UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

 

Commission file number 1-2257

 

TRANS-LUX CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

13-1394750

(State or other jurisdiction of

 

(I.R.S. Employer

 incorporation or organization)

 

Identification No.)

 

 

 

254 West 31st Street, 13th Floor, New York, New York

 

10001

(Address of principal executive offices)

 

(Zip code)

 

 

 

 

(800243-5544

 

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes     X      No      

 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to file such files).  Yes     X      No         

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ___

Accelerated filer ___

Non-accelerated filer      X   

Emerging growth company ___

Smaller reporting company      X   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                                    

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

 

Date  

 

Class

 

Shares Outstanding

5/14/24

 

Common Stock - $0.001 Par Value

 

13,496,276

 



 

TRANS-LUX CORPORATIONAND SUBSIDIARIES

 

 

Table of Contents

 

 

 

 

Page No.

Part I - Financial Information (unaudited)

 

 

 

 

Item 1.

Condensed Consolidated Balance Sheets – March 31, 2024 and December 31, 2023 (see Note 1)

1

 

 

 

 

Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2024 and 2023

2

 

 

 

 

Condensed Consolidated Statements of Comprehensive Loss – Three Months Ended March 31, 2024 and 2023

2

 

 

 

 

Condensed Consolidated Statements of Changes in Stockholders’ Deficit –Three Months Ended March 31, 2024 and 2023

3

 

 

 

 

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2024 and 2023

4

 

 

 

 

Notes to Condensed Consolidated Financial Statements

5

 

 

 

         Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

 

 

 

        Item 3.

Quantitative and Qualitative Disclosures about Market Risk

21

 

 

 

         Item 4.

Controls and Procedures

22

 

 

 

Part II - Other Information

 

 

 

 

          Item 1.

Legal Proceedings

22

 

 

 

          Item 1A.

Risk Factors

22

 

 

 

         Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

23

 

 

 

          Item 3.

Defaults upon Senior Securities

23

 

 

 

          Item 4.

Mine Safety Disclosures

24

 

 

 

        Item 5.

Other Information

24

 

 

 

          Item 6.

Exhibits

24

 

 

 

Signatures

 

25

 

 

 

Exhibits

 

 

 

 

Part I - Financial Information (unaudited)

Item 1.

TRANS-LUX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

In thousands, except share data                 

March 31

 

December 31

2024

 

2023

ASSETS

 

 

 

 

 

Current assets:

         

Cash and cash equivalents

$

96

 

$

185

Receivables, net

 

1,377

   

1,531

Inventories

 

2,091

 

 

2,372

Prepaids and other assets

 

368

 

 

148

Total current assets

 

3,932

 

 

4,236

Long-term assets:

         

Rental equipment, net

 

97

 

 

111

Property, plant and equipment, net

 

1,715

   

1,778

Right of use assets

 

1,880

 

 

1,971

Restricted cash

 

200

   

200

Other assets

 

34

 

 

34

Total long-term assets

 

3,926

 

 

4,094

TOTAL ASSETS

$

7,858

 

$

8,330

LIABILITIES AND STOCKHOLDERS' DEFICIT

         

Current liabilities:

 

 

 

 

 

Accounts payable

$

8,895

 

$

8,420

Accrued liabilities

 

5,636

 

 

5,352

Current portion of long-term debt

 

3,776

   

3,776

Current lease liabilities

 

365

 

 

352

Customer deposits

 

450

 

 

213

Total current liabilities

 

19,122

 

 

18,113

Long-term liabilities:

         

Long-term debt, less current portion

 

533

 

 

535

Long-term lease liabilities

 

1,546

   

1,644

Deferred pension liability and other

 

2,185

 

 

2,248

Total long-term liabilities

 

4,264

 

 

4,427

Total liabilities

 

23,386

 

 

22,540

Stockholders' deficit:

         

Preferred Stock

  -     -

Preferred Stock Series A - $20 stated value -  416,500 shares authorized;
   shares issued and outstanding: 0 in 2024 and 2023

 

-

 

 

-

Preferred Stock Series B - $200 stated value -  51,000 shares authorized;
   shares issued and outstanding: 0 in 2024 and 2023

 

-

   

-

Common Stock - $0.001 par value -  30,000,000 shares authorized;
   shares issued: 13,524,116 in 2024 and 2023
   shares outstanding: 13,496,276 in 2024 and 2023

 

13

 

 

13

Additional paid-in-capital

 

41,508

   

41,508

Accumulated deficit

 

(47,988)

 

 

(46,719)

Accumulated other comprehensive loss

 

(5,998)

   

(5,949)

Treasury stock - at cost - 27,840 common shares in 2024 and 2023

 

(3,063)

 

 

(3,063)

Total stockholders' deficit

 

(15,528)

 

 

(14,210)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

7,858

 

$

8,330

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

 

1


Table of Contents

 

TRANS-LUX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

 3 Months Ended

March 31

In thousands, except per share data

2024

 

2023

Revenues:

 

 

 

 

 

Digital product sales

$

2,429

$

4,121

Digital product lease and maintenance

 

195

 

 

228

Total revenues

 

2,624

 

 

4,349

 

 

 

 

 

 

Cost of revenues:

Cost of digital product sales

 

2,535

 

 

3,803

Cost of digital product lease and maintenance

 

85

 

 

105

Total cost of revenues

 

2,620

 

 

3,908

Gross income

 

4

 

 

441

General and administrative expenses

(1,126)

(1,078)

Operating loss

 

(1,122)

 

 

(637)

Interest expense, net

(142)

(144)

Gain (loss) on foreign currency remeasurement

 

52

 

 

(8)

Pension expense

 

(50)

 

 

(63)

Loss before income taxes

 

(1,262)

 

 

(852)

Income tax expense

 

(7)

 

 

(6)

Net loss

$

(1,269)

 

$

(858)

 

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

 

TRANS-LUX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

 

3 Months Ended

March 31

 

In thousands

2024

 

 2023

Net loss

$

(1,269)

 

 $

(858)

Other comprehensive (loss) income:

         

Unrealized foreign currency translation (loss) gain

 

(49)

 

 

7

Total other comprehensive (loss) income, net of tax

 

(49)

 

 

7

Comprehensive loss

$

(1,318)

 

 $

(851)

 

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

 

2


Table of Contents

 

TRANS-LUX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

Total

 

Preferred Stock

 

 

 

 

 

 

Add'l

 

 

 

 

Other

 

 

 

 

Stock-

 

Series A

 

Series B

 

Common Stock

 

Paid-in

 

Accumulated

 

Comprehensive

 

Treasury

 

holders'

In thousands, except share data

Shares

Amt

 

Shares

Amt

 

Shares

 

Amt

 

Capital

 

Deficit

 

(Loss) Gain

 

Stock

 

Deficit

For the 3 months ended March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance January 1, 2024

-

 

$

-

 

-

 

$

-

 

13,524,116

 

$

13

 

$

41,508

 

$

(46,719)

 

$

(5,949)

 

$

(3,063)

 

$

(14,210)

Net loss

-

 

 

-

 

-

 

 

-

 

-

 

 

-

 

 

-

 

 

(1,269)

 

 

-

 

 

-

 

 

(1,269)

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Unrealized foreign currency translation gain

-

 

 

-

 

-

 

 

-

 

-

 

 

-

 

 

-

 

 

-

 

 

(49)

 

 

-

 

 

(49)

Balance March 31, 2024

-

 

$

-

 

-

 

$

-

 

13,524,116

 

$

13

 

$

41,508

 

$

(47,988)

 

$

(5,998)

 

$

(3,063)

 

$

(15,528)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the 3 months ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance January 1, 2023

-

 

$

-

 

-

 

$

-

 

13,474,116

 

$

13

 

$

41,444

 

$

(42,652)

 

$

(6,066)

 

$

(3,063)

 

$

(10,324)

Net income

-

 

 

-

 

-

 

 

-

 

-

 

 

-

 

 

-

 

 

(858)

 

 

-

 

 

-

 

 

(858)

Issuance of options

-

 

 

-

 

-

 

 

-

 

-

 

 

-

 

 

38

 

 

-

 

 

-

 

 

-

 

 

38

Other comprehensive (loss) income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Unrealized foreign currency translation loss

-

 

 

-

 

-

 

 

-

 

-

 

 

-

 

 

-

 

 

-

 

 

7

 

 

-

 

 

7

Balance March 31, 2023

-

 

$

-

 

-

 

$

-

 

13,474,116

 

$

13

 

$

41,482

 

$

(43,510)

 

$

(6,059)

 

$

(3,063)

 

$

(11,137)

 

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

 

3


Table of Contents

 

TRANS-LUX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

3 Months Ended

March 31

In thousands

2024

 

2023

Cash flows from operating activities

 

 

 

 

 

Net loss

$

(1,269)

 

$

(858)

Adjustment to reconcile net loss to net cash
   provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

79

   

92

Amortization of right of use assets

 

91

 

 

105

(Gain) loss on foreign currency remeasurement

 

(52)

   

8

Amortization of stock options

 

-

 

 

38

Allowance for credit losses

 

12

   

112

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

142

   

(263)

Inventories

 

281

 

 

508

Prepaids and other assets

 

(220)

   

21

Accounts payable

 

475

 

 

423

Accrued liabilities

 

175

   

57

Operating lease liabilities

 

(85)

 

 

(109)

Customer deposits

 

237

   

(194)

Deferred pension liability and other

 

51

 

 

61

Net cash (used in) provided by operating activities

 

(83)

 

 

1

Cash flows from investing activities

 

 

 

 

 

Purchases of property, plant and equipment

 

(2)

 

 

-

Net cash used in investing activities

 

(2)

 

 

-

Cash flows from financing activities

         

Payments of long-term debt

 

(2)

 

 

-

Net cash used in financing activities

 

(2)

 

 

-

Effect of exchange rate changes

 

(2)

 

 

1

Net increase (decrease) in cash, cash equivalents and restricted cash

 

(89)

   

2

Cash, cash equivalents and restricted cash at beginning of year

 

385

 

 

48

Cash, cash equivalents and restricted cash at end of period

$

296

 

$

50

Supplemental disclosure of cash flow information:

 

 

 

 

 

Interest paid

$

-

 

$

-

Income taxes paid

 

6

 

 

10

Reconciliation of cash, cash equivalents and restricted cash to amounts
   reported in the Consolidated Balance Sheets at end of period:

         

Current assets

 

 

 

 

 

Cash and cash equivalents

$

96

 

$

50

Long-term assets

 

 

 

 

 

Restricted cash

 

200

 

 

-

Cash, cash equivalents and restricted cash at end of period

$

296

 

$

50

           

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

     

 

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TRANS-LUX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024

(unaudited)

 

 

Note 1 Basis of Presentation

 

As used in this report, “Trans-Lux,” the “Company,” “we,” “us,” and “our” refer to Trans-Lux Corporation and its subsidiaries.

 

Financial information included herein is unaudited, however, such information reflects all adjustments (of a normal and recurring nature), which are, in the opinion of management, necessary for the fair presentation of the Condensed Consolidated Financial Statements for the interim periods. The results for the interim periods are not necessarily indicative of the results to be expected for the full year.  The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”) and therefore do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”).  The Condensed Consolidated Financial Statements included herein should be read in conjunction with the Consolidated Financial Statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.  The Condensed Consolidated Balance Sheet at December 31, 2023 is derived from the December 31, 2023 audited financial statements.

 

Significant Accounting Policies

 

For a discussion of our significant accounting policies, see Note 1, Summary of significant accounting policies, within Part II, Item 8 “Financial Statements and Supplementary Data” in our 2023 Form 10-K. There have been no changes to our significant accounting policies since the 2023 Form 10-K.

 

The following new accounting pronouncements, and related impacts on adoption, are being evaluated by the Company:

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends ASC 280.  The intent of ASU 2023-07 is to improve the disclosures around a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses, by requiring entities to disclose on an annual and interim basis: (i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.  Furthermore, entities will be required to: (i) provide all annual disclosures about a segment’s profit or loss and assets currently required under ASC 280 on an interim basis as well, (ii) clarify that an entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources, and (iii) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.  ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.  The Company is currently evaluating the potential impact of ASU 2023-07 on its condensed consolidated financial statements and disclosures.

 

5


Table of Contents

 

Note 2 Liquidity and Going Concern

 

A fundamental principle of the preparation of financial statements in accordance with GAAP 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 accompanying Condensed Consolidated Financial Statements assuming the Company will continue as a going concern.

 

The Company has incurred recurring operating losses and continues to have a working capital deficiency including being in default on several debt obligations.  The Company recorded a loss of $1.3 million in the three months ended March 31, 2024, and had a working capital deficiency of $15.2 million as of March 31, 2024.  As of December 31, 2023, the Company had a working capital deficiency of $13.9 million.

 

The Company is dependent on future operating performance to be able 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), increases in interest rates 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.

 

If we are unable to (i) obtain additional liquidity for working capital, (ii) make the required minimum funding contributions to the defined benefit pension plan, (iii) make the required principal and interest payments on our outstanding 8¼% Limited convertible senior subordinated notes due 2012 (the “Notes”) and 9½% Subordinated debentures due 2012 (the “Debentures”), (iv) repay our obligations under our Loan Agreement (hereinafter defined) with Unilumin and/or (v) repay our obligations under our loan agreements with Carlisle, there would be a significant adverse impact on our financial position and operating results.  The Company continually evaluates the need and availability of long-term capital in order to meet its cash requirements and fund potential new opportunities.  Due to the above, there is substantial doubt as to whether we will have adequate liquidity, including access to the debt and equity capital markets, to continue as a going concern over the next 12 months from the date of issuance of this Form 10-Q.

 

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Table of Contents

 

Note 3 Revenue Recognition

 

We recognize revenue in accordance with two different accounting standards: 1) Accounting Standards Codification (“ASC”) Topic 606 and 2) ASC Topic 842.  Under Topic 606, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties.  A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account under Topic 606.  Our contracts with customers generally do not include multiple performance obligations.  We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer.  The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for such products or services.  None of the Company’s contracts contained a significant financing component as of March 31, 2024.  Revenue from the Company’s digital product and maintenance service is recognized ratably over the lease term in accordance with ASC Topic 842.

 

Disaggregated Revenues

 

The following table represents a disaggregation of revenue from contracts with customers for the three months ended March 31, 2024 and 2023, along with the reportable segment for each category:

 

 

For the Three Months Ended

In thousands

March 31, 2024

 

March 31, 2023

Digital product sales:

 

 

 

 

 

Catalog and small customized products

$

2,429

$

4,121

Large customized products

 

-

 

 

-

Subtotal

 

2,429

 

 

4,121

Digital product lease and maintenance:

 

 

 

 

Operating leases

99

131

Maintenance agreements

 

96

 

 

97

Subtotal

 

195

 

 

228

Total

$

2,624

 

$

4,349

 

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The Company has two primary revenue streams which are Digital product sales and Digital product lease and maintenance.

 

Digital Product Sales

 

The Company recognizes net revenue on digital product sales to its distribution partners and to end users related to digital display solutions and fixed digit scoreboards.  For the Company’s catalog products, revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract.  For the Company’s customized products, revenue is either recognized at a point in time or over time depending on the length of the contract.  For those customized product contracts that are smaller in size, revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract.  For those customized product contracts that are larger in size, revenue is recognized over time based on incurred costs as compared to projected costs using the input method, as this best reflects the Company’s progress in transferring control of the customized product to the customer.  The Company may also contract with a customer to perform installation services of digital display products.  Similar to the larger customized products, the Company recognizes the revenue associated with installation services using the input method, whereby the basis is the total contract costs incurred to date compared to the total expected costs to be incurred.

 

Revenue on sales to distribution partners are recorded net of prompt-pay discounts, if offered, and other deductions.  To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount method to which the Company expects to be entitled.  In the case of prompt-pay discounts, there are only two possible outcomes: either the customer pays on-time or does not.  Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.  Determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available.  The Company believes that the estimates it has established are reasonable based upon current facts and circumstances.  Applying different judgments to the same facts and circumstances could result in the estimated amounts to vary.  The Company offers an assurance-type warranty that the digital display products will conform to the published specifications.  Returns may only be made subject to this warranty and not for convenience.

 

Digital Product Lease and Maintenance

 

Digital product lease revenues represent revenues from leasing equipment that we own.  We do not generally provide an option for the lessee to purchase the rented equipment at the end of the lease and do not generate material revenue from sales of equipment under such options.  Our lease revenues do not include material amounts of variable payments.  Digital product maintenance revenues represent revenues from maintenance agreements for equipment that we do not own.  Lease and maintenance contracts generally run for periods of one month to 10 years.  A contract entered into by the Company with a customer may contain both lease and maintenance services (either or both services may be agreed upon based on the individual customer contract).  Maintenance services may consist of providing labor, parts and software maintenance as may be required to maintain the customer’s equipment in proper operating condition at the customer’s service location.  The Company concluded the lease and maintenance services represent a series of distinct services and the most representative method for measuring progress towards satisfying the performance obligation of these services is the input method.  Additionally, maintenance services require the Company to “stand ready” to provide support to the customer when and if needed.  As there is no discernable pattern of efforts other than evenly over the lease and maintenance terms, the Company will recognize revenue straight-line over the lease and maintenance terms of service.

 

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The Company has an enforceable right to payment for performance completed to date, as evidenced by the requirement that the customer pay upfront for each month of services. Lease and maintenance service amounts billed ahead of revenue recognition are recorded in deferred revenue and are included in accrued liabilities in the Condensed Consolidated Financial Statements.

 

Revenues from equipment lease and maintenance contracts are recognized during the term of the respective agreements.  At March 31, 2024, the future minimum lease payments due to the Company under operating leases that expire at varying dates through 2030 for its rental equipment and maintenance contracts, assuming no renewals of existing leases or any new leases, aggregating $1,210,000 are as follows:  $294,000 – remainder of 2024, $359,000 – 2025, $271,000 – 2026, $202,000 – 2027, $62,000 – 2028 and $22,000 thereafter.

 

Contract Balances with Customers

 

Contract assets primarily relate to rights to consideration for goods or services transferred to the customer when the right is conditional on something other than the passage of time.  The contract assets are transferred to the receivables when the rights become unconditional.  As of March 31, 2024 and December 31, 2023, the Company had no contract assets.  The contract liabilities primarily relate to the advance consideration received from customers for contracts prior to the transfer of control to the customer and therefore revenue is recognized on completion of delivery.  Contract liabilities are classified as deferred revenue by the Company and are included in customer deposits and accrued liabilities in the Condensed Consolidated Balance Sheets.

 

The following table presents the balances in the Company’s receivables and contract liabilities with customers:

 

In thousands

March 31, 2024

December 31, 2023

Gross receivables

$

1,459

 

$

                    1,685

Allowance for credit losses

 

82

 

 

                       154

Net receivables

 

1,377

 

 

                    1,531

Contract liabilities

 

601

 

 

                       225

 

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During the three months ended March 31, 2024 and 2023, the Company recognized the following revenues as a result of changes in the contract asset and the contract liability balances in the respective periods:

 

 

For the Three Months Ended

In thousands

March 31, 2024

 

March 31, 2023

Revenue recognized in the period from:

 

 

 

 

 

Amounts included in the contract liability at the beginning of the period

$

134

$

367

Performance obligations satisfied in previous periods
(for example, due to changes in transaction price)

$

-

 

$

-

 

Transaction Price Allocated to Future Performance Obligations

 

As of March 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations for digital product sales was $2.2 million and digital product lease and maintenance was $1.2 million.

 

The Company expects to recognize revenue on approximately 79%, 15% and 6% of the remaining performance obligations over the next 12 months, 13 to 36 months and 37 or more months, respectively.

 

Costs to Obtain or Fulfill a Customer Contract

 

The Company capitalizes incremental costs of obtaining customer contracts.  Capitalized commissions are amortized based on the transfer of the products or services to which the assets relate.  Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less.  These costs are included in General and administrative expenses.

 

The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products.  When shipping and handling costs are incurred after a customer obtains control of the products, the Company also has elected to account for these as costs to fulfill the promise and not as a separate performance obligation.  Shipping and handling costs associated with the distribution of finished products to customers are recorded in costs of goods sold and are recognized when the related finished product is shipped to the customer.

 

Note 4 – Inventories

 

Inventories consist of the following:

 

 

March 31

2024

 

December 31

2023

In thousands

 

Raw materials

$

1,979

 

$

2,102

Work-in-progress

 

-

   

18

Finished goods

 

112

 

 

252

 

$

2,091

 

$

2,372

 

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Note 5 – Rental Equipment, net

 

Rental equipment consists of the following:

 

 

March 31

2024

 

December 31

2023

In thousands

 

Rental equipment

$

1,049

 

$

1,049

Less accumulated depreciation

 

952

 

 

938

Net rental equipment

$

97

 

$

111

 

Depreciation expense for rental equipment for the three months ended March 31, 2024 and 2023 was $14,000 and $29,000, respectively.

 

Note 6 – Property, Plant and Equipment, net

 

Property, plant and equipment consists of the following:

 

 

In thousands

March 31

2024

 

December 31

2023

 

Machinery, fixtures and equipment

$

3,179

 

$

3,177

Leaseholds and improvements

 

23

 

 

23

 

 

3,202

 

 

3,200

Less accumulated depreciation

 

1,487

 

 

1,422

Net property, plant and equipment

$

1,715

 

$

1,778

 

The Company’s net property, plant and equipment was pledged as collateral under various financing agreements.

 

Depreciation expense for property, plant and equipment for the three months ended March 31, 2024 and 2023 was $65,000 and $63,000, respectively.

 

Note 7 – Long-Term Debt

 

Long-term debt consists of the following:

 

In thousands

March 31

2024

 

 December 31

2023

 

8¼% Limited convertible senior subordinated notes due 2012

$

302

 

$

302

9½% Subordinated debentures due 2012

220

220

Revolving credit line – related party

 

2,247

 

 

2,247

Term loans – related party

1,000

1,000

Term loans

 

540

 

 

542

Total debt

4,309

4,311

Less portion due within one year

 

3,776

 

 

3,776

Net long-term debt

$

533

 

$

535

 

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On September 16, 2019, the Company entered into a loan agreement (the “Loan Agreement”) with MidCap.  On June 3, 2020, March 23, 2021 and May 31, 2021, the Company and MidCap entered into modification agreements to the Loan Agreement.  On July 30, 2021, MidCap assigned the loan to Unilumin.  On March 20, 2023, the Company and Unilumin entered into a modification agreement to the Loan Agreement effective December 31, 2022.  The Loan Agreement matured on December 31, 2023, as such the Company is currently in default.  The Loan Agreement allowed the Company to borrow up to an aggregate of $2.2 million at an interest rate of the Prime Rate as published in the Wall Street Journal plus 4.75% (13.25% at March 31, 2024) on a revolving credit loan based on accounts receivable, inventory and equipment for general working capital purposes.  As of March 31, 2024, the balance outstanding under the Loan Agreement was $2.2 million.  As of March 31, 2024 and December 31, 2023, the Company had accrued $631,000 and $557,000, respectively, of interest related to this loan, which are included in accrued liabilities in the Condensed Consolidated Balance Sheets.  The Loan Agreement is secured by substantially all of the Company’s assets.

 

The Company entered into a loan note (the “Loan Note”) with the SBA (“Lender”) as lender under their Economic Injury Disaster Loan (“EIDL”) program, dated as of December 10, 2021.  Under the Loan Note, the Company borrowed $500,000 from Lender under the EIDL Program.  As of March 31, 2023, $500,000 was outstanding.  The loan matures on December 10, 2051 and carries an interest rate of 3.75%.  As of March 31, 2024 and December 31, 2023, the Company had accrued $43,000 and $38,000, respectively, of interest related to the Loan Note, which is included in Accrued liabilities in the Consolidated Balance Sheets.

 

The Company has a $500,000 loan from Carlisle Investments Inc. (“Carlisle”) at a fixed interest rate of 12.00%, which matured on April 27, 2019 with a bullet payment of all principal due at such time (the “Carlisle Agreement”).  Interest is payable monthly.  Carlisle had agreed to not demand payment on the loan through at least December 31, 2020, and has not made any such demands as of the date of this filing.  As of March 31, 2024, the entire amount was outstanding and is included in current portion of long-term debt in the Consolidated Balance Sheets.  As of March 31, 2024 and December 31, 2023, the Company had accrued $375,000 and $360,000, respectively, of interest related to this loan, which are included in accrued liabilities in the Condensed Consolidated Balance Sheets. Marco Elser, a director of the Company, exercises voting and dispositive power as investment manager of Carlisle.

 

The Company has an additional $500,000 loan from Carlisle at a fixed interest rate of 12.00%, which matured on December 10, 2017 with a bullet payment of all principal due at such time (the “Second Carlisle Agreement”).  Interest is payable monthly.  Carlisle had agreed to not demand payment on the loan through at least December 31, 2020, and has not made any such demands as of the date of this filing.  As of March 31, 2024, the entire amount was outstanding and is included in current portion of long-term debt Consolidated Balance Sheets.  As of March 31, 2024 and December 31, 2023, the Company had accrued $375,000 and $360,000, respectively, of interest related to this loan, which are included in accrued liabilities in the Condensed Consolidated Balance Sheets.  Under the Second Carlisle Agreement, the Company granted a security interest to Carlisle in accounts receivable, materials and intangibles relating to a certain purchase order for equipment issued in April 2017.

 

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As of March 31, 2024 and December 31, 2023, the Company had outstanding $302,000 of Notes.  The Notes matured as of March 1, 2012 and are currently in default.  As of March 31, 2024 and December 31, 2023, the Company had accrued $363,000 and $357,000, respectively, of interest related to the Notes, which is included in Accrued liabilities in the Consolidated Balance Sheets.  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.

 

As of March 31, 2024 and December 31, 2023, the Company had outstanding $220,000 of Debentures.  The Debentures matured as of December 1, 2012 and are currently in default.  As of March 31, 2024 and December 31, 2023, the Company had accrued $300,000 and $294,000, respectively, of interest related to the Debentures, which is included in Accrued liabilities in the Consolidated Balance Sheets.  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.

 

Note 8 Pension Plan

 

As of December 31, 2003, the benefit service under the pension plan had been frozen and, accordingly, there is no service cost.  As of April 30, 2009, the compensation increments had been frozen and, accordingly, no additional benefits are being accrued under the pension plan.

 

The following table presents the components of net periodic pension cost:

 

Three months ended March 31

 

In thousands

2024

  

2023

Interest cost

$

129

 

$

134

Expected return on plan assets

(154)

(145)

Amortization of net actuarial loss

 

75

 

 

74

Net periodic pension expense

$

50

 

$

63

 

As of March 31, 2024 and December 31, 2023, the Company had recorded a current pension liability of $954,000 and $840,000, respectively, which is included in accrued liabilities in the Condensed Consolidated Balance Sheets.  As of both March 31, 2024 and December 31, 2023, the Company had recorded a long-term pension liability of $2.2 million, which is included in deferred pension liability and other in the Condensed Consolidated Balance Sheets.  The minimum required pension plan contribution for 2024 is $840,000.

 

Note 9 – Leases

 

The Company leases administrative and manufacturing facilities through operating lease agreements. The Company has no finance leases as of March 31, 2024.  Our leases include both lease (e.g., fixed payments including rent) and non-lease components (e.g., common area or other maintenance costs). The facility leases include one or more options to renew.  The exercise of lease renewal options is typically at our sole discretion, therefore, the renewals to extend the lease terms are not included in our right of use (“ROU”) assets or lease liabilities as they are not reasonably certain of exercise.  We regularly evaluate the renewal options and, when they are reasonably certain of exercise, we include the renewal period in our lease term.

 

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Operating leases result in the recognition of ROU assets and lease liabilities on the Condensed Consolidated Balance Sheets.  ROU assets represent our right to use the leased asset for the lease term and lease liabilities represent our obligation to make lease payments.  Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.  As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate at the commencement date to determine the present value of lease payments.  Most real estate leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 5 years or more.  Lease expense is recognized on a straight-line basis over the lease term.  Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets.  The primary leases we enter into with initial terms of 12 months or less are for equipment.

 

Supplemental information regarding leases:

 

 

March 31

2024

In thousands, unless otherwise noted

Balance Sheet:

 

 

ROU assets

$

1,880

Current lease liabilities – operating

 

365

Non-current lease liabilities - operating

 

1,546

Total lease liabilities

 

1,911

Weighted average remaining lease term (years)

 

4.1

Weighted average discount rate

 

10.5%

Future minimum lease payments:

   

Remainder of 2024

$

409

2025

 

560

2026

 

577

2027

 

452

2028

 

414

Thereafter

 

-

Total

 

2,412

Less: Imputed interest

 

501

Total lease liabilities

 

1,911

Less: Current lease liabilities

 

365

Long-term lease liabilities

$

1,546

 

Supplemental cash flow information regarding leases:

 

 

For the three months ended

In thousands

March 31, 2024

Operating cash flow information:

   

  Cash paid for amounts included in the measurement of lease liabilities

$

136

Non-cash activity:

   

  ROU assets obtained in exchange for lease liabilities

 

-

 

Total operating lease expense was $140,000 and $119,000 for the three months ended March 31, 2024 and 2023, respectively.  There was no short-term lease expense for the three months ended March 31, 2024 and 2023.

 

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Note 10 – Stockholders’ Deficit and Loss Per Share

 

The following table presents the calculation of loss per share for the three months ended March 31, 2024 and 2023:

 

 

Three months ended March 31

In thousands, except per share data

2024

 

2023

Numerator:

 

 

 

 

 

Net loss. as reported

$

(1,269)

 

$

(858)

Denominator:

 

 

 

 

 

Weighted average shares outstanding – basic and diluted

 

13,496

 

 

13,446

Basic and diluted loss per share – basic and diluted

$

(0.09)

 

$

(0.06)

 

Basic loss per common share is computed by dividing net loss attributable to common shares by the weighted average number of common shares outstanding for the period.  Diluted loss per common share is computed by dividing net loss attributable to common shares, by the weighted average number of common shares outstanding, adjusted for shares that would be assumed outstanding after warrants and stock options vested under the treasury stock method.

 

As of March 31, 2024, the Company excluded the effects of the outstanding stock options to purchase 280,000 shares in the calculation of diluted loss per share since their inclusion would have been anti-dilutive.  As of March 31, 2024 and 2023, the Company had other warrants to purchase 1.6 million shares of Common Stock outstanding, which were excluded from the calculation of diluted loss per share because their exercise price was greater than the average stock price for the period and their inclusion would have been anti-dilutive.

 

A summary of the status of the Company’s stock options as of March 31, 2024 and the changes during the three months then ended is presented below:

 

 

 

 

 

 

 

Weighted average

 

 

 

 

Number of

 

Weighted Average

 

remaining contractual

     

 

Options

 

Exercise Price

life (in years)

 

Average intrinsic value

Outstanding at December 31, 2023

280,000

 

$

0.40

 

2.3

 

$

0.19

Granted

-

   

-

         

Expired

-

 

 

-

 

 

 

 

 

Outstanding at March 31, 2024

280,000

 

$

0.40

 

2.0

 

$

0.19

Exercisable at the end of the period

280,000

 

$

0.40

 

2.0

 

$

0.19

 

There was no equity based compensation for the three months ended March 31, 2024.  Equity based compensation was $38,000 for the three months ended March 31, 2023.  There is no more unrecognized equity based compensation cost related to unvested stock options as of March 31, 2024.

 

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Note 11 – 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.  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.

 

Note 12 – Related Party Transactions

 

The Company has the following related party transactions:

 

As of March 31, 2024, Unilumin owns 51.8% of the Company’s Common Stock and beneficially owns 53.5% of the Company’s Common Stock. Nicholas J. Fazio, Jie Feng and Yantao Yu, each directors of the Company, are each directors and/or officers of Unilumin. Mr. Fazio and Mr. Yu are both executive officers of the Company and are receiving compensation of $125,000 and $26,000, respectively, since January 1, 2023. They also continue to receive some compensation directly from Unilumin. The Company purchased $237,000 and $472,000 of product from Unilumin in the three months ended March 31, 2024 and 2023, respectively. Beginning January 1, 2023, the Company has accrued interest payable to Unilumin based on the Company’s accounts payable to Unilumin. The total amount payable by the Company to Unilumin, including accounts payable, accrued interest and long-term debt, was $10.4 million and $10.0 million as of March 31, 2024 and December 31, 2023, respectively. In connection with the Unilumin Guarantee in the CMA, the Company issued Warrants to purchase 500,000 shares of the Company’s Common Stock to Unilumin USA at an exercise price of $1.00 per share (see Note 11). The Company occupies space in a New York office that is leased by Unilumin at no cost.

 

Marco Elser, a director of the Company, exercises voting and dispositive power as investment manager of Carlisle.  The total amount payable by the Company to Carlisle, including accrued interest and long-term debt, was $1.8 million and $1.7 million as of March 31, 2024 and December 31, 2023, respectively.

 

Note 13 Business Segment Data

 

Operating segments are based on the Company’s business components for 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 of the business.

 

The Company evaluates segment performance and allocates resources based upon operating income (loss). The Company’s operations are managed in two reportable business segments: Digital product sales and Digital product lease and maintenance.  Both design and produce large-scale, multi-color, real-time digital 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 Digital product sales segment sells equipment and the Digital product lease and maintenance segment leases and maintains equipment.  Corporate general and administrative items relate to costs that are not directly identifiable with a segment.  There are no intersegment sales.

 

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Foreign revenues represent less than 10% of the Company’s revenues in the three months ended March 31, 2024 and 2023.  The Company’s 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 operations in its two business segments for the three months ended March 31, 2024 and 2023 is as follows:

 

Three Months Ended March 31

In thousands

2024

 

2023

Revenues:

 

 

 

 

 

Digital product sales

$

2,429

$

4,121

Digital product lease and maintenance

 

195

 

 

228

Total revenues

$

2,624

$

4,349

Operating (loss) income:

 

 

 

 

 

Digital product sales

$

(759)

$

(301)

Digital product lease and maintenance

 

110

 

 

123

Corporate general and administrative expenses

 

(473)

 

(459)

Total operating loss

 

(1,122)

 

 

(637)

Interest expense, net

(142)

(144)

Gain (loss) on foreign currency remeasurement

 

52

 

 

(8)

Pension expense

 

(50)

 

(63)

Loss before income taxes

 

(1,262)

 

 

(852)

Income tax expense

 

(7)

 

(6)

Net loss

$

(1,269)

 

$

(858)

 

 

March 31

2024

 

 December 31

2023

 

 

Assets

 

 

 

 

 

   Digital product sales

$

7,164

$

7,502

   Digital product lease and maintenance

 

598

 

 

643

   Total identifiable assets

7,762

8,145

   General corporate

 

96

 

 

185

   Total assets

$

7,858

$

8,330

 

Note 14 – Subsequent Events

 

The Company has evaluated events and transactions subsequent to March 31, 2024 and through the date these Condensed Consolidated Financial Statements were included in this Form 10-Q and filed with the SEC.

 

Item 2.             Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

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.

 

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Critical Accounting Estimates 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Management bases its estimates on historical experience along with other assumptions that we believe are reasonable in formulating our bases for making judgements regarding the carrying amounts of assets and liabilities that are not readily apparent elsewhere.  Estimates are adjusted as new information becomes available.  Actual results could differ from those estimates.  Our critical accounting estimates are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on April 1, 2024.

 

Results of Operations

 

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

 

The following table presents our Statements of Operations data, expressed as a percentage of revenue for the three months ended March 31, 2024 and 2023:

 

 

Three months ended March 31

In thousands, except percentages

2024

 

2023

Revenues:

 

 

 

 

 

 

 

 

   

 

 

Digital product sales

$

2,429

 

92.6

%

 

$

4,121

 

94.8

%

Digital product lease and maintenance

 

      195

 

7.4

%

 

 

  228

 

5.2

%

Total revenues

 

   2,624

 

100.0

%

 

 

    4,349

 

100.0

%

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

Cost of digital product sales

 

   2,535

 

96.6

%

 

 

3,803

 

87.5

%

Cost of digital product lease and maintenance

 

      85

 

3.2

%

 

 

       105

 

2.4

%

Total cost of revenues

 

   2,620

 

99.8

%

 

 

    3,908

 

89.9

%

Gross profit

 

      4

 

0.2

%

 

 

       441

 

10.1

%

General and administrative and restructuring expenses

 

  (1,126)

 

(43.0)

%

 

 

     (1,078)

 

(24.8)

%

Operating loss

 

     (1,122)

 

(42.8)

%

 

 

(637)

 

(14.7)

%

Interest expense, net

 

     (142)

 

(5.4)

%

 

 

     (144)

 

(3.3)

%

Gain (loss) on foreign currency remeasurement

 

52

 

2.0

%

 

 

       (8)

 

(0.2)

%

Pension expense

 

       (50)

 

(1.9)

%

 

 

        (63)

 

(1.4)

%

Loss income before income taxes

 

     (1,262)

 

(48.1)

%

 

 

      (852)

 

(19.6)

%

Income tax expense

 

         (7)

 

(0.3)

%

 

 

         (6)

 

(0.1)

%

Net loss

$

(1,269)

 

(48.4)

%

 

$

 (858)

 

    (19.7)

%

 

Total revenues for the three months ended March 31, 2024 decreased $1.7 million or 39.7% to $2.6 million from $4.3 million for the three months ended March 31, 2023, primarily due to decreases in Digital product sales, as well as a decrease in Digital product lease and maintenance revenues.

 

Digital product sales revenues decreased $1.7 million or 41.1%, primarily due to the non-recurrence of a couple of large sales that were delivered in the first quarter of the 2023.

 

Digital product lease and maintenance revenues decreased $33,000 or 14.5%, primarily due to the continued 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 three months ended March 31, 2024 increased $485,000 to $1.1 million from $637,000 for the three months ended March 31, 2023, principally due to the decrease in revenues.

 

Digital product sales operating loss increased $458,000 to $759,000 for the three months ended March 31, 2024 compared to $301,000 for the three months ended March 31, 2023, primarily due to the decrease in revenues.  The cost of Digital product sales decreased $1.3 million or 33.3%, primarily due to the decrease in revenues.  The cost of Digital product sales represented 104.4% of related revenues in 2024 compared to 92.3% in 2023, which increase was caused by a greater decrease in revenues than the decrease in expenses.  General and administrative expenses for Digital product sales increased $34,000 or 5.5%, primarily due to increases in employee and consulting expenses, partially offset by a decrease in the accrual for credit losses.

 

Digital product lease and maintenance operating income decreased $13,000 or 10.6%, primarily due to the decrease in revenues, partially offset by a decrease in depreciation expense.  The cost of Digital product lease and maintenance decreased $20,000 or 19.0%, primarily due to a decrease in depreciation expense.  The cost of Digital product lease and maintenance revenues represented 43.6% of related revenues in 2024 compared to 46.1% in 2023, which decrease was caused by the reduction of depreciation which was greater than the revenue reduction.  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 remained level.

 

Corporate general and administrative expenses increased $14,000 or 3.1%, primarily due to increases in insurance and audit expenses.

 

Net interest expense decreased $2,000 or 1.4%, primarily due to a decrease in the outstanding principal balance.

 

The effective tax rate for the three months ended March 31, 2024 and 2023 was 0.6% and 0.7%, respectively.  Both the 2024 and 2023 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 including being in default on several debt obligations.  The Company recorded a loss of $1.3 million in the three months ended March 31, 2024.  The Company had working capital deficiencies of $15.2 million and $13.9 million as of March 31, 2024 and December 31, 2023, respectively.  The increase in the working capital deficiency resulted primarily from increases in accounts payable, accrued liabilities and customer deposits, as well as decreases in inventories, receivables and cash.   These changes were partially offset by increases in prepaids and other assets.

 

19


Table of Contents

 

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 continue as a going concern 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 $83,000 and generated cash of $1,000 from operating activities for the three months ended March 31, 2024 and 2023, 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 and cash equivalents decreased $89,000 in the three months ended March 31, 2024 to $96,000 at March 31, 2024 from $185,000 at December 31, 2023.  The decrease is primarily attributable to cash used in operating activities of $83,000.  The current economic environment has increased the Company’s trade receivables collection cycle, and its allowances for expected credit losses, 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 2024 until the underlying debts mature.  As interest rates have increased in 2023 and may continue to increase, the amounts the Company pays for interest could exceed the projected amounts.

 

20


Table of Contents


The following table summarizes the Company’s fixed cash obligations as of March 31, 2024 for the remainder of 2024 and over the next four fiscal years:

 

In thousands

Remainder of
 2024

 

 

2025

 

 

2026

 

 

2027

 

 

2028

Long-term debt, including interest

$

5,545

 

$

42

 

$

42

 

$

42

 

$

39

Pension plan payments

 

840

 

 

417

 

 

357

 

 

329

 

 

301

Estimated warranty liability

 

68

 

 

65

 

 

53

 

 

30

 

 

8

Operating lease payments

 

409

 

 

560

 

 

577

 

 

452

 

 

414

Total

$

6,862

 

1,084

 

1,029

 

853

 

762

 

As of March 31, 2024, 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.

 

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 expected minimum required pension plan contribution for 2024 is $840,000, of which no contributions have been made by the Company as of the date of this filing.  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.

 

Item 3.             Quantitative and Qualitative Disclosures about Market Risk

 

The Company is subject to interest rate risk on its long-term debt.  The Company manages its exposure to changes in interest rates by the use of variable and fixed interest rate debt.  The fair value of the Company’s fixed rate long-term debt is disclosed in Note 7 to the Condensed Consolidated Financial Statements – Long-Term Debt.  Every 1-percentage-point change in interest rates would result in an annual interest expense fluctuation of approximately $22,000.  In addition, the Company is exposed to foreign currency exchange rate risk mainly as a result of its investment in its Canadian subsidiary. A 10% change in the Canadian dollar relative to the U.S. dollar would result in a currency remeasurement expense fluctuation of approximately $241,000, 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 March 31, 2024.

 

21


Table of Contents

 

Item 4.             Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures.  As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer) and our Chief Accounting Officer (our principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures.  Our Chief Executive Officer and Chief Accounting 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 SEC and that such information is accumulated and communicated to our management (including our Chief Executive Officer and our Chief Accounting Officer) to allow timely decisions regarding required disclosures.  Based on such evaluation, our Chief Executive Officer and Chief Accounting Officer have concluded that these disclosure controls are effective as of March 31, 2024.

 

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 quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II – Other Information

 

Item 1.             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.  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.

 

Item 1A.          Risk Factors

 

The Company is subject to a number of risks including general business and financial risk factors.  Any or all of such factors could have a material adverse effect on the business, financial condition or results of operations of the Company.  You should carefully consider the risk factors identified in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

22


Table of Contents

 

Item 2.             Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.             Defaults upon Senior Securities

 

As disclosed in Note 7 to the Condensed Consolidated Financial Statements – Long-Term Debt, the Company had outstanding $2.2 million under the Loan Agreement.  The Loan Agreement matured on December 31, 2023, so the Company is currently in default.  As of March 31, 2024 and December 31, 2023, the Company had accrued $631,000 and $557,000, respectively, of interest related to the Loan Agreement, which is included in accrued liabilities in the Condensed Consolidated Balance Sheets.  The Loan Agreement is secured by substantially all of the Company’s assets.

 

As disclosed in Note 7 to the Condensed Consolidated Financial Statements – Long-Term Debt, the Company had outstanding a $500,000 loan from Carlisle Investments Inc., which matured on April 27, 2019, so the Company is currently in default.  As of March 31, 2024 and December 31, 2023, the Company had accrued $375,000 and $360,000, respectively, of interest related to the Carlisle Loan, which is included in accrued liabilities in the Condensed Consolidated Balance Sheets.

 

As disclosed in Note 7 to the Condensed Consolidated Financial Statements – Long-Term Debt, the Company had outstanding an additional $500,000 loan from Carlisle, which matured on December 10, 2017, so the Company is currently in default.  As of March 31, 2024 and December 31, 2023, the Company had accrued $375,000 and $360,000, respectively, of interest related to the Second Carlisle Loan, which is included in accrued liabilities in the Condensed Consolidated Balance Sheets.  Under the Second Carlisle Agreement, the Company granted a security interest to Carlisle in accounts receivable, materials and intangibles relating to a certain purchase order for equipment issued in April 2017.

 

As disclosed in Note 7 to the Condensed Consolidated Financial Statements – Long-Term Debt, the Company had outstanding $302,000 of Notes which are no longer convertible into common shares.  The Notes matured as of March 1, 2012, so the Company is currently in default.  As of March 31, 2024 and December 31, 2023, the Company had accrued $363,000 and $357,000, respectively, of interest related to the Notes, which is included in accrued liabilities in the Condensed Consolidated Balance Sheets.

 

As disclosed in Note 7 to the Condensed Consolidated Financial Statements – Long-Term Debt, the Company had outstanding $220,000 of Debentures.  The Debentures matured as of December 1, 2012, so the Company is currently in default.  As of March 31, 2024 and December 31, 2023, the Company had accrued $300,000 and $294,000, respectively, of interest related to the Debentures, which is included in accrued liabilities in the Condensed Consolidated Balance Sheets.  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.

 

23


Table of Contents

 

Item 4.             Mine Safety Disclosures

 

Not applicable.

 

Item 5.             Other Information

 

None.

 

Item 6.             Exhibits

 

31.1     Certification of Nicholas J. Fazio, 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 Todd Dupee, Senior Vice President and Chief Accounting 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 Nicholas J. Fazio, 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 Todd Dupee, Senior Vice President and Chief Accounting Officer,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

 

101      The following financial information from the Company’s Form 10-Q for the quarterly period ended March 31, 2024 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Deficit, and (v) Notes to Condensed Consolidated Financial Statements.

 

104      Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)

 

24


Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

TRANS-LUX CORPORATION

 

(Registrant)

 

 

 

 

by 

/s/  Nicholas J. Fazio

 

 

Nicholas J. Fazio

 

 

Chief Executive Officer

 

 

 

 

by 

 /s/  Todd Dupee

 

 

Todd Dupee

 

 

Senior Vice President and

Chief Accounting Officer

 

 

 

Date:  May 15, 2024

 

 

 

25

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EXHIBIT 31.1

TRANS-LUX CORPORATION

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT

 

I, Nicholas J. Fazio, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Trans-Lux Corporation for the quarter ended March 31, 2024;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report;

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

/ s/ Nicholas J. Fazio                        

Date:  May 15, 2024

Nicholas J. Fazio

 

Chief Executive Officer

 

(Principal Executive Officer)

 

EXHIBIT 31.2

TRANS-LUX CORPORATION

CERTIFICATION OF THE CHIEF ACCOUNTING OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT

 

I, Todd Dupee, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Trans-Lux Corporation for the quarter ended March 31, 2024;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report;

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

/s/ Todd Dupee                                        

Date:  May 15, 2024

Todd Dupee

 

Senior Vice President and

 

Chief Executive Officer

 

(Principal Executive Officer)

 

EXHIBIT 32.1

 

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I, Nicholas J. Fazio, Chief Executive Officer of Trans-Lux Corporation (the “Registrant”), do hereby certify, to the best of my knowledge that:

 

(1) The Registrant’s Annual Report on Form 10-Q for the quarter ended March 31, 2024 being filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

            This Certification accompanies this Form 10-Q as an exhibit, but shall not be deemed as having been filed for purposes of Section 18 of the Securities Exchange Act of 1934 or as a separate disclosure document of the Registrant or the certifying officer.

 

 

 

 

/ s/ Nicholas J. Fazio                        

Date:  May 15, 2024

Nicholas J. Fazio

 

Chief Executive Officer

 

(Principal Executive Officer)

 

EXHIBIT 32.2

 

 

CERTIFICATION OF CHIEF ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I, Todd Dupee, Senior Vice President and Chief Accounting Officer of Trans-Lux Corporation (the “Registrant”), do hereby certify, to the best of my knowledge that:

 

(1) The Registrant’s Annual Report on Form 10-Q for the quarter ended March 31, 2024 being filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

            This Certification accompanies this Form 10-Q as an exhibit, but shall not be deemed as having been filed for purposes of Section 18 of the Securities Exchange Act of 1934 or as a separate disclosure document of the Registrant or the certifying officer.

 

 

 

/s/ Todd Dupee                              

Date:  May 15, 2024

Todd Dupee

 

Senior Vice President and

 

Chief Executive Officer

 

(Principal Executive Officer)

 

v3.24.1.1.u2
Document And Entity Information - shares
3 Months Ended
Mar. 31, 2024
May 14, 2024
Document Information Line Items    
Entity Registrant Name TRANS-LUX CORPORATION  
Document Type 10-Q  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   13,496,276
Amendment Flag false  
Entity Central Index Key 0000099106  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Mar. 31, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 1-2257  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 13-1394750  
Entity Address, Address Line One 254 West 31st Street  
Entity Address, Address Line Two 13th Floor  
Entity Address, State or Province NY  
Entity Address, City or Town New York  
Entity Address, Postal Zip Code 10001  
City Area Code 800  
Local Phone Number 243-5544  
Entity Interactive Data Current Yes  
Title of 12(g) Security Common Stock - $0.001 Par Value  
v3.24.1.1.u2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 96,000 $ 185,000
Receivables, net 1,377,000 1,531,000
Inventories 2,091,000 2,372,000
Prepaids and other assets 368,000 148,000
Total current assets 3,932,000 4,236,000
Long-term assets:    
Rental equipment, net 97,000 111,000
Property, plant and equipment, net 1,715,000 1,778,000
Right of use assets 1,880,000 1,971,000
Restricted cash 200,000 200,000
Other assets 34,000 34,000
Total long-term assets 3,926,000 4,094,000
TOTAL ASSETS 7,858,000 8,330,000
Current liabilities:    
Accounts payable 8,895,000 8,420,000
Accrued liabilities 5,636,000 5,352,000
Current portion of long-term debt 3,776,000 3,776,000
Current lease liabilities 365,000 352,000
Customer deposits 450,000 213,000
Total current liabilities 19,122,000 18,113,000
Long-term liabilities:    
Long-term debt, less current portion 533,000 535,000
Long-term lease liabilities 1,546,000 1,644,000
Deferred pension liability and other 2,185,000 2,248,000
Total long-term liabilities 4,264,000 4,427,000
Total liabilities 23,386,000 22,540,000
Stockholders' deficit:    
Preferred Stock Series A - $20 stated value - 416,500 shares authorized; shares issued and outstanding: 0 in 2024 and 2023 & Preferred Stock Series B - $200 stated value - 51,000 shares authorized; shares issued and outstanding: 0 in 2024 and 2023
Common Stock - $0.001 par value - 30,000,000 shares authorized; shares issued: 13,524,116 in 2024 and 2023 shares outstanding: 13,446,276 in 2024 and 2023 13,000 13,000
Additional paid-in-capital 41,508,000 41,508,000
Accumulated deficit (47,988,000) (46,719,000)
Accumulated other comprehensive loss (5,998,000) (5,949,000)
Treasury stock - at cost - 27,840 common shares in 2024 and 2023 (3,063,000) (3,063,000)
Total stockholders' deficit (15,528,000) (14,210,000)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 7,858,000 8,330,000
Convertible Preferred Stock [Member] | Series A Preferred Stock [Member]    
Stockholders' deficit:    
Preferred Stock Series A - $20 stated value - 416,500 shares authorized; shares issued and outstanding: 0 in 2024 and 2023 & Preferred Stock Series B - $200 stated value - 51,000 shares authorized; shares issued and outstanding: 0 in 2024 and 2023
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member]    
Stockholders' deficit:    
Preferred Stock Series A - $20 stated value - 416,500 shares authorized; shares issued and outstanding: 0 in 2024 and 2023 & Preferred Stock Series B - $200 stated value - 51,000 shares authorized; shares issued and outstanding: 0 in 2024 and 2023
v3.24.1.1.u2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parentheticals) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Common Stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common Stock, shares authorized 30,000,000 30,000,000
Common Stock, shares issued 13,524,116 13,524,116
Common Stock, shares outstanding 13,496,276 13,496,276
Treasury Stock, shares 27,840 27,840
Convertible Preferred Stock [Member] | Series A Preferred Stock [Member]    
Preferred Stock, par value (in Dollars per share) $ 20 $ 20
Preferred stock, shares authorized 416,500 416,500
Preferred stock, shares issued
Preferred stock, shares outstanding
Convertible Preferred Stock [Member] | Series B Preferred Stock [Member]    
Preferred Stock, par value (in Dollars per share) $ 200 $ 200
Preferred stock, shares authorized 51,000 51,000
Preferred stock, shares issued
Preferred stock, shares outstanding
v3.24.1.1.u2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenues:    
Revenues $ 2,624,000 $ 4,349,000
Cost of revenues:    
Cost of revenues 2,620,000 3,908,000
Gross income 4,000 441,000
General and administrative expenses (1,126,000) (1,078,000)
Operating loss (1,122,000) (637,000)
Interest expense, net (142,000) (144,000)
Gain (loss) on foreign currency remeasurement 52,000 (8,000)
Pension expense (50,000) (63,000)
Loss before income taxes (1,262,000) (852,000)
Income tax expense (7,000) (6,000)
Net loss (1,269,000) (858,000)
Digital Product Sales [Member]    
Revenues:    
Revenues 2,429,000 4,121,000
Cost of revenues:    
Cost of revenues 2,535,000 3,803,000
Digital Product Lease and Maintenance [Member]    
Revenues:    
Revenues 195,000 228,000
Cost of revenues:    
Cost of revenues $ 85,000 $ 105,000
v3.24.1.1.u2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Net loss $ (1,269,000) $ (858,000)
Other comprehensive (loss) income:    
Unrealized foreign currency translation (loss) gain (49,000) 7,000
Total other comprehensive (loss) income, net of tax (49,000) 7,000
Comprehensive loss $ (1,318,000) $ (851,000)
v3.24.1.1.u2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS` DEFICIT - USD ($)
Preferred Stock [Member]
Series A Preferred Stock [Member]
Preferred Stock [Member]
Series B Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Treasury Stock, Common [Member]
Total
Balance at Dec. 31, 2022 $ 13,000 $ 41,444,000 $ (42,652,000) $ (6,066,000) $ (3,063,000) $ (10,324,000)
Balance (in Shares) at Dec. 31, 2022 13,474,116          
Net income (loss)         (858,000)     (858,000)
Issuance of options       38,000       38,000
Other comprehensive income, net of tax:                
Unrealized foreign currency translation (gain) loss           7,000   7,000
Balance at Mar. 31, 2023 $ 13,000 41,482,000 (43,510,000) (6,059,000) (3,063,000) (11,137,000)
Balance (in Shares) at Mar. 31, 2023 13,474,116          
Balance at Dec. 31, 2023 $ 13,000 41,508,000 (46,719,000) (5,949,000) (3,063,000) (14,210,000)
Balance (in Shares) at Dec. 31, 2023 13,524,116          
Net income (loss)         (1,269,000)     (1,269,000)
Other comprehensive income, net of tax:                
Unrealized foreign currency translation (gain) loss           (49,000)   (49,000)
Balance at Mar. 31, 2024 $ 13,000 $ 41,508,000 $ (47,988,000) $ (5,998,000) $ (3,063,000) $ (15,528,000)
Balance (in Shares) at Mar. 31, 2024 13,524,116          
v3.24.1.1.u2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities    
Net loss $ (1,269,000) $ (858,000)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation and amortization 79,000 92,000
Amortization of right of use assets 91,000 105,000
(Gain) loss on foreign currency remeasurement (52,000) 8,000
Amortization of stock options 38,000
Allowance for credit losses 12,000 112,000
Changes in operating assets and liabilities:    
Accounts receivable 142,000 (263,000)
Inventories 281,000 508,000
Prepaids and other assets (220,000) 21,000
Accounts payable 475,000 423,000
Accrued liabilities 175,000 57,000
Operating lease liabilities (85,000) (109,000)
Customer deposits 237,000 (194,000)
Deferred pension liability and other 51,000 61,000
Net cash (used in) provided by operating activities (83,000) 1,000
Cash flows from investing activities    
Purchases of property, plant and equipment (2,000)
Net cash used in investing activities (2,000)
Cash flows from financing activities    
Payments of long-term debt (2,000)
Net cash used in financing activities (2,000)
Effect of exchange rate changes (2,000) 1,000
Net increase (decrease) in cash, cash equivalents and restricted cash (89,000) 2,000
Cash, cash equivalents and restricted cash at beginning of year 385,000 48,000
Cash, cash equivalents and restricted cash at end of period 296,000 50,000
Supplemental disclosure of cash flow information:    
Interest paid
Income taxes paid 6,000 10,000
Current assets    
Cash and cash equivalents 96,000 50,000
Long-term assets    
Restricted cash 200,000
Cash, cash equivalents and restricted cash at end of period $ 296,000 $ 50,000
v3.24.1.1.u2
Basis of Presentation
3 Months Ended
Mar. 31, 2024
Basis of Presentation [Line Items]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 Basis of Presentation

 

As used in this report, “Trans-Lux,” the “Company,” “we,” “us,” and “our” refer to Trans-Lux Corporation and its subsidiaries.

 

Financial information included herein is unaudited, however, such information reflects all adjustments (of a normal and recurring nature), which are, in the opinion of management, necessary for the fair presentation of the Condensed Consolidated Financial Statements for the interim periods. The results for the interim periods are not necessarily indicative of the results to be expected for the full year.  The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”) and therefore do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”).  The Condensed Consolidated Financial Statements included herein should be read in conjunction with the Consolidated Financial Statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.  The Condensed Consolidated Balance Sheet at December 31, 2023 is derived from the December 31, 2023 audited financial statements.

 

Significant Accounting Policies

 

For a discussion of our significant accounting policies, see Note 1, Summary of significant accounting policies, within Part II, Item 8 “Financial Statements and Supplementary Data” in our 2023 Form 10-K. There have been no changes to our significant accounting policies since the 2023 Form 10-K.

 

The following new accounting pronouncements, and related impacts on adoption, are being evaluated by the Company:

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends ASC 280.  The intent of ASU 2023-07 is to improve the disclosures around a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses, by requiring entities to disclose on an annual and interim basis: (i) significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss and (ii) an amount for other segment items by reportable segment and a description of its composition, which represents the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.  Furthermore, entities will be required to: (i) provide all annual disclosures about a segment’s profit or loss and assets currently required under ASC 280 on an interim basis as well, (ii) clarify that an entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources, and (iii) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.  ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.  The Company is currently evaluating the potential impact of ASU 2023-07 on its condensed consolidated financial statements and disclosures.

v3.24.1.1.u2
Liquidity and Going Concern
3 Months Ended
Mar. 31, 2024
Liquidity and Going Concern [Line Items]  
Substantial Doubt about Going Concern [Text Block]

Note 2 Liquidity and Going Concern

 

A fundamental principle of the preparation of financial statements in accordance with GAAP 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 accompanying Condensed Consolidated Financial Statements assuming the Company will continue as a going concern.

 

The Company has incurred recurring operating losses and continues to have a working capital deficiency including being in default on several debt obligations.  The Company recorded a loss of $1.3 million in the three months ended March 31, 2024, and had a working capital deficiency of $15.2 million as of March 31, 2024.  As of December 31, 2023, the Company had a working capital deficiency of $13.9 million.

 

The Company is dependent on future operating performance to be able 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), increases in interest rates 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.

 

If we are unable to (i) obtain additional liquidity for working capital, (ii) make the required minimum funding contributions to the defined benefit pension plan, (iii) make the required principal and interest payments on our outstanding 8¼% Limited convertible senior subordinated notes due 2012 (the “Notes”) and 9½% Subordinated debentures due 2012 (the “Debentures”), (iv) repay our obligations under our Loan Agreement (hereinafter defined) with Unilumin and/or (v) repay our obligations under our loan agreements with Carlisle, there would be a significant adverse impact on our financial position and operating results.  The Company continually evaluates the need and availability of long-term capital in order to meet its cash requirements and fund potential new opportunities.  Due to the above, there is substantial doubt as to whether we will have adequate liquidity, including access to the debt and equity capital markets, to continue as a going concern over the next 12 months from the date of issuance of this Form 10-Q.

v3.24.1.1.u2
Revenue Recognition
3 Months Ended
Mar. 31, 2024
Revenue Recognition [Line Items]  
Revenue from Contract with Customer [Text Block]

Note 3 Revenue Recognition

 

We recognize revenue in accordance with two different accounting standards: 1) Accounting Standards Codification (“ASC”) Topic 606 and 2) ASC Topic 842.  Under Topic 606, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties.  A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account under Topic 606.  Our contracts with customers generally do not include multiple performance obligations.  We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer.  The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for such products or services.  None of the Company’s contracts contained a significant financing component as of March 31, 2024.  Revenue from the Company’s digital product and maintenance service is recognized ratably over the lease term in accordance with ASC Topic 842.

 

Disaggregated Revenues

 

The following table represents a disaggregation of revenue from contracts with customers for the three months ended March 31, 2024 and 2023, along with the reportable segment for each category:

 

 

For the Three Months Ended

In thousands

March 31, 2024

 

March 31, 2023

Digital product sales:

 

 

 

 

 

Catalog and small customized products

$

2,429

$

4,121

Large customized products

 

-

 

 

-

Subtotal

 

2,429

 

 

4,121

Digital product lease and maintenance:

 

 

 

 

Operating leases

99

131

Maintenance agreements

 

96

 

 

97

Subtotal

 

195

 

 

228

Total

$

2,624

 

$

4,349

 

The Company has two primary revenue streams which are Digital product sales and Digital product lease and maintenance.

 

Digital Product Sales

 

The Company recognizes net revenue on digital product sales to its distribution partners and to end users related to digital display solutions and fixed digit scoreboards.  For the Company’s catalog products, revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract.  For the Company’s customized products, revenue is either recognized at a point in time or over time depending on the length of the contract.  For those customized product contracts that are smaller in size, revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract.  For those customized product contracts that are larger in size, revenue is recognized over time based on incurred costs as compared to projected costs using the input method, as this best reflects the Company’s progress in transferring control of the customized product to the customer.  The Company may also contract with a customer to perform installation services of digital display products.  Similar to the larger customized products, the Company recognizes the revenue associated with installation services using the input method, whereby the basis is the total contract costs incurred to date compared to the total expected costs to be incurred.

 

Revenue on sales to distribution partners are recorded net of prompt-pay discounts, if offered, and other deductions.  To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount method to which the Company expects to be entitled.  In the case of prompt-pay discounts, there are only two possible outcomes: either the customer pays on-time or does not.  Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.  Determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available.  The Company believes that the estimates it has established are reasonable based upon current facts and circumstances.  Applying different judgments to the same facts and circumstances could result in the estimated amounts to vary.  The Company offers an assurance-type warranty that the digital display products will conform to the published specifications.  Returns may only be made subject to this warranty and not for convenience.

 

Digital Product Lease and Maintenance

 

Digital product lease revenues represent revenues from leasing equipment that we own.  We do not generally provide an option for the lessee to purchase the rented equipment at the end of the lease and do not generate material revenue from sales of equipment under such options.  Our lease revenues do not include material amounts of variable payments.  Digital product maintenance revenues represent revenues from maintenance agreements for equipment that we do not own.  Lease and maintenance contracts generally run for periods of one month to 10 years.  A contract entered into by the Company with a customer may contain both lease and maintenance services (either or both services may be agreed upon based on the individual customer contract).  Maintenance services may consist of providing labor, parts and software maintenance as may be required to maintain the customer’s equipment in proper operating condition at the customer’s service location.  The Company concluded the lease and maintenance services represent a series of distinct services and the most representative method for measuring progress towards satisfying the performance obligation of these services is the input method.  Additionally, maintenance services require the Company to “stand ready” to provide support to the customer when and if needed.  As there is no discernable pattern of efforts other than evenly over the lease and maintenance terms, the Company will recognize revenue straight-line over the lease and maintenance terms of service.

 

The Company has an enforceable right to payment for performance completed to date, as evidenced by the requirement that the customer pay upfront for each month of services. Lease and maintenance service amounts billed ahead of revenue recognition are recorded in deferred revenue and are included in accrued liabilities in the Condensed Consolidated Financial Statements.

 

Revenues from equipment lease and maintenance contracts are recognized during the term of the respective agreements.  At March 31, 2024, the future minimum lease payments due to the Company under operating leases that expire at varying dates through 2030 for its rental equipment and maintenance contracts, assuming no renewals of existing leases or any new leases, aggregating $1,210,000 are as follows:  $294,000 – remainder of 2024, $359,000 – 2025, $271,000 – 2026, $202,000 – 2027, $62,000 – 2028 and $22,000 thereafter.

 

Contract Balances with Customers

 

Contract assets primarily relate to rights to consideration for goods or services transferred to the customer when the right is conditional on something other than the passage of time.  The contract assets are transferred to the receivables when the rights become unconditional.  As of March 31, 2024 and December 31, 2023, the Company had no contract assets.  The contract liabilities primarily relate to the advance consideration received from customers for contracts prior to the transfer of control to the customer and therefore revenue is recognized on completion of delivery.  Contract liabilities are classified as deferred revenue by the Company and are included in customer deposits and accrued liabilities in the Condensed Consolidated Balance Sheets.

 

The following table presents the balances in the Company’s receivables and contract liabilities with customers:

 

In thousands

March 31, 2024

December 31, 2023

Gross receivables

$

1,459

 

$

                    1,685

Allowance for credit losses

 

82

 

 

                       154

Net receivables

 

1,377

 

 

                    1,531

Contract liabilities

 

601

 

 

                       225

 

During the three months ended March 31, 2024 and 2023, the Company recognized the following revenues as a result of changes in the contract asset and the contract liability balances in the respective periods:

 

 

For the Three Months Ended

In thousands

March 31, 2024

 

March 31, 2023

Revenue recognized in the period from:

 

 

 

 

 

Amounts included in the contract liability at the beginning of the period

$

134

$

367

Performance obligations satisfied in previous periods
(for example, due to changes in transaction price)

$

-

 

$

-

 

Transaction Price Allocated to Future Performance Obligations

 

As of March 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations for digital product sales was $2.2 million and digital product lease and maintenance was $1.2 million.

 

The Company expects to recognize revenue on approximately 79%, 15% and 6% of the remaining performance obligations over the next 12 months, 13 to 36 months and 37 or more months, respectively.

 

Costs to Obtain or Fulfill a Customer Contract

 

The Company capitalizes incremental costs of obtaining customer contracts.  Capitalized commissions are amortized based on the transfer of the products or services to which the assets relate.  Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less.  These costs are included in General and administrative expenses.

 

The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products.  When shipping and handling costs are incurred after a customer obtains control of the products, the Company also has elected to account for these as costs to fulfill the promise and not as a separate performance obligation.  Shipping and handling costs associated with the distribution of finished products to customers are recorded in costs of goods sold and are recognized when the related finished product is shipped to the customer.

v3.24.1.1.u2
Inventories
3 Months Ended
Mar. 31, 2024
Inventories [Line Items]  
Inventory Disclosure [Text Block]

Note 4 – Inventories

 

Inventories consist of the following:

 

 

March 31

2024

 

December 31

2023

In thousands

 

Raw materials

$

1,979

 

$

2,102

Work-in-progress

 

-

   

18

Finished goods

 

112

 

 

252

 

$

2,091

 

$

2,372

v3.24.1.1.u2
Rental Equipment, net
3 Months Ended
Mar. 31, 2024
Rental Equipment, net [Line Items]  
Rental Equipment Disclosure [Text Block]

Note 5 – Rental Equipment, net

 

Rental equipment consists of the following:

 

 

March 31

2024

 

December 31

2023

In thousands

 

Rental equipment

$

1,049

 

$

1,049

Less accumulated depreciation

 

952

 

 

938

Net rental equipment

$

97

 

$

111

 

Depreciation expense for rental equipment for the three months ended March 31, 2024 and 2023 was $14,000 and $29,000, respectively.

v3.24.1.1.u2
Property, Plant and Equipment, net
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment, net [Line Items]  
Property, Plant and Equipment Disclosure [Text Block]

Note 6 – Property, Plant and Equipment, net

 

Property, plant and equipment consists of the following:

 

 

In thousands

March 31

2024

 

December 31

2023

 

Machinery, fixtures and equipment

$

3,179

 

$

3,177

Leaseholds and improvements

 

23

 

 

23

 

 

3,202

 

 

3,200

Less accumulated depreciation

 

1,487

 

 

1,422

Net property, plant and equipment

$

1,715

 

$

1,778

 

The Company’s net property, plant and equipment was pledged as collateral under various financing agreements.

 

Depreciation expense for property, plant and equipment for the three months ended March 31, 2024 and 2023 was $65,000 and $63,000, respectively.

v3.24.1.1.u2
Long-Term Debt
3 Months Ended
Mar. 31, 2024
Long-Term Debt [Line Items]  
Long-Term Debt [Text Block]

Note 7 – Long-Term Debt

 

Long-term debt consists of the following:

 

In thousands

March 31

2024

 

 December 31

2023

 

8¼% Limited convertible senior subordinated notes due 2012

$

302

 

$

302

9½% Subordinated debentures due 2012

220

220

Revolving credit line – related party

 

2,247

 

 

2,247

Term loans – related party

1,000

1,000

Term loans

 

540

 

 

542

Total debt

4,309

4,311

Less portion due within one year

 

3,776

 

 

3,776

Net long-term debt

$

533

 

$

535

 

On September 16, 2019, the Company entered into a loan agreement (the “Loan Agreement”) with MidCap.  On June 3, 2020, March 23, 2021 and May 31, 2021, the Company and MidCap entered into modification agreements to the Loan Agreement.  On July 30, 2021, MidCap assigned the loan to Unilumin.  On March 20, 2023, the Company and Unilumin entered into a modification agreement to the Loan Agreement effective December 31, 2022.  The Loan Agreement matured on December 31, 2023, as such the Company is currently in default.  The Loan Agreement allowed the Company to borrow up to an aggregate of $2.2 million at an interest rate of the Prime Rate as published in the Wall Street Journal plus 4.75% (13.25% at March 31, 2024) on a revolving credit loan based on accounts receivable, inventory and equipment for general working capital purposes.  As of March 31, 2024, the balance outstanding under the Loan Agreement was $2.2 million.  As of March 31, 2024 and December 31, 2023, the Company had accrued $631,000 and $557,000, respectively, of interest related to this loan, which are included in accrued liabilities in the Condensed Consolidated Balance Sheets.  The Loan Agreement is secured by substantially all of the Company’s assets.

 

The Company entered into a loan note (the “Loan Note”) with the SBA (“Lender”) as lender under their Economic Injury Disaster Loan (“EIDL”) program, dated as of December 10, 2021.  Under the Loan Note, the Company borrowed $500,000 from Lender under the EIDL Program.  As of March 31, 2023, $500,000 was outstanding.  The loan matures on December 10, 2051 and carries an interest rate of 3.75%.  As of March 31, 2024 and December 31, 2023, the Company had accrued $43,000 and $38,000, respectively, of interest related to the Loan Note, which is included in Accrued liabilities in the Consolidated Balance Sheets.

 

The Company has a $500,000 loan from Carlisle Investments Inc. (“Carlisle”) at a fixed interest rate of 12.00%, which matured on April 27, 2019 with a bullet payment of all principal due at such time (the “Carlisle Agreement”).  Interest is payable monthly.  Carlisle had agreed to not demand payment on the loan through at least December 31, 2020, and has not made any such demands as of the date of this filing.  As of March 31, 2024, the entire amount was outstanding and is included in current portion of long-term debt in the Consolidated Balance Sheets.  As of March 31, 2024 and December 31, 2023, the Company had accrued $375,000 and $360,000, respectively, of interest related to this loan, which are included in accrued liabilities in the Condensed Consolidated Balance Sheets. Marco Elser, a director of the Company, exercises voting and dispositive power as investment manager of Carlisle.

 

The Company has an additional $500,000 loan from Carlisle at a fixed interest rate of 12.00%, which matured on December 10, 2017 with a bullet payment of all principal due at such time (the “Second Carlisle Agreement”).  Interest is payable monthly.  Carlisle had agreed to not demand payment on the loan through at least December 31, 2020, and has not made any such demands as of the date of this filing.  As of March 31, 2024, the entire amount was outstanding and is included in current portion of long-term debt Consolidated Balance Sheets.  As of March 31, 2024 and December 31, 2023, the Company had accrued $375,000 and $360,000, respectively, of interest related to this loan, which are included in accrued liabilities in the Condensed Consolidated Balance Sheets.  Under the Second Carlisle Agreement, the Company granted a security interest to Carlisle in accounts receivable, materials and intangibles relating to a certain purchase order for equipment issued in April 2017.

 

As of March 31, 2024 and December 31, 2023, the Company had outstanding $302,000 of Notes.  The Notes matured as of March 1, 2012 and are currently in default.  As of March 31, 2024 and December 31, 2023, the Company had accrued $363,000 and $357,000, respectively, of interest related to the Notes, which is included in Accrued liabilities in the Consolidated Balance Sheets.  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.

 

As of March 31, 2024 and December 31, 2023, the Company had outstanding $220,000 of Debentures.  The Debentures matured as of December 1, 2012 and are currently in default.  As of March 31, 2024 and December 31, 2023, the Company had accrued $300,000 and $294,000, respectively, of interest related to the Debentures, which is included in Accrued liabilities in the Consolidated Balance Sheets.  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.

v3.24.1.1.u2
Pension Plan
3 Months Ended
Mar. 31, 2024
Pension Plan [Line Items]  
Retirement Benefits [Text Block]

Note 8 Pension Plan

 

As of December 31, 2003, the benefit service under the pension plan had been frozen and, accordingly, there is no service cost.  As of April 30, 2009, the compensation increments had been frozen and, accordingly, no additional benefits are being accrued under the pension plan.

 

The following table presents the components of net periodic pension cost:

 

Three months ended March 31

 

In thousands

2024

  

2023

Interest cost

$

129

 

$

134

Expected return on plan assets

(154)

(145)

Amortization of net actuarial loss

 

75

 

 

74

Net periodic pension expense

$

50

 

$

63

 

As of March 31, 2024 and December 31, 2023, the Company had recorded a current pension liability of $954,000 and $840,000, respectively, which is included in accrued liabilities in the Condensed Consolidated Balance Sheets.  As of both March 31, 2024 and December 31, 2023, the Company had recorded a long-term pension liability of $2.2 million, which is included in deferred pension liability and other in the Condensed Consolidated Balance Sheets.  The minimum required pension plan contribution for 2024 is $840,000.

v3.24.1.1.u2
Leases
3 Months Ended
Mar. 31, 2024
Leases [Line Items]  
Lessee, Operating Leases [Text Block]

Note 9 – Leases

 

The Company leases administrative and manufacturing facilities through operating lease agreements. The Company has no finance leases as of March 31, 2024.  Our leases include both lease (e.g., fixed payments including rent) and non-lease components (e.g., common area or other maintenance costs). The facility leases include one or more options to renew.  The exercise of lease renewal options is typically at our sole discretion, therefore, the renewals to extend the lease terms are not included in our right of use (“ROU”) assets or lease liabilities as they are not reasonably certain of exercise.  We regularly evaluate the renewal options and, when they are reasonably certain of exercise, we include the renewal period in our lease term.

 

Operating leases result in the recognition of ROU assets and lease liabilities on the Condensed Consolidated Balance Sheets.  ROU assets represent our right to use the leased asset for the lease term and lease liabilities represent our obligation to make lease payments.  Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.  As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate at the commencement date to determine the present value of lease payments.  Most real estate leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 5 years or more.  Lease expense is recognized on a straight-line basis over the lease term.  Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets.  The primary leases we enter into with initial terms of 12 months or less are for equipment.

 

Supplemental information regarding leases:

 

 

March 31

2024

In thousands, unless otherwise noted

Balance Sheet:

 

 

ROU assets

$

1,880

Current lease liabilities – operating

 

365

Non-current lease liabilities - operating

 

1,546

Total lease liabilities

 

1,911

Weighted average remaining lease term (years)

 

4.1

Weighted average discount rate

 

10.5%

Future minimum lease payments:

   

Remainder of 2024

$

409

2025

 

560

2026

 

577

2027

 

452

2028

 

414

Thereafter

 

-

Total

 

2,412

Less: Imputed interest

 

501

Total lease liabilities

 

1,911

Less: Current lease liabilities

 

365

Long-term lease liabilities

$

1,546

 

Supplemental cash flow information regarding leases:

 

 

For the three months ended

In thousands

March 31, 2024

Operating cash flow information:

   

  Cash paid for amounts included in the measurement of lease liabilities

$

136

Non-cash activity:

   

  ROU assets obtained in exchange for lease liabilities

 

-

 

Total operating lease expense was $140,000 and $119,000 for the three months ended March 31, 2024 and 2023, respectively.  There was no short-term lease expense for the three months ended March 31, 2024 and 2023.

v3.24.1.1.u2
Stockholders' Deficit and Loss Per Share
3 Months Ended
Mar. 31, 2024
Stockholders' Deficit and Loss Per Share [Line Items]  
Equity [Text Block]

Note 10 – Stockholders’ Deficit and Loss Per Share

 

The following table presents the calculation of loss per share for the three months ended March 31, 2024 and 2023:

 

 

Three months ended March 31

In thousands, except per share data

2024

 

2023

Numerator:

 

 

 

 

 

Net loss. as reported

$

(1,269)

 

$

(858)

Denominator:

 

 

 

 

 

Weighted average shares outstanding – basic and diluted

 

13,496

 

 

13,446

Basic and diluted loss per share – basic and diluted

$

(0.09)

 

$

(0.06)

 

Basic loss per common share is computed by dividing net loss attributable to common shares by the weighted average number of common shares outstanding for the period.  Diluted loss per common share is computed by dividing net loss attributable to common shares, by the weighted average number of common shares outstanding, adjusted for shares that would be assumed outstanding after warrants and stock options vested under the treasury stock method.

 

As of March 31, 2024, the Company excluded the effects of the outstanding stock options to purchase 280,000 shares in the calculation of diluted loss per share since their inclusion would have been anti-dilutive.  As of March 31, 2024 and 2023, the Company had other warrants to purchase 1.6 million shares of Common Stock outstanding, which were excluded from the calculation of diluted loss per share because their exercise price was greater than the average stock price for the period and their inclusion would have been anti-dilutive.

 

A summary of the status of the Company’s stock options as of March 31, 2024 and the changes during the three months then ended is presented below:

 

 

 

 

 

 

 

Weighted average

 

 

 

 

Number of

 

Weighted Average

 

remaining contractual

     

 

Options

 

Exercise Price

life (in years)

 

Average intrinsic value

Outstanding at December 31, 2023

280,000

 

$

0.40

 

2.3

 

$

0.19

Granted

-

   

-

         

Expired

-

 

 

-

 

 

 

 

 

Outstanding at March 31, 2024

280,000

 

$

0.40

 

2.0

 

$

0.19

Exercisable at the end of the period

280,000

 

$

0.40

 

2.0

 

$

0.19

 

There was no equity based compensation for the three months ended March 31, 2024.  Equity based compensation was $38,000 for the three months ended March 31, 2023.  There is no more unrecognized equity based compensation cost related to unvested stock options as of March 31, 2024.

v3.24.1.1.u2
Contingencies
3 Months Ended
Mar. 31, 2024
Contingencies [Line Items]  
Commitments and Contingencies Disclosure [Text Block]

Note 11 – 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.  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.

v3.24.1.1.u2
Related Party Transactions
3 Months Ended
Mar. 31, 2024
Related Party Transactions [Line Items]  
Related Party Transactions Disclosure [Text Block]

Note 12 – Related Party Transactions

 

The Company has the following related party transactions:

 

As of March 31, 2024, Unilumin owns 51.8% of the Company’s Common Stock and beneficially owns 53.5% of the Company’s Common Stock. Nicholas J. Fazio, Jie Feng and Yantao Yu, each directors of the Company, are each directors and/or officers of Unilumin. Mr. Fazio and Mr. Yu are both executive officers of the Company and are receiving compensation of $125,000 and $26,000, respectively, since January 1, 2023. They also continue to receive some compensation directly from Unilumin. The Company purchased $237,000 and $472,000 of product from Unilumin in the three months ended March 31, 2024 and 2023, respectively. Beginning January 1, 2023, the Company has accrued interest payable to Unilumin based on the Company’s accounts payable to Unilumin. The total amount payable by the Company to Unilumin, including accounts payable, accrued interest and long-term debt, was $10.4 million and $10.0 million as of March 31, 2024 and December 31, 2023, respectively. In connection with the Unilumin Guarantee in the CMA, the Company issued Warrants to purchase 500,000 shares of the Company’s Common Stock to Unilumin USA at an exercise price of $1.00 per share (see Note 11). The Company occupies space in a New York office that is leased by Unilumin at no cost.

 

Marco Elser, a director of the Company, exercises voting and dispositive power as investment manager of Carlisle.  The total amount payable by the Company to Carlisle, including accrued interest and long-term debt, was $1.8 million and $1.7 million as of March 31, 2024 and December 31, 2023, respectively.

v3.24.1.1.u2
Business Segment Data
3 Months Ended
Mar. 31, 2024
Business Segment Data [Line Items]  
Segment Reporting Disclosure [Text Block]

Note 13 Business Segment Data

 

Operating segments are based on the Company’s business components for 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 of the business.

 

The Company evaluates segment performance and allocates resources based upon operating income (loss). The Company’s operations are managed in two reportable business segments: Digital product sales and Digital product lease and maintenance.  Both design and produce large-scale, multi-color, real-time digital 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 Digital product sales segment sells equipment and the Digital product lease and maintenance segment leases and maintains equipment.  Corporate general and administrative items relate to costs that are not directly identifiable with a segment.  There are no intersegment sales.

 

Foreign revenues represent less than 10% of the Company’s revenues in the three months ended March 31, 2024 and 2023.  The Company’s 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 operations in its two business segments for the three months ended March 31, 2024 and 2023 is as follows:

 

Three Months Ended March 31

In thousands

2024

 

2023

Revenues:

 

 

 

 

 

Digital product sales

$

2,429

$

4,121

Digital product lease and maintenance

 

195

 

 

228

Total revenues

$

2,624

$

4,349

Operating (loss) income:

 

 

 

 

 

Digital product sales

$

(759)

$

(301)

Digital product lease and maintenance

 

110

 

 

123

Corporate general and administrative expenses

 

(473)

 

(459)

Total operating loss

 

(1,122)

 

 

(637)

Interest expense, net

(142)

(144)

Gain (loss) on foreign currency remeasurement

 

52

 

 

(8)

Pension expense

 

(50)

 

(63)

Loss before income taxes

 

(1,262)

 

 

(852)

Income tax expense

 

(7)

 

(6)

Net loss

$

(1,269)

 

$

(858)

 

 

March 31

2024

 

 December 31

2023

 

 

Assets

 

 

 

 

 

   Digital product sales

$

7,164

$

7,502

   Digital product lease and maintenance

 

598

 

 

643

   Total identifiable assets

7,762

8,145

   General corporate

 

96

 

 

185

   Total assets

$

7,858

$

8,330

v3.24.1.1.u2
Subsequent Events
3 Months Ended
Mar. 31, 2024
Subsequent Events [Line Items]  
Subsequent Events [Text Block]

Note 14 – Subsequent Events

 

The Company has evaluated events and transactions subsequent to March 31, 2024 and through the date these Condensed Consolidated Financial Statements were included in this Form 10-Q and filed with the SEC.

v3.24.1.1.u2
Revenue Recognition (Tables)
3 Months Ended
Mar. 31, 2024
Revenue Recognition (Tables) [Line Items]  
Disaggregation of Revenue [Table Text Block]

 

For the Three Months Ended

In thousands

March 31, 2024

 

March 31, 2023

Digital product sales:

 

 

 

 

 

Catalog and small customized products

$

2,429

$

4,121

Large customized products

 

-

 

 

-

Subtotal

 

2,429

 

 

4,121

Digital product lease and maintenance:

 

 

 

 

Operating leases

99

131

Maintenance agreements

 

96

 

 

97

Subtotal

 

195

 

 

228

Total

$

2,624

 

$

4,349

 

Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]

In thousands

March 31, 2024

December 31, 2023

Gross receivables

$

1,459

 

$

                    1,685

Allowance for credit losses

 

82

 

 

                       154

Net receivables

 

1,377

 

 

                    1,531

Contract liabilities

 

601

 

 

                       225

 

Schedule of Changes In Contract Asset and Contract Liability [Table Text Block]

 

For the Three Months Ended

In thousands

March 31, 2024

 

March 31, 2023

Revenue recognized in the period from:

 

 

 

 

 

Amounts included in the contract liability at the beginning of the period

$

134

$

367

Performance obligations satisfied in previous periods
(for example, due to changes in transaction price)

$

-

 

$

-

v3.24.1.1.u2
Inventories (Tables)
3 Months Ended
Mar. 31, 2024
Inventories (Tables) [Line Items]  
Schedule of Inventory, Current [Table Text Block]
 

March 31

2024

 

December 31

2023

In thousands

 

Raw materials

$

1,979

 

$

2,102

Work-in-progress

 

-

   

18

Finished goods

 

112

 

 

252

 

$

2,091

 

$

2,372

v3.24.1.1.u2
Rental Equipment, net (Tables)
3 Months Ended
Mar. 31, 2024
Rental Equipment, net (Tables) [Line Items]  
Rental Equipment [Table Text Block]

 

March 31

2024

 

December 31

2023

In thousands

 

Rental equipment

$

1,049

 

$

1,049

Less accumulated depreciation

 

952

 

 

938

Net rental equipment

$

97

 

$

111

v3.24.1.1.u2
Property, Plant and Equipment, net (Tables)
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment, net (Tables) [Line Items]  
Property, Plant and Equipment [Table Text Block]

 

In thousands

March 31

2024

 

December 31

2023

 

Machinery, fixtures and equipment

$

3,179

 

$

3,177

Leaseholds and improvements

 

23

 

 

23

 

 

3,202

 

 

3,200

Less accumulated depreciation

 

1,487

 

 

1,422

Net property, plant and equipment

$

1,715

 

$

1,778

v3.24.1.1.u2
Long-Term Debt (Tables)
3 Months Ended
Mar. 31, 2024
Long-Term Debt (Tables) [Line Items]  
Schedule of Long-Term Debt Instruments [Table Text Block]

In thousands

March 31

2024

 

 December 31

2023

 

8¼% Limited convertible senior subordinated notes due 2012

$

302

 

$

302

9½% Subordinated debentures due 2012

220

220

Revolving credit line – related party

 

2,247

 

 

2,247

Term loans – related party

1,000

1,000

Term loans

 

540

 

 

542

Total debt

4,309

4,311

Less portion due within one year

 

3,776

 

 

3,776

Net long-term debt

$

533

 

$

535

 

v3.24.1.1.u2
Pension Plan (Tables)
3 Months Ended
Mar. 31, 2024
Pension Plan (Tables) [Line Items]  
Schedule of Net Benefit Costs [Table Text Block]

Three months ended March 31

 

In thousands

2024

  

2023

Interest cost

$

129

 

$

134

Expected return on plan assets

(154)

(145)

Amortization of net actuarial loss

 

75

 

 

74

Net periodic pension expense

$

50

 

$

63

v3.24.1.1.u2
Leases (Tables)
3 Months Ended
Mar. 31, 2024
Leases (Tables) [Line Items]  
Schedule Of Future Minimum Rental Payment For Operating Leases [Table Text Block]

 

March 31

2024

In thousands, unless otherwise noted

Balance Sheet:

 

 

ROU assets

$

1,880

Current lease liabilities – operating

 

365

Non-current lease liabilities - operating

 

1,546

Total lease liabilities

 

1,911

Weighted average remaining lease term (years)

 

4.1

Weighted average discount rate

 

10.5%

Future minimum lease payments:

   

Remainder of 2024

$

409

2025

 

560

2026

 

577

2027

 

452

2028

 

414

Thereafter

 

-

Total

 

2,412

Less: Imputed interest

 

501

Total lease liabilities

 

1,911

Less: Current lease liabilities

 

365

Long-term lease liabilities

$

1,546

Schedule Of Cash Flow Supplemental Disclosures Leases [Table Text Block]
 

For the three months ended

In thousands

March 31, 2024

Operating cash flow information:

   

  Cash paid for amounts included in the measurement of lease liabilities

$

136

Non-cash activity:

   

  ROU assets obtained in exchange for lease liabilities

 

-

v3.24.1.1.u2
Stockholders' Deficit and Loss Per Share (Tables)
3 Months Ended
Mar. 31, 2024
Stockholders' Deficit and Loss Per Share (Tables) [Line Items]  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

 

Three months ended March 31

In thousands, except per share data

2024

 

2023

Numerator:

 

 

 

 

 

Net loss. as reported

$

(1,269)

 

$

(858)

Denominator:

 

 

 

 

 

Weighted average shares outstanding – basic and diluted

 

13,496

 

 

13,446

Basic and diluted loss per share – basic and diluted

$

(0.09)

 

$

(0.06)

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

 

 

 

 

 

 

Weighted average

 

 

 

 

Number of

 

Weighted Average

 

remaining contractual

     

 

Options

 

Exercise Price

life (in years)

 

Average intrinsic value

Outstanding at December 31, 2023

280,000

 

$

0.40

 

2.3

 

$

0.19

Granted

-

   

-

         

Expired

-

 

 

-

 

 

 

 

 

Outstanding at March 31, 2024

280,000

 

$

0.40

 

2.0

 

$

0.19

Exercisable at the end of the period

280,000

 

$

0.40

 

2.0

 

$

0.19

v3.24.1.1.u2
Business Segment Data (Tables)
3 Months Ended
Mar. 31, 2024
Business Segment Data (Tables) [Line Items]  
Schedule of Segment Reporting Information, by Segment [Table Text Block]

Three Months Ended March 31

In thousands

2024

 

2023

Revenues:

 

 

 

 

 

Digital product sales

$

2,429

$

4,121

Digital product lease and maintenance

 

195

 

 

228

Total revenues

$

2,624

$

4,349

Operating (loss) income:

 

 

 

 

 

Digital product sales

$

(759)

$

(301)

Digital product lease and maintenance

 

110

 

 

123

Corporate general and administrative expenses

 

(473)

 

(459)

Total operating loss

 

(1,122)

 

 

(637)

Interest expense, net

(142)

(144)

Gain (loss) on foreign currency remeasurement

 

52

 

 

(8)

Pension expense

 

(50)

 

(63)

Loss before income taxes

 

(1,262)

 

 

(852)

Income tax expense

 

(7)

 

(6)

Net loss

$

(1,269)

 

$

(858)

 

March 31

2024

 

 December 31

2023

 

 

Assets

 

 

 

 

 

   Digital product sales

$

7,164

$

7,502

   Digital product lease and maintenance

 

598

 

 

643

   Total identifiable assets

7,762

8,145

   General corporate

 

96

 

 

185

   Total assets

$

7,858

$

8,330

v3.24.1.1.u2
Liquidity and Going Concern (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Liquidity and Going Concern (Details) [Line Items]      
Net Income (Loss) Attributable to Parent $ (1,269,000) $ (858,000)  
Working Capital Deficit $ 15,200,000   $ 13,900,000
v3.24.1.1.u2
Revenue Recognition (Details) - Performance Obligations
3 Months Ended
Mar. 31, 2024
USD ($)
Revenue Recognition (Details) - Performance Obligations [Line Items]  
Segment Reporting Information, Description of Products and Services The Company has two primary revenue streams which are Digital product sales and Digital product lease and maintenance
Lessor, Operating Lease, Payment to be Received $ 1,210,000
Lessor, Operating Lease, Payment to be Received, Remainder of Fiscal Year 294,000
Lessor, Operating Lease, Payment to be Received, Year One 359,000
Lessor, Operating Lease, Payment to be Received, Year Two 271,000
Lessor, Operating Lease, Payment to be Received, Year Three 202,000
Lessor, Operating Lease, Payment to be Received, Year Four 62,000
Lessor, Operating Lease, Payment to be Received, Year Five $ 22,000
Minimum [Member]  
Revenue Recognition (Details) - Performance Obligations [Line Items]  
Lease And Maintenance Term Of Contract 1 month
Maximum [Member]  
Revenue Recognition (Details) - Performance Obligations [Line Items]  
Lease And Maintenance Term Of Contract 10 years
v3.24.1.1.u2
Revenue Recognition (Details) - Remaining Performance Obligations
$ in Millions
Mar. 31, 2024
USD ($)
Digital Product Sales [Member]  
Revenue Recognition (Details) - Remaining Performance Obligations [Line Items]  
Revenue, Remaining Performance Obligation, Amount $ 2.2
Digital Product Lease and Maintenance [Member]  
Revenue Recognition (Details) - Remaining Performance Obligations [Line Items]  
Revenue, Remaining Performance Obligation, Amount $ 1.2
v3.24.1.1.u2
Revenue Recognition (Details) - Remaining Performance Obligations, Expected Timing of recognition
3 Months Ended
Mar. 31, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01  
Revenue Recognition (Details) - Remaining Performance Obligations, Expected Timing of recognition [Line Items]  
Revenue, Remaining Performance Obligation, Percentages 79.00%
Revenue Remaining Performance Obligation, Expected Timing Of Satisfaction Periods 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01  
Revenue Recognition (Details) - Remaining Performance Obligations, Expected Timing of recognition [Line Items]  
Revenue, Remaining Performance Obligation, Percentages 15.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01  
Revenue Recognition (Details) - Remaining Performance Obligations, Expected Timing of recognition [Line Items]  
Revenue, Remaining Performance Obligation, Percentages 6.00%
Revenue Remaining Performance Obligation, Expected Timing Of Satisfaction Periods 37 months
Minimum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01  
Revenue Recognition (Details) - Remaining Performance Obligations, Expected Timing of recognition [Line Items]  
Revenue Remaining Performance Obligation, Expected Timing Of Satisfaction Periods 13 months
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01  
Revenue Recognition (Details) - Remaining Performance Obligations, Expected Timing of recognition [Line Items]  
Revenue Remaining Performance Obligation, Expected Timing Of Satisfaction Periods 36 months
v3.24.1.1.u2
Revenue Recognition (Details) - Disaggregation of revenue from contracts with customers - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Digital product sales:    
Revenue from contracts with customers $ 2,624,000 $ 4,349,000
Digital Product Sales [Member]    
Digital product sales:    
Revenue from contracts with customers 2,429,000 4,121,000
Digital Product Sales [Member] | Catalog and Small Customized Products [Member]    
Digital product sales:    
Revenue from contracts with customers 2,429,000 4,121,000
Digital Product Sales [Member] | Large Customized Products [Member]    
Digital product sales:    
Revenue from contracts with customers
Digital Product Lease and Maintenance [Member]    
Digital product sales:    
Revenue from contracts with customers 195,000 228,000
Digital Product Lease and Maintenance [Member] | Operating Leases [Member]    
Digital product sales:    
Revenue from contracts with customers 99,000 131,000
Digital Product Lease and Maintenance [Member] | Maintenance Agreements [Member]    
Digital product sales:    
Revenue from contracts with customers $ 96,000 $ 97,000
v3.24.1.1.u2
Revenue Recognition (Details) - Company`s receivables and contract liabilities with customers - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Revenue Recognition (Details) - Company`s receivables and contract liabilities with customers [Line Items]    
Gross receivables $ 1,459,000 $ 1,685,000
Allowance for credit losses 82,000 154,000
Net receivables 1,377,000 1,531,000
Contract liabilities $ 601,000 $ 225,000
v3.24.1.1.u2
Revenue Recognition (Details) - Revenues as a result of changes in the contract asset and the contract liability - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenue Recognition (Details) - Revenues as a result of changes in the contract asset and the contract liability [Line Items]    
Amounts included in the contract liability at the beginning of the period $ 134 $ 367
Performance obligations satisfied in previous periods (for example, due to changes in transaction price)
v3.24.1.1.u2
Inventories (Details) - Inventories - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Inventory [Line Items]    
Raw materials $ 1,979,000 $ 2,102,000
Work-in-progress 18,000
Finished goods 112,000 252,000
Total inventory $ 2,091,000 $ 2,372,000
v3.24.1.1.u2
Rental Equipment, net (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Rental Equipment [Member]    
Rental Equipment, net (Details) [Line Items]    
Depreciation $ 14,000 $ 29,000
v3.24.1.1.u2
Rental Equipment, net (Details) - Schedule Of Rental Equipment - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Rental Equipment, net (Details) - Schedule Of Rental Equipment [Line Items]    
Rental equipment $ 1,049,000 $ 1,049,000
Less accumulated depreciation 952,000 938,000
Net rental equipment $ 97,000 $ 111,000
v3.24.1.1.u2
Property, Plant and Equipment, net (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Property, Plant and Equipment, net (Details) [Line Items]    
Depreciation $ 65,000 $ 63,000
v3.24.1.1.u2
Property, Plant and Equipment, net (Details) - Property, Plant and Equipment - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, Gross $ 3,202,000 $ 3,200,000
Less accumulated depreciation 1,487,000 1,422,000
Net property, plant and equipment 1,715,000 1,778,000
Machinery Fixtures and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, Gross 3,179,000 3,177,000
Leaseholds and Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, Gross $ 23,000 $ 23,000
v3.24.1.1.u2
Long-Term Debt (Details) - USD ($)
Dec. 10, 2021
Sep. 16, 2019
Apr. 27, 2019
Dec. 10, 2017
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Loan Agreement With MidCap [Member]              
Long-Term Debt (Details) [Line Items]              
Line of Credit Facility, Maximum Borrowing Capacity   $ 2,200,000          
Debt Instrument, Basis Spread on Variable Rate   4.75%          
Debt Instrument, Interest Rate, Effective Percentage         13.25%    
Long-Term Line of Credit         $ 2,200,000    
Interest Payable, Current         631,000 $ 557,000  
SBA Loan Note [Member] | EIDL Loan Note [Member]              
Long-Term Debt (Details) [Line Items]              
Interest Payable, Current         $ 43,000 38,000  
Proceeds from Loans $ 500,000            
Long-Term Debt             $ 500,000
Debt Instrument, Maturity Date Dec. 10, 2051            
Debt Instrument, Interest Rate, Stated Percentage         3.75%    
First Carlisle Agreement [Member]              
Long-Term Debt (Details) [Line Items]              
Interest Payable, Current         $ 375,000 360,000  
Proceeds from Loans     $ 500,000        
Debt Instrument, Maturity Date     Apr. 27, 2019        
Debt Instrument, Interest Rate, Stated Percentage         12.00%    
Second Carlisle Agreement [Member]              
Long-Term Debt (Details) [Line Items]              
Interest Payable, Current         $ 375,000 360,000  
Proceeds from Loans       $ 500,000      
Debt Instrument, Maturity Date       Dec. 10, 2017      
Debt Instrument, Interest Rate, Stated Percentage         12.00%    
8¼% Limited Convertible Senior Subordinated Notes Due 2012 [Member]              
Long-Term Debt (Details) [Line Items]              
Interest Payable, Current         $ 363,000 357,000  
Long-Term Debt         302,000 302,000  
9½% Subordinated Debentures Due 2012 [Member]              
Long-Term Debt (Details) [Line Items]              
Interest Payable, Current         300,000 294,000  
Long-Term Debt         $ 220,000 $ 220,000  
v3.24.1.1.u2
Long-Term Debt (Details) - Long-Term Debt - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Long-term debt, including current portion $ 4,309,000 $ 4,311,000
Less portion due within one year 3,776,000 3,776,000
Net long-term debt 533,000 535,000
8¼% Limited Convertible Senior Subordinated Notes Due 2012 [Member]    
Debt Instrument [Line Items]    
Long-term debt, including current portion 302,000 302,000
9½% Subordinated Debentures Due 2012 [Member]    
Debt Instrument [Line Items]    
Long-term debt, including current portion 220,000 220,000
Revolving Credit Line Related Party [Member]    
Debt Instrument [Line Items]    
Long-term debt, including current portion 2,247,000 2,247,000
Related Party Term Loan [Member]    
Debt Instrument [Line Items]    
Long-term debt, including current portion 1,000,000 1,000,000
Term Loan [Member]    
Debt Instrument [Line Items]    
Long-term debt, including current portion $ 540,000 $ 542,000
v3.24.1.1.u2
Pension Plan (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Pension Plan (Details) [Line Items]    
Liability, Defined Benefit Pension Plan, Current $ 954,000 $ 840,000
Liability, Defined Benefit Pension Plan, Noncurrent $ 2,200,000 $ 2,200,000
Defined Benefit Plan, Expected Future Employer Contributions, Current Fiscal Year, Description The minimum required pension plan contribution for 2024 is $840,000.  
Defined Benefit Plan, Expected Future Employer Contributions, Current Fiscal Year $ 840,000  
v3.24.1.1.u2
Pension Plan (Details) - Components of net periodic pension cost - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pension Plan (Details) - Components of net periodic pension cost [Line Items]    
Interest cost $ 129,000 $ 134,000
Expected return on plan assets (154,000) (145,000)
Amortization of net actuarial loss 75,000 74,000
Net periodic pension expense $ 50,000 $ 63,000
v3.24.1.1.u2
Leases (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Leases (Details) [Line Items]    
Operating Lease, Expense $ 140,000 $ 119,000
Maximum [Member]    
Leases (Details) [Line Items]    
Lessee, Operating Lease, Renewal Term 1 year  
Minimum [Member]    
Leases (Details) [Line Items]    
Lessee, Operating Lease, Renewal Term 5 years  
v3.24.1.1.u2
Leases (Details) - Supplemental information regarding leases - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Balance Sheet:    
ROU assets $ 1,880,000 $ 1,971,000
Current lease liabilities – operating 365,000 352,000
Non-current lease liabilities - operating 1,546,000 1,644,000
Total lease liabilities $ 1,911,000  
Weighted average remaining lease term (years) 4 years 1 month 6 days  
Weighted average discount rate 10.50%  
Future minimum lease payments:    
Remainder of 2024 $ 409,000  
2025 560,000  
2026 577,000  
2027 452,000  
2028 414,000  
Thereafter  
Total 2,412,000  
Less: Imputed interest 501,000  
Total lease liabilities 1,911,000  
Less: Current lease liabilities 365,000 352,000
Long-term lease liabilities $ 1,546,000 $ 1,644,000
v3.24.1.1.u2
Leases (Details) - Supplemental cash flow information regarding leases
3 Months Ended
Mar. 31, 2024
USD ($)
Operating cash flow information:  
Cash paid for amounts included in the measurement of lease liabilities $ 136,000
Non-cash activity:  
ROU assets obtained in exchange for lease liabilities
v3.24.1.1.u2
Stockholders' Deficit and Loss Per Share (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Stockholders' Deficit and Loss Per Share (Details) [Line Items]    
Share-Based Payment Arrangement, Expense (in Dollars) $ 0 $ 38,000
Share-Based Payment Arrangement, Option [Member]    
Stockholders' Deficit and Loss Per Share (Details) [Line Items]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 280,000  
Warrant [Member]    
Stockholders' Deficit and Loss Per Share (Details) [Line Items]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 1,600,000 1,600,000
v3.24.1.1.u2
Stockholders' Deficit and Loss Per Share (Details) - Calculation of loss per share - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Numerator:    
Net loss. as reported $ (1,269,000) $ (858,000)
Denominator:    
Weighted average shares outstanding – diluted 13,496,000 13,446,000
Basic and diluted loss earnings per share – basic and diluted $ (0.09) $ (0.06)
v3.24.1.1.u2
Stockholders' Deficit and Loss Per Share (Details) - Summary of the Company’s stock options - Share-Based Payment Arrangement, Option [Member] - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2024
Stockholders' Deficit and Loss Per Share (Details) - Summary of the Company’s stock options [Line Items]    
Outstanding, Number of Options 280,000  
Outstanding, Weighted Average Exercise Price $ 0.4  
Outstanding, Weighted Average remaining contractual life 2 years 3 months 18 days 2 years
Outstanding, Average intrinsic value $ 0.19  
Granted, Number of Options  
Granted, Weighted Average Exercise Price  
Expired, Number of Options  
Expired, Weighted Average Exercise Price  
Outstanding, Number of Options 280,000 280,000
Outstanding, Weighted Average Exercise Price $ 0.4 $ 0.4
Outstanding, Average intrinsic value $ 0.19 $ 0.19
Exercisable, Number of Options 280,000 280,000
Exercisable, Weighted Average Exercise Price $ 0.4 $ 0.4
Exercisable, Weighted Average remaining contractual life   2 years
Exercisable, Average intrinsic value $ 0.19 $ 0.19
v3.24.1.1.u2
Related Party Transactions (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Related Party Transactions (Details) [Line Items]    
Related Party Transaction, Purchases from Related Party $ 237,000 $ 472,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)   500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)   $ 1
Mr. Fazio [Member]    
Related Party Transactions (Details) [Line Items]    
Salary and Wage, Officer, Excluding Cost of Good and Service Sold 125,000  
Mr. Yu [Member]    
Related Party Transactions (Details) [Line Items]    
Salary and Wage, Officer, Excluding Cost of Good and Service Sold 26,000  
Unilumin [Member] | Related Party [Member]    
Related Party Transactions (Details) [Line Items]    
Accounts Payable 10,400,000 $ 10,000,000
Carlisle [Member] | Related Party [Member]    
Related Party Transactions (Details) [Line Items]    
Accounts Payable $ 1,800,000 $ 1,700,000
Unilumin [Member]    
Related Party Transactions (Details) [Line Items]    
Equity Method Investment, Ownership Percentage 51.80%  
Unilumin [Member] | Beneficial Owner [Member]    
Related Party Transactions (Details) [Line Items]    
Equity Method Investment, Ownership Percentage 53.50%  
v3.24.1.1.u2
Business Segment Data (Details)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Business Segment Data (Details) [Line Items]    
Number of Reportable Segments 2  
Foreign [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]    
Business Segment Data (Details) [Line Items]    
Concentration Risk, Percentage 10.00% 10.00%
v3.24.1.1.u2
Business Segment Data (Details) - Business Segment Data - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Revenues:      
Revenues $ 2,624,000 $ 4,349,000  
Operating (loss) income:      
Operating (loss) income (1,122,000) (637,000)  
Interest expense, net (142,000) (144,000)  
Gain (loss) on foreign currency remeasurement 52,000 (8,000)  
Pension expense (50,000) (63,000)  
Loss before income taxes (1,262,000) (852,000)  
Income tax expense (7,000) (6,000)  
Net loss (1,269,000) (858,000)  
Assets 7,858,000   $ 8,330,000
Operating Segments [Member]      
Operating (loss) income:      
Assets 7,762,000   8,145,000
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]      
Operating (loss) income:      
Operating (loss) income (473,000) (459,000)  
Assets 96,000   185,000
Digital Product Sales [Member]      
Revenues:      
Revenues 2,429,000 4,121,000  
Digital Product Sales [Member] | Operating Segments [Member]      
Revenues:      
Revenues 2,429,000 4,121,000  
Operating (loss) income:      
Operating (loss) income (759,000) (301,000)  
Assets 7,164,000   7,502,000
Digital Product Lease and Maintenance [Member]      
Revenues:      
Revenues 195,000 228,000  
Digital Product Lease and Maintenance [Member] | Operating Segments [Member]      
Revenues:      
Revenues 195,000 228,000  
Operating (loss) income:      
Operating (loss) income 110,000 $ 123,000  
Assets $ 598,000   $ 643,000

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