Overview

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

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

Critical Accounting 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 ("GAAP"). 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 uncollectible accounts receivable, slow-moving and obsolete inventories, rental equipment, goodwill, income taxes, warranty reserve, warrants, 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.





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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:

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 net realizable 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.

Rental Equipment: The Company evaluates rental equipment assets for possible impairment annually to determine if the $411,000 carrying amount of such assets may not be recoverable. The Company uses a cash flow model to determine the fair value under the income approach, based on the remaining lengths of existing leases. Changes in the assumptions used could materially impact our fair value estimates. Assumptions critical to our fair value estimates are projected renewal rates and CPI rate changes. These and other assumptions are impacted by national and global economic conditions including changes in national and international interest rates, taxes, inflation, etc. and will change in the future based on period-specific facts and circumstances, thereby possibly requiring an impairment charge in the future. The December 31, 2021 impairment analysis included a renewal rate estimate of 87.9% and a CPI rate change of approximately 3.7%, which were the actual average rates for the two-year period ended December 31, 2021. Based on these assumptions, the cash flow model determined a fair value of $5.5 million, exceeding its carrying value by 1241%. Therefore there is no impairment of the Rental Equipment. For every 1-percentage-point change in the renewal rate, the valuation would change by approximately $128,000. For every 1-percentage-point change in the CPI rate, the valuation would change by approximately $2,000.

Rental equipment is comprised of installed digital products on lease primarily used for indoor trading applications, time and temperature displays and other digital message displays and have estimated useful lives of 10-15 years. For example, the Company is party to contracts for equipment originally installed over 30 or 40 years ago in the 1970's and 1980's, as well as dozens of installations from the 1990's still in operation. Current contracts have an average age of 21.1 years from their installation dates through the expiration of their current terms.





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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 Reserve: 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 includes investment returns and discount rates. The Company recorded after-tax benefit (charges) in unrecognized pension liability of $1.1 million and ($755,000) in 2021 and 2020, respectively, in other comprehensive income (loss). Estimates and assumptions are reviewed annually with the assistance of external actuarial professionals and adjusted as circumstances change. Assumed mortality rates of plan participants are a critical estimate in measuring the expected payments a participant will receive over their lifetime and the amount of liability and expense we recognize. At December 31, 2021, plan assets were invested 31.2% in fixed income contracts and 68.8% in equity and index 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. The Company utilizes a yield curve in lieu of a single weighted discount rate in determining liabilities and the interest cost for the following year. At December 31, 2021, the weighted average rates used for the computation of benefit plan liabilities were: investment returns, 8.00% and discount rate, 2.75%. The net periodic cost for 2022 will be based on the December 31, 2021 valuation. The defined benefit pension plan periodic cost (benefit) was $181,000 and ($111,000) in 2021 and 2020, respectively. At December 31, 2021, assuming no change in the other assumptions, a one-percentage point increase/(decrease) in the discount rate would have increased/(decreased) the net periodic cost by $20,000/($32,000).

As of December 31, 2003, the benefit service under the defined benefit pension plan had been frozen and, accordingly, there is no service cost for the years ended December 31, 2021 and 2020. The minimum required pension plan contribution for 2021 was $387,000, of which the Company contributed $305,000. At this time, we expect to make our minimum required contributions in 2022 of $138,000, including the shortfall from 2021; however, there is no assurance that we will be able to make any or all of such payments. See Note 15 to the Consolidated Financial Statements - Pension Plan for further details.

Contingencies and Litigation: 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. The Company has accrued reserves individually and in the aggregate for such legal proceedings. Should actual litigation results differ from the Company's estimates, revisions to increase or decrease the accrued reserves may be required. There are no open matters that the Company deems material.





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Results of Operations

The following table presents our Statements of Operations data, expressed as a percentage of revenue for the years ended December 31, 2021 and 2020:





In thousands, except percentages                      2021                   2020

Revenues:


Digital product sales                         $     9,418   83.0 %   $     7,378   78.1 %
Digital product lease and maintenance               1,932   17.0 %         2,067   21.9 %
Total revenues                                     11,350  100.0 %         9,445  100.0 %
Cost of revenues:
Cost of digital product sales                      11,896  104.8 %         9,525  100.8 %
Cost of digital product lease and maintenance         612    5.4 %           628    6.7 %
Total cost of revenues                             12,508  110.2 %        10,153  107.5 %
Gross loss from operations                        (1,158) (10.2) %         (708)  (7.5) %
General and administrative expenses               (3,075) (27.1) %       (3,908) (41.4) %
Operating loss                                    (4,233) (37.3) %       (4,616) (48.9) %
Interest expense, net                               (578)  (5.1) %         (425)  (4.5) %
Loss on foreign currency remeasurement               (18)  (0.2) %          (57)  (0.6) %
Gain on extinguishment of debt                         77    0.7 %           137    1.4 %
Pension (expense) benefit                           (181)  (1.6) %           111    1.2 %
Loss before income taxes                          (4,933) (43.5) %       (4,850) (51.4) %
Income tax (expense) benefit                         (35)  (0.3) %             7    0.1 %
Net loss                                      $   (4,968) (43.8) %   $   (4,843) (51.3) %




2021 Compared to 2020


Total revenues for the year ended December 31, 2021 increased $1.9 million or 20.2% to $11.3 million from $9.4 million for the year ended December 31, 2020, primarily due to increases in Digital product sales, partially offset by a decrease in Digital lease and maintenance revenues.

Digital product sales revenues increased $2.0 million or 27.6% to $9.4 million for the year ended December 31, 2021 compared to $7.4 million for the year ended December 31, 2020, primarily due to the start of a rebound in 2021 from the onset of the coronavirus pandemic in 2020.

Digital product lease and maintenance revenues decreased $135,000 or 6.5% to $1.9 million for the year ended December 31, 2021 compared to $2.1 million for the year ended December 31, 2020, primarily due to the continued expected revenue decline in the older outdoor display equipment rental and maintenance 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 year ended December 31, 2021 decreased $383,000 to $4.2 million from $4.6 million for the year ended December 31, 2020, principally due to a decrease in general and administrative expenses and the increase in revenues, partially offset by an increase in the cost of revenues as a percentage of revenues.

Digital product sales operating loss decreased $884,000 to $4.3 million for the year ended December 31, 2021 compared to $5.2 million for the year ended December 31, 2020, primarily due to a decrease in general and administrative expenses and the increase in revenues. The cost of Digital product sales increased $2.4 million or 24.9%, primarily due to the increase in revenues. The cost of Digital product sales represented 126.3% of related revenues in 2021 compared to 129.1% in 2020. General and administrative expenses for Digital product sales decreased $1.2 million or 40.2%, primarily due to non recurrence in 2022 of a write-off of goodwill in 2021, as well as decreases in bad debt expenses and employees' expenses.

Digital product lease and maintenance operating income decreased $107,000 or 7.7% to $1.3 million for the year ended December 31, 2021 compared to $1.4 million for the year ended December 31, 2020, primarily due to the reduction in revenues. The cost of Digital product lease and maintenance decreased $16,000 or 2.5%, primarily due to a decrease in depreciation expense. The cost of Digital product lease and maintenance revenues represented 31.7% of related revenues in 2021 compared to 30.4% 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 $12,000 or 24.0%, primarily due to a decrease in employee expenses, partially offset by an increase in bad debt expenses.





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Corporate general and administrative expenses increased $394,000 or 47.1% to $1.2 million for the year ended December 31, 2021 compared to $836,000 for the year ended December 31, 2020, primarily due to a reduction in employee, rent, and insurance expenses, partially offset by an increase in consulting expense.

Net interest expense increased $153,000 or 36.0% to $578,000 for the year ended December 31, 2021 compared to $425,000 for the year ended December 31, 2020, primarily due to increases in the average outstanding long-term debt and interest rates, primarily due to the increase in the balance owed under revolving credit loan.

The gain on extinguishment of debt for the year ended December 31, 2021 represented the gain on the extinguishment of $50,000 of Notes. The gain on extinguishment of debt for the year ended December 31, 2020 represented the reversal of accrued interest on the Hazelwood loan, which was terminated in July 2020.

The effective tax rate for the years ended December 31, 2021 and 2020 was an (expense) benefit of 0.7% and (0.1%), respectively. In 2021 and 2020, the Company recognized income tax (expense) benefit of $35,000 and ($7,000), respectively. The income tax expense in 2021 and 2020 is affected by income tax expense related to the Company's Canadian subsidiary and 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 recurring losses and continues to have a working capital deficiency. The Company incurred a net loss of $5.0 million in the year ended December 31, 2021 and had a working capital deficiency of $9.8 million as of December 31, 2021. As of December 31, 2020, the Company had a working capital deficiency of $6.3 million. The increase in the working capital deficiency as compared to December 31, 2020 is primarily due to increases in accounts payable, customer deposits, the current portion of long-term debt and current lease liabilities, as well as a decrease in inventory, partially offset by increases in prepaids and other assets, receivables and cash, as well as a decrease in accrued liabilities.

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. In order to more effectively manage its cash resources, the Company had, from time to time, increased the payment timetable of some of its payables, which had, from time to time, delayed certain product deliveries from our vendors, which in turn had, from time to time, delayed certain deliveries to our customers. The recent cash infusions have resolved these previous issues.

Management believes 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-K. The Company continually evaluates the need and availability of long-term capital to meet its cash requirements and fund potential new opportunities.

The Company used cash for operating activities of $137,000 and $1.9 million in the years ended December 31, 2021 and 2020, respectively. The Company has implemented several initiatives to improve operational results and cash flows over future periods, including reducing headcount, 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 increased $481,000 in 2021. The increase is primarily attributable to proceeds from the EIDL loan of $500,000 and borrowing on the revolving loan of $578,000, partially offset by cash used in operating activities of $137,000 and payments on the PPP loan of $460,000. 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 long-term debt agreements, payments to the Company's pension plan, employment agreement payments, warranty liabilities and rental 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 2020 until the underlying debts mature.





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The following table summarizes the Company's fixed cash obligations as of December 31, 2021 over the next five fiscal years:





In thousands                          2022     2023     2024     2025     2026
Long-term debt, including interest $ 4,104   $    -   $   31   $   31   $   31
Pension plan payments                  138        -      179      129       60
Employment obligations                   -        -        -        -        -
Estimated warranty liability           152      103       76       41       24
Operating lease payments               477      438      146      149      152
Total                              $ 4,871   $  541   $  432   $  350   $  267

As of December 31, 2021, the Company still had outstanding $302,000 of Notes which matured as of March 1, 2012. The Company also still had outstanding $220,000 of Debentures which matured on December 1, 2012. The Company continues to consider future exchanges of the remaining Notes and Debentures, but has no agreements, commitments or understandings with respect to any further exchanges. See Note 12 to the Consolidated Financial Statements - Long-Term Debt for further details.

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.





Pension Plan Contributions


The minimum required pension plan contribution for 2021 was $387,000, of which the Company contributed $305,000. At this time, we expect to make our minimum required contributions in 2022 of $138,000, including the shortfall from 2021; however, there is no assurance that we will be able to make any or all of such payments. See Note 15 to the Consolidated Financial Statements - Pension Plan for further details.

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

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement that is not a statement of historical fact should be considered a forward-looking statement. We often use words or phrases of expectation or uncertainty like "believe," "anticipate," "plan," "expect," "intent," "project," "future," "may," "will," "could," "would" and similar words to help identify forward-looking statements. Examples of forward-looking statements include statements regarding our future financial results, operating results, business strategies, projected costs, product development or future sales, competitive positions and plans and objectives of management for future operations.

We have based these forward-looking statements on our current expectations and projections about future events. However, they are subject to various risks and uncertainties, many of which are outside our control, including the circumstances described in the section entitled "Risk Factors" in this report. Accordingly, our actual results or financial condition could differ materially and adversely from those discussed in, or implied by, these forward-looking statements. We caution you not to place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date on which it is made, and, except to the extent required by federal securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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