Overview

Trans-Lux is a leading supplier of LED technology for display applications.

The


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



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



Results of Operations


Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

The following table presents our Statements of Operations data, expressed as a percentage of revenue for the six months ended June 30, 2021 and 2020:





                                                                 Six months ended June 30
In thousands, except percentages                               2021                     2020

Revenues:


Digital product sales                                 $     4,489     82.0 %   $     2,852     72.0 %
Digital product lease and maintenance                         984     18.0 %         1,110     28.0 %
Total revenues                                              5,473    100.0 %         3,962    100.0 %
Cost of revenues:
Cost of digital product sales                               5,276     96.4 %         3,706     93.5 %
Cost of digital product lease and maintenance                 317      5.8 %           325      8.2 %
Total cost of revenues                                      5,593    102.2 %         4,031    101.7 %
Gross loss                                                  (120)    (2.2) %          (69)    (1.7) %
General and administrative and restructuring expenses     (1,543)   (28.2) %       (2,238)   (56.5) %
Operating loss                                            (1,663)   (30.4) %       (2,307)   (58.2) %
Interest expense, net                                       (260)    (4.7) %         (263)    (6.6) %
(Loss) gain on foreign currency remeasurement                (72)    (1.3) %           113      2.8 %
Gain on extinguishment of debt                                 77      1.4 %             -        - %
Pension benefit                                               134      2.4 %            73      1.8 %
Loss before income taxes                                  (1,784)   (32.6) %       (2,384)   (60.2) %
Income tax expense                                           (12)    (0.2) %          (12)    (0.3) %
Net loss                                              $   (1,796)   (32.8) %   $   (2,396)   (60.5) %




Total revenues for the six months ended June 30, 2021 increased $1.5 million or
38.1% to $5.5 million from $4.0 million for the six months ended June 30, 2020,
primarily due to an increase in Digital product sales.



Digital product sales revenues increased $1.6 million or 57.4% for the six months ended June 30, 2021 compared to the six months ended June 30, 2020, primarily due to an increase in the sports market, principally due to the reduced sales revenues in 2020 due to the onset and uncertainty of the coronavirus.





Digital product lease and maintenance revenues decreased $126,000 or 11.4% for
the six months ended June 30, 2021 compared to the six months ended June 30,
2020, primarily due to the continued expected revenue decline in the older
outdoor display equipment rental bases acquired in the early 1990s.  The
financial services market continues to be negatively impacted by the current
investment climate resulting in consolidation within that industry and the wider
use of flat-panel screens for smaller applications.



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Total operating loss for the six months ended June 30, 2021 decreased $644,000
or 27.9% to $1.7 million from $2.3 million for the six months ended June 30,
2020, principally due to the increase in revenues.



Digital product sales operating loss decreased $173,000 to $1.7 million for the
six months ended June 30, 2021 compared to $1.9 million for the six months ended
June 30, 2020, primarily due to the increase in revenues and a decrease in the
cost of revenue as a percentage of revenues.  The cost of Digital product sales
increased $1.6 million or 42.4%, primarily due to the increase in revenues. 

The


cost of Digital product sales represented 117.5% of related revenues in 2021
compared to 129.9% in 2020.  This decrease as a percentage of revenues is
primarily due to greater volume of revenues.  General and administrative
expenses for Digital product sales decreased $106,000 or 10.2%, primarily due to
decreases in employees' expenses, partially offset by an increase in consulting
expenses.



Digital product lease and maintenance operating income decreased $86,000 or
11.8% for the six months ended June 30, 2021 compared to the six months ended
June 30, 2020, primarily as a result of the decrease in revenues, partially
offset by a decrease in general and administrative expenses.  The cost of
Digital product lease and maintenance decreased $8,000 or 2.5%, primarily due to
a decrease in depreciation expense, partially offset by an increase in
employees' expenses, primarily caused by the extraordinarily low expenses
incurred in 2020 due to the onset and uncertainty of the coronavirus.  The cost
of Digital product lease and maintenance revenues represented 32.2% of related
revenues in 2021 compared to 29.3% in 2020.  The cost of Digital product lease
and maintenance includes field service expenses, plant repair costs, maintenance
and depreciation.  General and administrative expenses for Digital product lease
and maintenance decreased $32,000 or 56.1%, primarily due to a reduction in
employees' expenses.



Corporate general and administrative expenses decreased $557,000 or 48.8% for
the six months ended June 30, 2021 compared to the six months ended June 30,
2020, primarily due to reductions in employees' expenses and legal, rent and
insurance expenses.



Net interest expense decreased $3,000 or 1.1% for the six months ended June 30,
2021 compared to the six months ended June 30, 2020, primarily due to a decrease
in interest rates.



The effective tax rate for the six months ended June 30, 2021 and 2020 was 0.7%
and 0.5%, respectively.  Both the 2021 and 2020 tax rates are being affected by
the valuation allowance on the Company's deferred tax assets as a result of
reporting pre-tax losses.



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Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

The following table presents our Statements of Operations data, expressed as a percentage of revenue for the three months ended June 30, 2021 and 2020:





                                                                 Three months ended June 30
In thousands, except percentages                               2021                      2020

Revenues:


Digital product sales                                 $     2,396     83.0 %   $     1,518       74.1 %
Digital product lease and maintenance                         491     17.0 %           531       25.9 %
Total revenues                                              2,887    100.0 %         2,049      100.0 %
Cost of revenues:
Cost of digital product sales                               3,022    104.7 %         2,003       97.7 %
Cost of digital product lease and maintenance                 164      5.7 %           139        6.8 %
Total cost of revenues                                      3,186    110.4 %         2,142      104.5 %
Gross loss                                                  (299)   (10.4) %          (93)      (4.5) %
General and administrative and restructuring expenses       (744)   (25.7) %       (1,047)     (51.1) %
Operating loss                                            (1,043)   (36.1) %       (1,140)     (55.6) %
Interest expense, net                                       (157)    (5.5) %         (155)      (7.6) %
Loss on foreign currency remeasurement                       (36)    (1.2) %          (89)      (4.3) %
Pension benefit                                                67      2.3 %            37        1.8 %
Loss before income taxes                                  (1,169)   (40.5) %       (1,347)     (65.7) %
Income tax expense                                            (6)    (0.2) %           (6)      (0.3) %
Net loss                                              $   (1,175)   (40.7) %   $   (1,353)     (66.0) %



Total revenues for the three months ended June 30, 2021 increased $838,000 or 40.9% to $2.9 million from $2.0 million for the three months ended June 30, 2020, primarily due to an increase in Digital product sales.





Digital product sales revenues increased $878,000 or 57.8% for the three months
ended June 30, 2021 compared to the three months ended June 30, 2020, primarily
due to an increase in the sports market, principally due to the reduced sales
revenues in 2020 due to the onset and uncertainty of the coronavirus.



Digital product lease and maintenance revenues decreased $40,000 or 7.5% for the
three months ended June 30, 2021 compared to the three months ended June 30,
2020, primarily due to the continued expected revenue decline in the older
outdoor display equipment rental bases acquired in the early 1990s.  The
financial services market continues to be negatively impacted by the current
investment climate resulting in consolidation within that industry and the wider
use of flat-panel screens for smaller applications.



Total operating loss for the three months ended June 30, 2021 decreased $97,000 to $1.0 million from $1.1 million for the three months ended June 30, 2020, principally due to a decrease in corporate general and administrative expenses.





Digital product sales operating loss increased $183,000 to $1.1 million for the
three months ended June 30, 2021 compared to $912,000 for the three months ended
June 30, 2020, primarily due to an increase in the cost of revenue as a
percentage of revenues.  The cost of Digital product sales increased $1.0
million or 50.9%, primarily due to the increase in revenues.  The cost of
Digital product sales represented 126.1% of related revenues in 2021 compared to
131.9% in 2020.  This decrease as a percentage of revenues is primarily due to
the greater volume of revenues.  General and administrative expenses for Digital
product sales decreased $42,000 or 9.8%, primarily due to a decrease in
employees' expenses, partially offset by increases in consulting expenses and
bad debt expenses.



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Digital product lease and maintenance operating income decreased $43,000 or
11.7% for the three months ended June 30, 2021 compared to the three months
ended June 30, 2020, primarily as a result of an increase in the cost of Digital
product lease and maintenance and the decrease in revenues, partially offset by
a decrease in general and administrative expenses.  The cost of Digital product
lease and maintenance increased $25,000 or 18.0%, primarily due to an increase
in service agents and employees' expenses, primarily caused by the
extraordinarily low expenses incurred in 2020 due to the onset and uncertainty
of the coronavirus, partially offset by a decrease in depreciation expense. 

The


cost of Digital product lease and maintenance revenues represented 33.4% of
related revenues in 2021 compared to 26.2% in 2020.  The cost of Digital product
lease and maintenance includes field service expenses, plant repair costs,
maintenance and depreciation.  General and administrative expenses for Digital
product lease and maintenance decreased $22,000 or 84.6%, primarily due to
decreases in bad debt expenses and employees' expenses.



Corporate general and administrative expenses decreased $323,000 or 54.4% for
the three months ended June 30, 2021 compared to the three months ended June 30,
2020, primarily due to reductions in employees' expenses and legal, rent and
insurance expenses.



Net interest expense increased $2,000 or 1.3% for the three months ended June
30, 2021 compared to the three months ended June 30, 2020, primarily due to a
decrease in interest rates.



The effective tax rate for the three months ended June 30, 2021 and 2020 was
0.5% and 0.4%, respectively.  Both the 2021 and 2020 tax rates are being
affected by the valuation allowance on the Company's deferred tax assets as a
result of reporting pre-tax losses.



Liquidity and Capital Resources





Current Liquidity



The Company has incurred significant recurring losses and continues to have a
significant working capital deficiency.  The Company incurred a net loss of $1.8
million in the six months ended June 30, 2021 and had a working capital
deficiency of $7.7 million as of June 30, 2021.  As of December 31, 2020, the
Company had a working capital deficiency of $6.3 million.  The working capital
deficiency increased primarily due to decreases in inventories and prepaids and
other assets, as well as increases in accounts payable and current portion of
long-term debt, offset by an increase in receivables, as well as decreases in
accrued liabilities and customer deposits.



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



There is substantial doubt as to whether we will have adequate liquidity,
including access to the debt and equity capital markets, to operate our business
over the next 12 months from the date of issuance of this Form 10-Q.  The
Company continually evaluates the need and availability of long-term capital in
order to meet its cash requirements and fund potential new opportunities.



The Company used cash of $106,000 and $1.5 million from operating activities for
the six months ended June 30, 2021 and 2020, respectively.  The Company has
implemented several initiatives to improve operational results and cash flows
over future periods, including reducing head count, reorganizing its sales
department and outsourcing certain administrative functions.  The Company
continues to explore ways to reduce operational and overhead costs.  The Company
periodically takes steps to reduce the cost to maintain the digital products on
lease and maintenance agreements.



Cash, cash equivalents and restricted cash remained level in the six months
ended June 30, 2021 as compared to the balance of $43,000 at December 31, 2020.
The fluctuations are primarily attributable to net borrowings on the revolving
loan of $125,000, partially offset by cash used in operating activities of
$106,000.  The current economic environment has increased the Company's trade
receivables collection cycle, and its allowances for uncollectible accounts
receivable, but collections continue to be favorable.



Under various agreements, the Company is obligated to make future cash payments
in fixed amounts.  These include payments under the Company's current and
long-term debt agreements, pension plan minimum required contributions,
employment agreement payments and rent payments required under operating lease
agreements.  The Company has both variable and fixed interest rate debt.
Interest payments are projected based on actual interest payments incurred in
2021 until the underlying debts mature.



The following table summarizes the Company's fixed cash obligations as of June 30, 2021 for the remainder of 2021 and over the next four fiscal years:





                                    Remainder of
In thousands                                2021    2022     2023    2024    2025

Long-term debt, including interest $ 3,499 $ 542 $ - $ -


 $   -
Pension plan payments                        326       406     355     248     114
Estimated warranty liability                  79       124      81      56      27
Operating lease payments                     195       348     309       -       -
Total                              $       4,099   $ 1,420   $ 745   $ 304   $ 141




As of June 30, 2021, the Company had outstanding $302,000 of Notes which matured
as of March 1, 2012.  The Company also had outstanding $220,000 of Debentures
which matured on December 1, 2012.  The Company continues to consider future
exchanges of the Notes and Debentures, but has no agreements, commitments or
understandings with respect to any further such exchanges.



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



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





Pension Plan Contributions



The minimum required pension plan contribution for 2021 is expected to be
$537,000, of which the Company has already contributed $56,000 as of June 30,
2021.  See Note 8 to the Condensed Consolidated Financial Statements - Pension
Plan for further details.


Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995





The Company may, from time to time, provide estimates as to future performance.
These forward-looking statements will be estimates and may or may not be
realized by the Company.  The Company undertakes no duty to update such
forward-looking statements.  Many factors could cause actual results to differ
from these forward-looking statements, including loss of market share through
competition, introduction of competing products by others, pressure on prices
from competition or purchasers of the Company's products, interest rate and
foreign exchange fluctuations, the impact of inflation, terrorist acts and war.

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