the Company's independent auditors, and compliance
with Company policies and applicable laws and regulations. Members of said
Committee receive a fee of $400 for each meeting of the Committee they attend
and the Chairman, Mr. Zizza, receives an annual fee of $2,400 and $100 for each
quarterly telephonic meeting with the independent auditors.

Nominating Committee

The Company's Nominating Committee was established at the December 11, 2009
meeting of the Board of Directors in accordance with the NYSE Amex Company Guide
requirements. Previously the Company was considered a controlled company, and
therefore, was not required to have a nominating committee. A written charter
for the Nominating Committee has been adopted. The Committee recommends for
consideration by the Board of Directors, Nominees for election of directors at
the Company's Annual Meeting. Except as qualified below in connection with the
settlement of a lawsuit, director nominees are considered on the basis of, among
other things, experience, expertise, skills, knowledge, integrity, understanding
the Company's business and willingness to devote time and effort to Board
responsibilities. The Committee does not have a separate policy regarding
diversity of the Board. Three of the directors, Glenn J. Angiolillo, George W.
Schiele and Salvatore J. Zizza (the "Gamco Nominees") were elected in
accordance with a Settlement Agreement approved by the United States District
Court for the Southern District of New York described in the Company's proxy
statement for the December 11, 2009 Annual Meeting of Stockholders. If any of
them or their replacements is unwilling or unable to serve as a director prior
to the 2012 Annual Meeting of Stockholders, the Company, consistent with duties
and obligations under Delaware law, shall use its best efforts to replace said
director with a nominee suggested by the Gabelli parties, consisting of Gabelli
Funds, LLC, Gamco Asset Management, Inc., Gabelli Cap Growth Fund, Gabelli
Global Multimedia Trust, Inc., Gabelli Dividend and Income Trust and Gabelli
Convertible Fund.

The members of the Nominating Committee of the Board of Directors are Messrs.
Angiolillo, Schiele and Zizza and Ms. Firstenberg, each of whom is independent
in accordance with the NYSE Amex Company Guide requirements. The Nominating
Committee is responsible for identifying, researching and nominating directors
for election by our stockholders and selecting nominees to fill vacancies on our
Board of Directors or a committee of the Board. The Nominating Committee was
established on December 11, 2009. During 2010, the Nominating Committee met
twice to discuss, among other things, nominating the directors for election by
our stockholders at our annual meeting.

Corporate Governance Committee

The Board of Directors has not established a corporate governance committee.
The Board of Directors acts as the corporate governance committee.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

The Company's executive officers and directors are required under Section 16(a)
of the Securities Exchange Act of 1934 to file reports of ownership and changes
in ownership with the SEC. Copies of those reports must also be furnished to
the Company. Based solely on a review of the copies of reports furnished to the
Company for the year ended December 31, 2010, the Company's executive officers
and directors have complied with the Section 16(a) filing requirements.

Executive Officers

The following executive officers were elected by the Board of Directors for the
ensuing year and until their respective successors are elected:

----------------------------------------------------------------
Name Office Age
----------------------------------------------------------------

Jean-Marc Allain President and Chief Executive Officer 41
Angela D. Toppi Executive Vice President, Treasurer, 55
Secretary and Chief Financial Officer
Al L. Miller Executive Vice President 65
Karl P. Hirschauer Senior Vice President 65
Thomas F. Mahoney Senior Vice President 63
----------------------------------------------------------------

Mr. Allain became the President and CEO of Trans-Lux Corporation on February
16, 2010. Mr. Allain served as President of Panasonic Solutions Company from
July 2008 through October 2009; Vice President of Duos Technologies from August
2007 through June 2008; General Manager of Netversant Solutions from October
2004 through June 2005; and Vice President of Adesta, LLC from May 2002 through
September 2004. Mr. Allain has familiarity with the operational requirements
of complex organizations and has experience dealing with reorganizations and
turnarounds. Messrs. Miller, Hirschauer, Mahoney and Ms. Toppi have each been
associated in an executive capacity with the Company for more than five years.

The information required by Items 405, 406 and 407 of Regulation S-K is
incorporated herein by reference to the Sections entitled "Compliance with
Section 16(a) of the Securities Exchange Act of 1934," "Code of Ethics" and
"Corporate Governance" in the Company's Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

Compensation Discussion and Analysis: All matters concerning executive
compensation for the Chief Executive Officer and other executive officers are
considered by the Company's Compensation Committee. The following paragraphs
discuss the principles underlying our executive compensation decisions and the
most important factors relevant to an analysis of these decisions. It provides
qualitative information regarding the manner and context in which compensation
is awarded to and earned by our executive officers and places in perspective the
data presented in the tables and other quantitative information that follows
this section.

Our compensation of executives is designed to attract, as needed, individuals
with the skills necessary for us to achieve our business plan, to reward those
individuals fairly over time, and to retain those individuals who continue to
perform at or above our expectations, without incurring risk-taking incentives
that are reasonable likely to have a material adverse effect on the Company.
Our executives' compensation has three primary components - base salary, a
yearly cash incentive bonus and stock option/restricted stock awards.

Base Salary. We fix the base salary of each of our executives at a level we
believe enables us to hire and retain individuals in a competitive environment
and rewards satisfactory individual performance and a satisfactory level of
contribution to our overall business goals. We also take into account the base
salaries paid by similarly sized companies and the base salaries of other
companies with which we believe we compete for talent. To this end, we
subscribe to certain executive compensation surveys and other databases and
review them when making a crucial executive hiring decision and annually or at
the end of the term of the employment agreement when we review executive
compensation.

Cash Incentive Bonus. We designed the cash incentive bonuses for each of our
executives to focus the executive on achieving key financial and/or operational
objectives within a yearly time horizon, as described in more detail below.

Stock Options/Restricted Stock. We use stock options or restricted stock awards
when employment agreements are entered into and/or to reward long-term
performance; these options are intended to produce value for each executive if
the Company's performance is outstanding and if the executive has an extended
tenure and are also based on availability of options.

We view the three primary components of our executive compensation as related
but distinct. Although we review total compensation, we do not believe that
significant compensation derived from one component of compensation should
negate or reduce compensation from other components. We determine the
appropriate level for each compensation component based in part, but not
exclusively, on our view of internal equity and consistency, individual
performance and other information we deem relevant, such as the survey data
referred to above. We believe that salary and cash incentive bonuses are
primary considerations and that stock options are secondary considerations.
Except as described below, we have not adopted any formal or informal policies
or guidelines for allocating compensation between long-term and currently paid
out compensation, between cash and non-cash compensation, or among different
forms of compensation. This is due to the small size of our executive team and
the need to tailor each executive's award to attract and retain that executive.

In addition to the three primary components of compensation described above, we
provide our executives with benefits that are generally available to our
salaried employees. These benefits include health and medical benefits,
flexible spending plans and life insurance. We also provide our executive
officers with severance and certain additional benefits in the event of a change
of control of the Company, as described in more detail below. However, for the
first time the Company, as an inducement to Mr. Allain to enter into an
employment contract, granted him 50,000 restricted shares of Common Stock, of
which 50% vested on February 16, 2010 and the remaining 50% will vest on
February 16, 2011, provided Mr. Allain is employed by the Company on that date.

We account for the equity compensation expense for our employees under FASB
Accounting Standards Codification Topic 718, which requires us to estimate and
record an expense for each award of equity compensation over the service period
of the award. Accounting rules also require us to record cash compensation as
an expense at the time the obligation is accrued. No stock options were awarded
during 2010 to any employees, and therefore, the Company did not record any
related compensation expense. There are no stock option plans currently in
effect providing for the grant of new options to employees.

Cash Incentive Bonuses. Yearly cash incentive bonuses for our executives are
established as part of their respective individual employment agreements. Each
of these employment agreements provides that the executive will receive a cash
incentive bonus determined in the discretion of our Board of Directors, based
upon the financial performance of the Company. These criteria are established
by the Compensation Committee and approved by the full Board of Directors at the
time the individual employment agreement is entered into and includes specific
objectives relating to the achievement of operational and/or financial results.
Based on the results of the Company, no cash incentive bonuses were paid for the
year ended December 31, 2010.

Severance and Change in Control Benefits. Each of our executives has a
provision in his/her employment agreement providing for certain severance
benefits in the event of termination without cause. The severance provisions
are described below in the section entitled "Employment Agreements."

In addition to the severance benefits, Ms. Toppi's employment agreement
provides for a "Change in Control of Employer" provision, entitling her to
terminate the agreement on 75 days prior written notice and receive a lump sum
payment, grossed up for taxes if subject to Section 4999 of the Internal Revenue
Code of 1986 if such payment is deemed to be an "excess parachute payment" under
Section 280G of the Internal Revenue Code of 1986, and the option of extending
her agreement for three (3) years at her then current salary subject to the
cost-of-living adjustment if such Change in Control is approved.

Supplemental Executive Retirement Agreement. Former President and Chief
Executive Officer Michael R. Mulcahy retired on December 31, 2009. In
accordance with his agreement, Mr. Mulcahy was due a Supplemental Executive
Retirement Payment ("SERP"). The SERP benefit payment was due on July 1, 2010
in the
amount of $353,009 plus tax effect of approximately $169,967, but was not paid.

Other Benefits. Our executives are eligible to participate in all of our
employee benefit plans, such as medical, group life and disability insurance,
pension plan and our 401(k) plan, in each case on the same basis as our other
employees.

Compensation Consultants. The Company has not engaged the services of any
outside compensation consultant for 2010.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation
Discussion and Analysis with management and, based on such review and
discussions, the Compensation Committee has recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this Form
10-K.

This report is submitted by the Compensation Committee. Its members are:

Howard S. Modlin, Chairman
Glenn J. Angiolillo
Jean Firstenberg
George W. Schiele

The following table provides certain summary information for the last fiscal
year of the Company concerning compensation paid or accrued by the Company and
its subsidiaries to or on behalf of the Company's Chief Executive Officer, Chief
Financial Officer and other Named Executive Officers of the Company for 2010.

Summary Compensation Table

Annual Compensation

---------------------------------------------------------------------------------------------------------------------
Change in
Pension
Value of
Nonqualified
Non-Equity Deferred
Stock Option Incentive Plan Compensation All Other
Name and Salary Bonus Awards Awards Compensation Earnings Compensation
Principal Position Year ($) ($) ($) ($) ($) ($) ($)(1) Total ($)
---------------------------------------------------------------------------------------------------------------------

J.M. Allain.............. 2010 215,145 - 48,500 - - - 15,240 278,885
President and Chief 2009 - - - - - - - -
Executive Officer

Angela D. Toppi.......... 2010 173,535 - - - - - 3,863 177,398
Executive Vice President, 2009 174,839 - - - - - 3,132 177,971
Treasurer, Secretary and
Chief Financial Officer

Al L. Miller............. 2010 136,631 16,884 - - - - 766 154,281
Executive Vice President 2009 140,997 25,713 - - - - 1,224 167,934
of Manufacturing

Thomas F. Mahoney........ 2010 129,002 26,840 - - - - 198 156,040
Senior Vice President 2009 132,370 40,135 - - - - 776 173,281
of Sales

Karl P. Hirschauer....... 2010 144,447 - - - - - 1,597 146,044
Senior Vice President 2009 151,282 - - - - - 1,111 152,393
of Engineering
---------------------------------------------------------------------------------------------------------------------

(1) See "All Other Compensation" below for further details.

All Other Compensation

During 2010, "All Other Compensation" consisted of director and/or trustee fees,
insurance premiums and other items. The following is a table of amounts per
named individual:

----------------------------------------------------------------------------
Director and/or Insurance Total
Trustee Fees Premiums Other All Other
Name ($) ($) ($)(1) Compensation ($)
----------------------------------------------------------------------------

J.M. Allain............ - 240 15,000 15,240
Angela D. Toppi........ 1,360 2,503 - 3,863
Al L. Miller........... - 689 77 766
Thomas F. Mahoney...... - 198 - 198
Karl P. Hirschauer..... - 1,463 134 1,597
----------------------------------------------------------------------------

(1) Other consists of personal use of company vehicle or vehicle allowance.

During 2009, the named executives agreed to a voluntary reduction in their
salary for the remaining ten months and for 2010.

Retirement Plan

The Company made a cash contribution of $47,000 during 2010, which is less than
the minimum required contribution, to the Company's retirement plan for all
eligible employees and the individuals listed in the Summary Compensation Table.
The Company has filed requests for waivers of the 2009 and 2010 minimum funding
standard as permitted under 412(d) of the Internal Revenue Code and section 303
of the Employee Retirement Income Security Act of 1974.

The Company's retirement plan covers all salaried employees over age 21 with at
least one year of service who are not covered by a collective bargaining
agreement to which the Company is a party. Retirement benefits are based on the
final

average salary for the highest five of the ten years preceding retirement. For
example, estimated annual retirement benefits payable at normal retirement date,
which normally is age 65, is approximately $15,000 for an individual with ten
years of credited service and with a final average salary of $100,000; and
approximately $120,000 for an individual with 40 years of credited service and
with a final average salary of $200,000. Currently, $245,000 is the legislated
annual cap on determining the final average salary and $195,000 is the maximum
legislated annual benefit payable from a qualified pension plan.

As of January 1, 2011, Messrs. Hirschauer, Mahoney and Miller and Ms. Toppi
had 31, 35, 33 and 16 years of credited service, respectively. As of December
31, 2003, the benefit service under the pension plan had been frozen, and,
accordingly, no further years of credited service have been allowed, and as of
April 30, 2009, the benefit under the pension plan has been frozen, and,
accordingly, there is no further increase in benefit being accrued. The normal
annual retirement benefit for Messrs. Hirschauer, Mahoney and Miller and Ms.
Toppi is approximately $45,000, $67,000, $46,000 and $36,000, respectively.

Supplemental Executive Retirement Agreement

Former President and Chief Executive Officer Michael R. Mulcahy retired on
December 31, 2009. In accordance with his agreement, Mr. Mulcahy was due a
Supplemental Executive Retirement Payment ("SERP"). The SERP benefit payment
was due on July 1, 2010 in the amount of $353,009 plus tax effect of
approximately $169,967, but was not paid.

Employment Agreements

The Company executed an employment agreement with Jean-Marc (J.M.) Allain on
February 16, 2010 for a term expiring on February 16, 2012. Mr. Allain was
appointed as President and Chief Executive Officer of the Company at that time.
The agreement provides for compensation at the annual rate of $250,000 through
February 16, 2012. Mr. Allain is entitled to receive a one-time bonus of
$50,000 in the event that the cash flow of the Company, before financing
activities and sale of real estate, exceeds $2.5 million for 2010 or 2011,
during the term of the employment agreement. Payment of such bonus shall be
made only once, if earned, within 120 days after the end of the period earned.
In addition, Mr. Allain is entitled to receive up to 50,000 shares of
restricted Common Stock of the Company upon achieving specified levels of
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"),
excluding (i) sales of real estate and (ii) the amount by which (x) any item or
items of unusual or extraordinary gain in the aggregate exceeds 20% of the
Company's net book value as at the end of the immediate preceding fiscal year or
(y) any items of unusual or extraordinary loss in the aggregate exceeds 20% of
the Company's net book value as at the end of the immediate preceding calendar
year, in each case in (x) and (y) above as determined by accounting principles
generally accepted in the United States of America, and items of gain and loss
shall not be netted against each other for purpose of the above 20% calculation.
Mr. Allain will receive 10,000 shares of restricted stock if EBITDA equals $4.6
million for 2010 or 2011, and for each $200,000 increase in EBITDA over $4.6
million, Mr. Allain will receive an additional 10,000 shares of restricted
stock, not to exceed 50,000 shares of restricted stock in the aggregate.
Delivery of such restricted shares shall be made within 120 days after the end
of the period earned. Also, Mr. Allain executed, concurrently with his
employment agreement, a restricted stock agreement, awarding him 50,000 shares
of restricted stock. The restricted stock vests at the rate of 50% on February
16, 2011 and the remaining 50% on February 16, 2012, provided Mr. Allain is
employed by the Company on the respective vesting dates. His employment
agreement provides that if consistent with duties and obligations under Delaware
law, the Company will recommend his nomination to the Board as and when a seat
becomes available. If Mr. Allain's employment is terminated for any reason, he
is entitled to four months salary as severance pay, and he has agreed to
immediately resign as a director.

The Company has an employment agreement with Ms. Angela D. Toppi that expired
and is now on a 30-day basis, which provides for compensation at the annual rate
of $200,000. The agreement provides that if Ms. Toppi is disabled, the Company
will pay to her 50% of the salary she is entitled to receive for the duration of
the disability during the term, but in no event less than eighteen (18) months.
In the event Ms. Toppi dies during the term of said agreement, the Company
shall pay to her beneficiary death benefits in an amount equal to 50% of her
then annual salary for the immediate preceding fiscal year for the duration of
the term, but in no event less than eighteen (18) months. The Company will
reimburse Ms. Toppi up to $2,500 per annum for the cost of long-term disability
insurance and life insurance. The agreement further provides for severance pay
equal to 100% of her base salary in effect at time of termination of employment
for a period of one (1) year if the Company continues a non-compete clause. The
agreement also contains a "Change in Control of Employer" provision, entitling
Ms. Toppi to terminate the agreement on 75 days prior written notice and
receive a lump sum payment of 2.9 times her salary level then in effect, grossed
up for taxes if subject to Section 4999 of the Internal Revenue Code of 1986 if
such

payment is deemed to be an "excess parachute payment" under Section 280G of the
Internal Revenue Code of 1986. Ms. Toppi also has the option of extending her
agreement for three (3) years through March 31, 2012 at her then current salary
subject to the cost-of-living adjustment if such Change in Control is approved
as provided above. The agreement also provides for supplemental retirement
benefits in the absence of the Pension Plan in the event of a Change in Control.

The Company has an employment agreement with Mr. Al L. Miller that expired and
is now on a 30-day basis, which provides for compensation at the annual rate of
$161,500. Mr. Miller is entitled to receive a performance bonus and sales
override target amount of earnings of $45,000 per annum. Mr. Miller is also
entitled to receive as a profit participation 1/2 of 1% of the Company's pre-tax
consolidated earnings if earnings exceed $500,000, with a maximum of $40,000 for
any fiscal year. Such pre-tax consolidated earnings shall not include any
defined extraordinary or unusual items of gain or loss as determined by
accounting principles generally accepted in the United States of America to the
extent such item exceeds 20% of net book value. The agreement provides that if
Mr. Miller is disabled, the Company will pay to him 40% of the salary he is
entitled to receive for the duration of the disability during the term, but in
no event less than ninety (90) days. In the event Mr. Miller dies during the
term of said agreement, the Company shall pay to his beneficiary death benefits
in an amount equal to 40% of his then annual salary for the immediate preceding
fiscal year for the duration of the term.

The Corporation has an employment agreement with Mr. Thomas F. Mahoney that
expired and is now on a 30-day basis, which provides for compensation at the
annual rate of $152,000. Mr. Mahoney is entitled to receive a performance
bonus and sales override target amount of earnings of $50,000 per annum. Mr.
Mahoney is also entitled to receive as a profit participation 1/2 of 1% of the
Corporation's pre-tax consolidated earnings if earnings exceed $500,000, with a
maximum of $20,000 for any fiscal year. Such pre-tax consolidated earnings
shall not include any defined extraordinary or unusual items of gain or loss as
determined by accounting principles generally accepted in the United States of
America to the extent such item exceeds 20% of net book value. The agreement
provides that if Mr. Mahoney is disabled, the Corporation will pay to him 35%
of the salary he is entitled to receive for the duration of the disability
during the term. In the event Mr. Mahoney dies during the term of said
agreement, the Corporation shall pay to his beneficiary death benefits in an
amount equal to 35% of his then annual salary for the immediate preceding fiscal
year for the duration of the term, or eighteen (18) months, whichever is less.

The Corporation has an employment agreement with Mr. Karl P. Hirschauer that
expired and is now on a 30-day basis, which provides for compensation at the
annual rate of $175,500. Mr. Hirschauer is entitled to receive as a profit
participation 3/8% of 1% of the Corporation's pre-tax consolidated earnings if
earnings exceed $500,000, with a maximum of $20,000 for any fiscal year. Such
pre-tax consolidated earnings shall not include any defined extraordinary or
unusual items of gain or loss as determined by accounting principles generally
accepted in the United States of America to the extent such item exceeds 20% of
net book value. The agreement provides that if Mr. Hirschauer is disabled, the
Corporation will pay to him 35% of the salary he is entitled to receive for the
duration of the disability during the term. In the event Mr. Hirschauer dies
during the term of said agreement, the Corporation shall pay to his beneficiary
death benefits in an amount equal to 35% of his then annual salary for the
immediate preceding fiscal year for the duration of the term, but in no event
less than eighteen (18) months.

The foregoing is a summary of the agreements and reference is made to the
agreements, each of which has been filed with the SEC, for the full terms
thereof.

During 2010, the named executives and other executives agreed to a voluntary
reduction in their salary for the entire year; during 2009, agreed to a
voluntary reduction in their salary for ten months; during 2008 and 2007, agreed
to defer their increases for nine months; during 2006, agreed to defer their
increases for six months; and during 2005, 2004 and 2003, agreed to defer their
increases for three months.

Director Compensation

Non-Employee Director Stock Option Plan: The Board of Directors has previously
established a Non-Employee Director Stock Option Plan, which as amended, covers
a maximum of 30,000 shares for grant. Options are for a period of six years
from date of grant, are granted at fair market value on date of grant, may be
exercised at any time after one year from date of grant while a director and are
based on years of service, with a minimum of 500 stock options for each
director, an additional 500 stock options based on five or more years of
service, another 500 stock options based on 10 or more years of service and

an additional 1,000 stock options based on 20 or more years of service.
Additional stock options are granted upon the expiration or exercise of any such
option, which is no earlier than four years after date of grant, in an amount
equal to such exercised or expired options.

Compensation of Directors

The following table represents director compensation for 2010.

---------------------------------------------------------------------------------------------------
Nonqualified
Non-Equity Deferred
Fees Stock Option Incentive Plan Compensation All Other
Earned Awards Awards Compensation Earnings Compensation Total
Name ($) ($) ($) ($) ($) ($)(1) ($)
---------------------------------------------------------------------------------------------------

Glenn J. Angiolillo... 22,920 - - - - - 22,920
Jean Firstenberg...... 8,240 - - - - - 8,240
Gene Jankowski........ 6,040 - - - - - 6,040
Victor Liss........... 5,000 - - - - - 5,000
Howard S. Modlin...... 9,840 - - - - - 9,840
Michael R. Mulcahy.... 2,960 - - - - 14,792 17,752
George W. Schiele..... 9,840 - - - - - 9,840
Angela D. Toppi....... 3,680 - - - - - 3,680
Salvatore J. Zizza.... 10,500 - - - - - 10,500
---------------------------------------------------------------------------------------------------

(1) All other compensation consists of medical insurance premiums paid.

Stock Option Plans and Stock Options

The Company had an incentive stock option plan, which provided for the grant of
incentive stock options at fair market value on date of grant. The plan has
expired and no further options may be granted. Options outstanding are
exercisable during the period one to 10 years after date of grant and while the
holder is in the employ of the Company and survive the termination of the plan.
The Company has a Non-Employee Director Stock Option Plan, which provides for
the grant of incentive stock options at fair market value on date of grant,
pursuant to which the option set forth below was granted. Options outstanding
are exercisable during the period one to six years after date of grant and while
a director. There were no stock options granted in fiscal 2010 to the named
executive officers or the management consultant and no stock options were
exercised in fiscal 2010.

The following table sets forth information as to the named executive officers
with respect to unexercised options and equity incentive plan awards as of the
end of the fiscal year.

Outstanding Equity Awards at Fiscal Year-End

------------------------------------------------------------------------------------------------------------------------------
Equity
Incentive Equity
Plan Incentive Plan Equity Incentive
Awards: Market Awards: Plan Awards:
Number of Number of Value of Number of Market or
Number of Securities Shares or Shares of Unearned Payout Value of
Securities Underlying Units of Units of Shares, Units or Unearned Shares,
Underlying Unexercised Option Stock that Stock that Other Rights Units or
Unexercised Unearned Exercise Option have not have not that have not other Rights that
Options Options Price Expiration Vested Vested Vested have not Vested
Name # # $ Date # $ # $
------------------------------------------------------------------------------------------------------------------------------

Angela D. Toppi 5,000 - $7.00 03/24/14 - - - -
Thomas F. Mahoney 2,500 - $6.10 06/27/12 - - - -
------------------------------------------------------------------------------------------------------------------------------

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information as of March 30, 2011 (or such other
date specified) with respect to the beneficial ownership of the Company's Common
Stock or shares acquirable within 60 days of such date by (i) each person known
by the Company to own more than 5% of the Company's Common Stock and who is
deemed to be such beneficial owner of the Company's Common Stock under Rule
13d-3(a)(ii); (ii) each person who is a director of the Company; (iii) each
named executive in the Summary Compensation Table; and (iv) all persons as a
group who are executive officers and directors of the Company, and as to the
percentage of outstanding shares held by them on that date.

---------------------------------------------------------------------------------------
Number of Shares
Beneficially Percent
Name, Status and Mailing Address Owned of Class
---------------------------------------------------------------------------------------

5% Stockholders:
---------------
Richard Brandt................................................. 181,063 (1) 7.38%
2209 Miguel Chavez Road Bldg A
Santa Fe, NM 87505

Gabelli Funds, LLC............................................. 429,500 (2) 17.58%
One Corporate Center
Rye, NY 10580-1434

Non-Employee Directors:

Glenn J. Angiolillo............................................ 600 (3) *
Jean Firstenberg............................................... 1,920 (4) *
Howard S. Modlin............................................... 13,873 (5) *
Michael R. Mulcahy............................................. 3,303 *
George W. Schiele.............................................. 500 (3) *
Salvatore J. Zizza (6)......................................... 500 (3) *

Named Executive Officers:

J.M. Allain.................................................... 50,000 (7) 2.05%
Karl P. Hirschauer............................................. 629 *
Thomas F. Mahoney.............................................. 2,600 (8) *
Al L. Miller................................................... 611 *
Angela D. Toppi................................................ 6,000 (9) *
All directors and executive officers as a group (11 persons)... 80,536 (10) 3.28%
---------------------------------------------------------------------------------------

* Represents less than 1% of total number of outstanding shares.

(1) The amount includes 10,000 shares of Common Stock acquirable upon exercise of
stock options. The amount excludes 54,690 shares owned by Matthew Brandt and
55,564 shares owned by Thomas Brandt, sons of Mr. R. Brandt, former officers and
directors of the Company.

(2) Based on Schedule 13D, Amendment No. 84 dated March 2, 2011 by Mario J. Gabelli,
GGCP, Inc., Gabelli Funds, LLC, Teton Advisors, Inc., Gamco Investors, Inc. and
Gamco Asset Management Inc., which companies are parent holding companies and/or
registered investment advisers. All securities are held as agent for the account
of various investment company fund accounts managed by such reporting person.
Except under certain conditions, Gabelli Funds, LLC has sole voting power and sole
dispositive power over such shares.

(3) The amount includes 500 shares of Common Stock acquirable upon exercise of stock
options.

(4) The amount includes 1,500 shares of Common Stock acquirable upon exercise of stock
options.

(5) The amount includes 7,719 shares of Common Stock owned by Mr. Modlin's immediate
family or held in trust for Mr. Modlin's immediate family and 2,500 shares of
Common Stock acquirable upon exercise of stock options.

(6) Mr. Zizza disclaims any interest in the share set forth in footnote 2 above.

(7) The amount represents 50,000 shares of restricted stock granted on February 16,
2010 and vested 50% on the one-year anniversary date of grant and 50% will vest on
the two-year anniversary date of grant, provided Mr. Allain is employed by the
Company on those dates.

(8) The amount includes 2,500 shares of Common Stock acquirable upon exercise of stock
options.

(9) The amount includes 5,000 shares of Common Stock acquirable upon exercise of stock
options.

(10) The amount includes 13,000 shares of Common Stock set forth in footnotes above
which members of the group have the right to acquire by exercise of stock options
(including director stock options).

Equity Compensation Plan Information

-------------------------------------------------------------------------------------------------------
Securities Weighted Securities
to be issued average available for
December 31, 2010 upon exercise exercise price future issuance
-------------------------------------------------------------------------------------------------------

Equity compensation plans approved by stockholders 13,000 $4.88 16,000
Equity compensation plans not approved by stockholders 10,000 4.03 -
------ ------
Total 23,000 4.57 16,000
-------------------------------------------------------------------------------------------------------

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

Certain Transactions

During the year 2010, $105,000 in fees for legal services rendered was paid by
the Company to the law firm of which Mr. Modlin, a director of the Company, is
the president.

Independence of Non-Employee Directors

A director is considered independent under NYSE Amex Company Guide if the Board
of Directors determines that the director does not have any direct or indirect
material relationship with the Company. Mr. Mulcahy is a former employee of
the Company and Ms. Toppi is an employee of the Company and, therefore, have
been determined by the Board to fall outside the definition of "independent
director." Messrs. Angiolillo, Modlin, Schiele and Zizza and Ms. Firstenberg
are non-employee directors of the Company. Mr. Modlin is not considered
independent due to the legal services rendered by the law firm of which Mr.
Modlin is the president. The Board of Directors has determined that Messrs.
Angiolillo, Schiele and Zizza and Ms. Firstenberg are "independent directors"
within the meaning of the rules of the NYSE Amex Company Guide, since they had
no relationship with the Company other than their status and payment as
non-employee directors, and as stockholders. The Board of Directors has
determined that Mr. Zizza and Ms. Firstenberg are independent under the SEC's
audit committee independence standards.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

BDO USA, LLP ("BDO") have served as our independent registered public accounting
firm since May 17, 2010, when the Audit Committee of the Company's Board of
Directors approved their engagement to audit the Company's financial statements
for the fiscal year ended December 31, 2010. The Audit Committee of the Board
of Directors has appointed BDO as our independent registered public accounting
firm for the year ending December 31, 2011. The proposal to appoint BDO as the
independent registered public accounting firm will be approved if, at the Annual
Meeting at which a quorum is present, the votes cast in favor of the proposal
exceed the votes cast opposing the proposal.

The Audit Committee is not aware of any disagreements between management and BDO
regarding accounting principles and their application or otherwise.

Change in Auditors: As previously reported in Form 8-K dated April 19, 2010, on
April 16, 2010, UHY LLP ("UHY") merged its New England practice into Marcum,
LLP. As a result of the merger, UHY declined reappointment as our independent
registered public accountant firm for the fiscal year ending December 31, 2010.
As previously reported in Form 8-K dated May 20, 2010, on May 17, 2010, the
Audit Committee of the Board of Directors of the Registrant retained BDO as the
Registrant's independent registered public accounting firm for the fiscal year
ending December 31, 2010 to replace UHY as the Registrant's independent
registered public accounting firm. There were no disagreements with UHY on any
matter of accounting principles and their application or otherwise.

Audit Committee Pre-Approval of Independent Auditor Services: All audit
services provided by BDO for 2010 and by UHY for 2009 were approved by the Audit
Committee in advance of the work being performed.

Audit Fees: BDO audit fees were $155,000 in 2010. BDO audit fees include fees
associated with the annual audit of the Company's financial statements and the
reviews of the Company's quarterly reports on Form 10-Q. UHY audit fees were
$229,000 in 2009. UHY audit fees in 2009 include fees associated with the
annual audit of the Company's financial statements and the reviews of the
Company's quarterly reports on Form 10-Q.

Audit-Related Fees: There were no audit-related services in 2010 and 2009.

Tax Fees: Neither BDO nor UHY provided any tax services.

All Other Fees: Neither BDO nor UHY provided any non-audit services.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:
1 Consolidated Financial Statements of Trans-Lux Corporation:
Consolidated Statements of Operations for the Years Ended
December 31, 2010 and 2009
Consolidated Balance Sheets as of December 31, 2010 and 2009
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2010 and 2009
Consolidated Statements of Stockholders' Equity for the Years
Ended December 31, 2010 and 2009
Consolidated Statements of Comprehensive Loss for the Years
Ended December 31, 2010 and 2009
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm

2 Financial Statement Schedules: Not applicable.

3 Exhibits:
3(a) Form of Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of
Registration No. 333-15481).

(b) By-Laws of the Registrant (incorporated by reference to
Exhibit 3(b) of Form 10-K for the year ended December 31,
2001). Amendment dated December 11, 2009 (incorporated by
reference to Exhibit 3(b) of Form 10-K for the year ended
December 31, 2009).

4(a) Indenture dated as of December 1, 1994 (form of said indenture
is incorporated by reference to Exhibit 6 of Schedule 13E-4
Amendment No. 2 dated December 23, 1994).

(b) Indenture dated as of March 1, 2004 (form of said indenture is
incorporated by reference to Exhibit 12(d) of Schedule TO
dated March 2, 2004).

10.1 Form of Indemnity Agreement - Directors (form of said
agreement is incorporated by reference to Exhibit 10.1 of
Registration No. 333-15481).

10.2 Form of Indemnity Agreement - Officers (form of said agreement
is incorporated by reference to Exhibit 10.2 of Registration
No. 333-15481).

10.3 Amended and Restated Pension Plan dated January 1, 2011, filed
herewith.

10.4 Supplemental Executive Retirement Plan with Michael R.
Mulcahy dated January 1, 2009 (incorporated by reference to
Exhibit 10.1 of Form 8-K dated January 6, 2009).

10.5(a) 1989 Non-Employee Director Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.4(a) of Form 10-K for
the year ended December 31, 1999).

(b) 1995 Stock Option Plan, as amended (incorporated by
reference to Proxy Statement dated April 7, 2000).

10.6 Amended and Restated Commercial Loan and Security Agreement
with People's Bank dated December 23, 2004 (incorporated by
reference to Exhibit 10(a) of Form 8-K filed December 28,
2004). Amendment No. 1 dated as of December 31, 2005
(incorporated by reference to Exhibit 10.2 of Form 10-Q for
the quarter ended March 31, 2006). Letter amendments dated as
of September 30, 2006 and December 31, 2006 (incorporated by
reference to Exhibit 10.5 of Form 10-K for the year ended
December 31, 2006). Amendment No. 5 dated August 9, 2007
(incorporated by reference to Exhibit 10.1 of Form 10-Q for
the quarter ended June 30, 2007). Amendment No. 9 dated July
15, 2008 (incorporated by reference to Exhibit 10.1 of Form
10-Q for the quarter ended June 30, 2008). Amendment No. 13
dated September 4, 2009 and Amendment No. 14 dated April 2,
2010, (incorporated by reference to Exhibit 10.6 of Form 10-K
for the year ended December 31, 2009). Amendment No. 15
dated as of August 1, 2010 (incorporated by reference to
Exhibit 10.1 of Form 10-Q for the quarter ended June 30,
2010).

10.7 Consulting Agreement with Moving Images, LLC dated as of
December 1, 2004 and termination letter with Richard Brandt
(incorporated by reference to Exhibit 10.6 of Form 10-K for
the year ended December 31, 2004). Amendment dated December
7, 2005 (incorporated by reference to Exhibit 10.6 of Form
10-K for the year ended December 31, 2005). Amendment dated
as of March 28, 2007 (incorporated by reference to Exhibit
10.1 of Form 10-Q for the quarter ended March 31, 2007).
Amendment dated December 31, 2008 (incorporated by reference
to Exhibit 10.4 of Form 8-K dated January 6, 2009).

10.8 Employment Agreement with Jean-Marc Allain dated February 16,
2010 (incorporated by reference to Exhibit 10.1 of Form 8-K
dated February 18, 2010).

10.9 Restricted Stock Agreement with Jean-Marc Allain dated
February 16, 2010 (incorporated by reference to Exhibit 10.2
of Form 8-K dated February 18, 2010).

10.10 Employment Agreement with Angela D. Toppi dated as of April 1,
2005 (incorporated by reference to Exhibit 10.9 of Form 10-K
for the year ended December 31, 2004).

10.11 Employment Agreement with Karl Hirschauer dated as of April 1,
2008 (incorporated by reference to Exhibit 10.1 of Form 10-Q
for the quarter ended March 31, 2008).

10.12 Employment Agreement with Thomas F. Mahoney dated as of June
1, 2002 (incorporated by reference to Exhibit 10(a) of Form
10-Q for the quarter ended June 30, 2002).

21 List of Subsidiaries, filed herewith.

31.1 Certification of Jean-Marc Allain, President and 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, filed herewith.

31.2 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, filed herewith.

32.1 Certification of Jean-Marc Allain, President and Chief
Executive Officer, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, filed herewith.

32.2 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, filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

by: /s/ Angela D. Toppi
-----------------------------
Angela D. Toppi
Executive Vice President and
Chief Financial Officer

By: /s/ Todd Dupee
-----------------------------
Todd Dupee
Vice President and Controller

Dated: March 31, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated:

/s/ George W. Schiele March 31, 2011
-----------------------------------------------
George W. Schiele, Chairman of the Board

/s/ Glenn J. Angiolillo March 31, 2011
-----------------------------------------------
Glenn J. Angiolillo, Director

/s/ Jean Firstenberg March 31, 2011
-----------------------------------------------
Jean Firstenberg, Director

March 31, 2011
-----------------------------------------------
Howard S. Modlin, Director

/s/ Michael R. Mulcahy March 31, 2011
-----------------------------------------------
Michael R. Mulcahy, Director

/s/ Angela D. Toppi March 31, 2011
-----------------------------------------------
Angela D. Toppi, Executive Vice President,
Chief Financial Officer, Secretary and Director

/s/ Salvatore J. Zizza March 31, 2011
-----------------------------------------------
Salvatore J. Zizza, Vice Chairman of the Board

Attached files

TRANS LUX Corp Reports

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