证券代码：300232证券简称：洲明科技公告编号：2024-024
深圳市洲明科技股份有限公司
关于海外上市子公司Trans-Lux Corporation
发布2023年年度报告的公告
本公司及董事会全体成员保证信息披露内容真实、准确和完整，没有虚假记载、误导性陈述或者重大遗漏。
深圳市洲明科技股份有限公司的子公司 Trans-Lux Corporation 于近日公布了
2023年年度报告。
2023 年年度 Trans-Lux Corporation 主要的财务数据列示如下：
项目本报告期上年同期本报告期比上年同期增减
营业总收入（千美元）1555221661-28.20%
净利润（千美元）-4067323-1359.13%经营活动产生的现金流
622-1968131.61%
量净额（千美元）基本每股收益（美元/-0.300.02-1600.00%
股）项目本报告期末上年度末本报告期末比上年度末增减
总资产（千美元）83309412-11.50%
净资产（千美元）-14210-10324-37.64%
Trans-Lux Corporation 2023 年年度报告的内容详见附录，并可于美国证券交易委员会网站（https://www.sec.gov/）查询。
特此公告，敬请投资者关注。
深圳市洲明科技股份有限公司董事会
2024 年 4 月 22 日UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C.FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31 2023
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to_______
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 registrant’s principal executive offices) (Zip code)
Registrant’s telephone number including area code: (800) 243-5544
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the
Securities Act. Yes No X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act. Yes No X
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X NoCONTINUED
TRANS-LUX CORPORATION
2023 Form 10-K Cover Page Continued
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 during the preceding 12 months (or for
such shorter period that the registrant was required to submit 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 growthcompany” in Rule 12b-2 of the Exchange Act.Large accelerated filer __ Accelerated filer __ Non-accelerated filer X Smaller reporting company X
Emerging growth company ___
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 has filed a report on and attestation to its management’s
assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes No X
If securities are registered pursuant to Section 12(b) of the Act indicate by check mark whether the
financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. ?
Indicate by check mark whether any of those error corrections are restatements that required a recovery
analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ?
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes No X
The aggregate market value of the registrant’s voting Common Stock held by non-affiliates of the
registrant based upon the last sale price of the registrant’s Common Stock reported on OTC Pink on
June 30 2023 was approximately $1025000 which value solely for the purposes of this calculation
excludes shares held by the registrant’s officers directors and 10% stockholders. Such exclusion should
not be deemed a determination by the registrant that all such individuals or entities are in fact affiliates
of the registrant. The registrant has no non-voting common stock.The number of shares outstanding of the registrant’s Common Stock par value $0.001 per share as of
the latest practicable date on March 28 2024 was 13496276 shares of Common Stock.DOCUMENTS INCORPORATED BY REFERENCE:
None.TRANS-LUX CORPORATION
2023 Form 10-K Annual Report
Table of Contents
PART I
Page
ITEM 1. Business 1
ITEM 1A. Risk Factors 3
ITEM 1B. Unresolved Staff Comments 8
ITEM 1C. Cybersecurity 9
ITEM 2. Properties 9
ITEM 3. Legal Proceedings 10
ITEM 4. Mine Safety Disclosures 10
PART II
ITEM 5. Market for the Registrant’s Common Equity Related Stockholder Matters and Issuer
Purchases of Equity Securities 10
ITEM 6. Removed and Reserved 10
ITEM 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations 10
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 15
ITEM 8. Financial Statements and Supplementary Data 15
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 35
ITEM 9A. Controls and Procedures 35
ITEM 9B. Other Information 36
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 36
PART III
ITEM 10. Directors Executive Officers and Corporate Governance 36
ITEM 11. Executive Compensation 41
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters 43
ITEM 13. Certain Relationships and Related Transactions and Director Independence 44
ITEM 14. Principal Accounting Fees and Services 44
PART IV
ITEM 15. Exhibits and Financial Statement Schedules 44
ITEM 16. Form 10-K Summary 46
Signatures 47PART I
ITEM 1. BUSINESS
SUMMARY
Trans-Lux Corporation is a Delaware corporation incorporated on February 5 1920. Our Common Stock is quoted on OTC
Pink under the symbol “TNLX.” Our principal executive offices are located at 254 West 31st Street 13th Floor New York
NY 10001 where our telephone number is (800) 243-5544.Unless the context otherwise requires the terms “Trans-Lux” the “Company” the “Corporation” “we” “us” and “our” as
used herein refer to Trans-Lux Corporation and its subsidiaries.The Company is a leading designer and manufacturer of digital display solutions and fixed digit scoreboards.DIGITAL DISPLAY PRODUCTS
The Company’s LED display systems include the latest features and functionality. The Company’s product line of high-
performance state-of-the-art digital display products and controllers are used to show full-color video and messages in
virtually any configuration and application. The products are used by sports arenas and stadiums; financial institutions
including brokerage firms banks energy companies insurance companies and mutual fund companies; educational
institutions; outdoor advertising companies; corporate and government communication centers; retail outlets; casinos
racetracks and other gaming establishments; airports train stations bus terminals and other transportation facilities; movie
theatres; health maintenance organizations and in various other applications. All sales and service including fixed digit
scoreboards related to sports are sold through our wholly owned subsidiary FairPlay Corporation capitalizing on a well-
recognized brand name that has been servicing this segment for over 85 years.For its fixed digit scoreboards the Company has an industry leading unibody design that allows for seamless appearance and
facilitates field installation.For its digital displays the Company employs a modular engineering design strategy allowing basic “building blocks” of
modules to be easily combined and configured in order to meet the broad application requirements of the various industries it
serves. This approach ensures product flexibility reliability ease of service and reduced spare parts requirements.The Company’s display product line is comprised of two distinct segments: the Digital product sales division and the Digital
product lease and maintenance division.Digital Product Sales Division: The Digital product sales division is segmented into five categories: Out-of-Home Sports
Transportation Live Entertainment and Retail & Hospitality.Digital product Lease and Maintenance Division: The Digital product lease and maintenance division leases and performs
maintenance on digital products across all the sectors under agreement terms ranging from 30 days to 10 years.Sales Order Backlog (excluding leases): The amount of sales order backlog at December 31 2023 and 2022 was
approximately $2.5 million and $6.8 million respectively. The December 31 2023 backlog is expected to be recognized as
sales in 2024 although there can be no assurance thereof. These amounts include only the sale of products; they do not
include new lease orders or renewals of existing lease agreements that may be presently in-house.ENGINEERING AND PRODUCT DEVELOPMENT
The Company’s ability to compete and operate successfully depends on its capacity to anticipate and respond to the changing
technological and product needs of its customers among other factors. For this reason the Company continually develops
enhancements to its existing product lines and examines and tests new display technologies.The Company’s TLVisionTM line includes our latest LED Large Screen Systems that feature the most recent digital product
technologies and capabilities available in various pitch designs. TLVisionTM consists of full-color video products that can be
used in a multitude of applications. These applications range from posting alphanumeric data to the displaying of full HD
video. The pixel pitches of the products range from 1.5mm for close distance viewing and up to 50mm for long-distance
1viewing. The Company also continues to expand its line of scoreboard solutions using its TLVisionTM technology and
improved hand-held simple to operate remotes and wireless control devices.As part of its ongoing development efforts the Company seeks to package certain products for specific market segments and
continually tracks emerging technologies that can enhance its products. Full color live video and digital input technologies
continue to be enhanced.The Company maintains a staff responsible for product development and support. The engineering product enhancement
and development efforts are supplemented by outside independent engineering consulting organizations as required.MARKETING AND DISTRIBUTION
In North America the Company markets its digital display products in the United States and Canada using a combination of
distribution channels including direct sales representatives and a network of independent dealers and distributors. By
working with software vendors and using the internet to expand the quality and quantity of multimedia content that can be
delivered to our digital products we offer customers relevant timely information content management software and display
hardware in the form of turnkey display communications packages.The Company employs a number of different marketing techniques to attract new customers including direct marketing
efforts by its sales force to known and potential users of information displays; internet marketing; advertising in industry
publications; and exhibiting at domestic and international trade shows.Headquartered in New York New York the Company has sales and service offices in Des Moines Iowa and Hazelwood
Missouri as well as satellite offices in other parts of the United States.Internationally the Company uses a combination of internal salespeople and independent distributors to market its products
outside the United States. The Company has existing relationships with independent distributors worldwide covering the rest
of North America Europe the Middle East South America Africa the Far East and Australia. Foreign revenues represented
less than 10% of total revenues for the years ended December 31 2023 and 2022.In 2023 there were no individual customers that accounted for more than 10% of the Company’s total revenues. In 2022
one customer accounted for 13.3% of the Company’s total revenues.MANUFACTURING AND OPERATIONS
The Company’s production facilities are located in Hazelwood Missouri and Des Moines Iowa. The production facilities
consist principally of the manufacturing assembly and testing of digital product units and related components. The Company
performs most subassembly and final assembly of its digital display products.All product lines are design engineered by the Company and controlled throughout the manufacturing process. The
Company has the ability to produce very large sheet metal fabrications cable assemblies and surface mount and through-hole
designed assemblies. Some of the subassembly and final assembly processes are outsourced. The Company’s production of
many of the subassemblies and final assemblies gives the Company the control opportunity needed for on-time delivery to its
customers.The Company has the ability to modify its product lines. The Company’s displays are designed with flexibility in mind
enabling the Company to customize its displays to meet different applications with a minimum amount of lead-time. The
Company designs certain of its materials to match components furnished by suppliers. If such suppliers are unable to provide
the Company with those components the Company would have to contract with other suppliers to obtain replacement
sources. Such replacement might result in engineering design changes and delays in obtaining such replacement components.The Company believes it maintains suitable inventory and has contracts providing for delivery of sufficient quantities of such
components to meet its needs. The Company also believes that there are presently other qualified vendors of these
components. Other than the LEDs and LED modules which are manufactured by foreign sources the Company does not
acquire significant amounts of components directly from foreign suppliers. The Company’s products are third-party certified
for compliance with applicable safety electromagnetic emissions and susceptibility requirements worldwide.
2SERVICE AND SUPPORT
The Company emphasizes the quality and reliability of its products and the ability of its field service personnel and third-
party agents to provide timely and expert service to the Company’s equipment on lease and maintenance bases and other
types of customer-owned equipment. The Company believes that the quality and timeliness of its on-site service personnel
are essential components for the Company’s ongoing and future success. The Company provides turnkey installation and
support for the products it leases and sells in the United States and Canada. The Company provides training to end-users and
ongoing support to users who have questions regarding operating procedures equipment problems or other issues. The
Company provides installation and service to those who purchase and lease equipment. Additionally the Company’s dealers
and distributors offer support for the products they sell in the market segments they cover.Personnel based in regional and satellite service locations throughout the United States provide high quality and timely on-
site service for the installed equipment on lease and maintenance bases and other types of customer-owned equipment.Purchasers or lessees of the Company’s larger products such as financial exchanges casinos and sports stadiums often retain
the Company to provide on-site service through the deployment of a service technician who is on-site daily for scheduled
events.The Company operates its National Technical Services and Repair Centers from its facility in Hazelwood Missouri.Equipment repairs are performed and service technicians are dispatched nationwide from our Hazelwood location. The
Company’s field service division is augmented by various service companies in the United States Canada and overseas.From time to time the Company uses various third-party service agents to install service and/or assist in the service of
certain displays for reasons that include geographic area size and height of displays.COMPETITION
The Company’s availability of short and long-term leases to customers and its nationwide sales service and installation
capabilities are major competitive advantages in the digital product business. The Company believes that it is the largest
supplier of large-scale stock commodity sports and race book gaming digital products in the United States as well as one of
the larger digital product and service organizations in the country.The Company competes with a number of competitors both larger and smaller than itself with products based on different
forms of technology. There are several competitors whose current products utilize similar technology to the Company’s and
who possess the resources necessary to develop competitive and more sophisticated products in the future.INTELLECTUAL PROPERTY
The Company holds a number of trademarks for its products and considers such trademarks important to its business.EMPLOYEES
The Company had approximately 56 employees as of March 1 2024. 38 of these employees are engaged in manufacturing
engineering or service activities 12 in sales and marketing activities and 6 in administration accounting and human
resources activities. Our employees are not represented by any collective bargaining agreements nor has there ever been a
labor-related work stoppage. We strive to develop and maintain good relations with our employees and believe our relations
with our employees are good.ITEM 1A. RISK FACTORS
THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN
Our Consolidated Financial Statements were prepared assuming we will continue as a going concern. Our continuing
operating losses and uncertainty regarding our ability to make the required minimum funding contributions to the defined
benefit pension plan and the past due principal and payments on our outstanding 8?% Limited convertible senior
subordinated notes due 2012 (the “Notes”) and 9?% Subordinated debentures due 2012 (the “Debentures”) raise substantial
doubt about our ability to continue as a going concern. In addition 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 the Notes and the Debentures and/or (iv) repay our obligations under our Credit
3Agreement (hereinafter defined) with Unilumin North America Inc. (“Unilumin”) there would be a significant adverse
impact on our financial position and operating results.WE TYPICALLY HAVE EXPERIENCED OPERATING LOSSES FOR THE PAST SEVERAL YEARS AND THERE
CAN BE NO ASSURANCE THAT WE WILL BE ABLE TO INCREASE OUR REVENUE SUFFICIENTLY TO
GENERATE THE CASH REQUIRED TO FUND OUR CURRENT OPERATIONS
We have incurred operating losses for the past several years. The Company recorded net operating losses of $3.0 million and
$389000 in the years ended December 31 2023 and 2022 respectively. We are dependent upon future operating
performance and to the extent that operating performance falls short of our needs future financing to generate sufficient cash
flows to continue to run our businesses. Future operating performance is dependent on general economic conditions as well
as financial competitive and other factors beyond our control. We have experienced a decline in our lease and maintenance
bases for the past several years. In addition our ability to achieve profitability is subject to a number of risks and
uncertainties many of which are 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 and extended shut down of businesses. These macroeconomic developments could negatively
affect our business operating results and financial condition in a number of ways. For example current or potential
customers may delay or decrease spending with us or may not pay us or may delay paying us for previously performed
services.There can be no assurance that we will be able to increase our revenue sufficiently to generate the cash required to fund our
current operations and to the extent we are unable to do so we may need to undertake additional financings. In addition we
cannot predict whether future financing if any will be in the form of equity debt or a combination of both. We may not be
able to obtain additional funds on a timely basis on acceptable terms or at all. Any equity financing we receive could be
substantially dilutive to our shareholders.WE HAVE SIGNIFICANT DEBT WHICH COULD IMPAIR OUR FINANCIAL CONDITION
As of December 31 2023 we had outstanding debt of approximately $4.3 million of which $3.8 million was reflected under
current portion of long-term debt in our consolidated balance sheet. Such amount includes an aggregate of $522000 of
Notes and Debentures for which we are in default. Our ability to satisfy our obligations will be dependent upon our future
performance which is subject to prevailing economic conditions and financial business and other factors including factors
beyond our control. As of December 31 2023 we had cash and cash equivalents of $185000 and there can be no assurance
that our operating cash flows will be sufficient to meet our long-term debt service requirements or that we will be able torefinance indebtedness at maturity. See “Management’s Discussion and Analysis of Financial Condition and Results ofOperations - Liquidity and Capital Resources.”
NON-PAYMENT OF PRINCIPAL AND INTEREST ON OUTSTANDING LONG-TERM DEBT (INCLUDING NOTES
AND DEBENTURES) HAS RESULTED IN EVENTS OF DEFAULT AND MAY CONTINUE TO NEGATIVELY
AFFECT OUR BALANCE SHEET
As of December 31 2023 we had outstanding a $2.2 million revolving credit line with Unilumin. The revolving credit line
matured as of December 31 2023 and is currently in default. The revolving credit line is secured by substantially all of the
Company’s assets.As of December 31 2023 we had outstanding term loans totaling $1.0 million with Carlisle Investments. The term loans
matured as of April 27 2019 and December 10 2017 and are currently in default. Carlisle has a security interest in certain
accounts receivable materials and intangibles relating to a certain purchase order for equipment.As of December 31 2023 we had outstanding $302000 of Notes. The Notes matured as of March 1 2012 and are currently
in default. The trustee by notice to us or the holders of 25% of the principal amount of the Notes outstanding by notice to
us and the trustee may declare the outstanding principal plus interest due and payable immediately.As of December 31 2023 we had outstanding $220000 of Debentures. The Debentures matured as of December 1 2012
and are currently in default. The trustee by notice to us or the holders of 25% of the principal amount of the Debentures
outstanding by notice to us and the trustee may declare the outstanding principal plus interest due and payable immediately.
4OUR INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH
Our indebtedness could have important consequences to you. For example it could: increase our vulnerability to general
adverse economic and industry conditions; restrict us from making strategic acquisitions or cause us to make non-strategic
divestitures; require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness
thereby reducing the availability of our cash flow to fund working capital capital expenditures and other general corporate
purposes; make it more difficult for us to satisfy our obligations to our creditors resulting in possible defaults on and
acceleration of such indebtedness; limit our flexibility in planning for or reacting to changes in our business and the industry
in which we operate; place us at a competitive disadvantage compared to our competitors that have less debt; and limit our
ability to borrow additional funds or increase our cost of borrowing.COMPETITORS MAY POSSESS SUPERIOR RESOURCES AND DELIVER MORE MARKETABLE PRODUCTS
WHICH WOULD ADVERSELY AFFECT OUR OPERATING MARGINS
Our digital products compete with a number of competitors both larger and smaller than us and with products based on
different forms of technology. In addition there are several competitors whose current products utilize similar technology
and who possess the resources to develop competitive and more sophisticated products in the future. Our success is to some
extent dependent upon our ability to anticipate technological changes in the industry and to successfully identify obtain
develop and market new products that satisfy evolving industry requirements. There can be no assurance that competitors
will not market new products which may have perceived advantages over our products or which because of pricing strategies
render the products currently sold by us less marketable or would otherwise adversely affect our operating margins.OUR SUCCESS IS PARTIALLY DEPENDENT UPON OUR ABILITY TO OBTAIN THE RENEWAL OF EXISTING
LEASES OR ENTER INTO NEW LEASES AS OUR CURRENT LEASES EXPIRE WHICH MAY NOT BE FEASIBLE.THE INABILITY TO RENEW OR REPLACE OUR LEASES WOULD NEGATIVELY AFFECT OUR OPERATIONS
We derive a substantial percentage of our revenues from the leasing of our digital products generally pursuant to leases that
have an average term of one to five years. Consequently our future success is at a minimum dependent on our ability to
obtain the renewal of existing leases or to enter into new leases as existing leases expire. We also derive a significant
percentage of our revenues from maintenance agreements relating to our digital display products. The average term of such
agreements is one to five years. A portion of the maintenance agreements is cancelable upon 30 days notice. There can be
no assurance that we will be successful in obtaining the renewal of existing leases or maintenance agreements obtaining
replacement leases or realizing the value of assets currently under leases that are not renewed. We expect our success in
obtaining the renewal of existing leases or maintenance agreements or obtaining replacement leases will also be negatively
impacted by the economic uncertainty arising from the impact of the coronavirus which has caused disruptions and extreme
volatility in global financial markets and is expected to increase rates of default and bankruptcy and impact levels ofconsumer and commercial spending. See “Management’s Discussion and Analysis of Financial Condition and Results ofOperations – Results of Operations.”
WE ARE DEPENDENT ON OUR CHIEF EXECUTIVE OFFICER AND OTHER KEY PERSONNEL
We believe that our Chief Executive Officer Nicholas J. Fazio plays a significant role in our success and the loss of his
services could have an adverse effect on us. We have no employment agreement with Mr. Fazio and there can be no
assurance that we would be able to find a suitable replacement for Mr. Fazio. We believe that in addition to Mr. Fazio there
is a core group of executives that also plays a significant role in our success.OUR INTERNATIONAL OPERATIONS SUBJECT US TO POTENTIAL FLUCTUATIONS IN EXCHANGE RATES
BETWEEN THE UNITED STATES DOLLAR AND FOREIGN CURRENCIES AS WELL AS INTERNATIONAL
LEGAL REQUIREMENTS WHICH COULD IMPACT OUR PROFITABILITY
Our financial condition operating results and future growth could be significantly impacted by risks associated with our
international activities including specifically changes in the value of the U.S. dollar relative to foreign currencies and
international tax rules. Because a portion of our business is transacted in Canada dollars fluctuations in the exchange rate
between the U.S. dollar and the Canadian dollar could seriously impact our manufacturing and other costs as well as overall
profitability. The risks to our business related to fluctuations in currency exchange rates is further magnified by the current
volatility in the currency markets that are characteristic of financial markets and currency markets in particular.Compliance with U.S. and foreign laws and regulations that apply to our international operations including import and
export requirements anti-corruption laws including the Foreign Corrupt Practices Act tax laws (including U.S. taxes on
5foreign subsidiaries) foreign exchange controls anti-money laundering and cash repatriation restrictions data privacy
requirements labor laws and anti-competition regulations increases the costs of doing business in foreign jurisdictions and
may subject us to additional costs which may arise in the future as a result of changes in these laws and regulations or in their
interpretation. We have not implemented formal policies and procedures designed to ensure compliance with all of these
laws and regulations. Any such violations could individually or in the aggregate materially adversely affect our reputation
financial condition or operating results.OUR RELIANCE UPON THIRD-PARTY MANUFACTURERS IN CHINA COULD SUBJECT US TO POLITICAL AND
LEGAL RISKS BEYOND OUR CONTROL
Many components of our products are produced in China by third-party manufacturers. Our reliance on third-party Chinese
manufacturers exposes us to risks that are not in our control such as unanticipated cost increases negative fluctuations in
currency or the impact of the coronavirus on the ability of the third-party Chinese manufacturers to provide product and
international commerce which could negatively impact our results of operations and working capital. Any termination of or
significant disruption in our relationship with our Chinese suppliers may prevent us from filling customer orders in a timely
manner. Given the state of the Chinese political system we cannot guaranty that our agreements with our Chinese suppliers
will remain enforceable pursuant to Chinese law. Furthermore we cannot guaranty that all rights to payment or performance
under our agreements with our Chinese manufacturing partners will be enforceable and that all debts owing to us whether in
the form of cash or product will be collectible. While we do not envision any adverse change to our international operations
or suppliers especially given the gradual move towards global integration by the Chinese government and financial markets
adverse changes to these operations as a result of political governmental regulatory economic exchange rate labor health-
related logistical or other factors could have a material adverse effect on our future operating results.SUPPLIERS MAY BE UNABLE OR UNWILLING TO FURNISH US WITH REQUIRED COMPONENTS WHICH
MAY DELAY OR REDUCE OUR PRODUCT SHIPMENTS AND NEGATIVELY AFFECT OUR BUSINESS
We design certain of our products to match components furnished by suppliers. If such suppliers were unable or unwilling to
provide us with those components we would have to contract with other suppliers to obtain replacement sources. In
particular we purchase most of the LEDs and LED module blocks used in our digital products from three main suppliers.We do not have long-term supply contracts with these suppliers. A change in suppliers of either LED module blocks or
certain other components may result in engineering design changes as well as delays in obtaining such replacement
components. We believe that there are presently other qualified vendors of these components. Our inability to obtain
sufficient quantities of certain components as required or to develop alternative sources at acceptable prices and within a
reasonable time could result in delays or reductions in product shipments that could have a materially adverse effect on our
business and results of operations.CYBER-ATTACKS AND BREACHES COULD CAUSE OPERATIONAL DISRUPTIONS FRAUD OR THEFT OF
SENSITIVE INFORMATION
Aspects of our operations are reliant upon internet-based activities such as ordering supplies and back-office functions such
as accounting and transaction processing making and accepting payments processing payroll and other administrative
functions etc. Although we have taken measures to protect our technology systems and infrastructure including employee
education programs regarding cybersecurity a breach of the security surrounding these functions could result in operational
disruptions theft or fraud or exposure of sensitive information to unauthorized parties. A significant disruption or failure of
our information technology systems may have a significant impact on our operations potentially resulting in service
interruptions security violations regulatory compliance failures and other operational difficulties. In addition any attack
perpetrated against our information systems including through a system failure security breach or disruption by malware or
other damage could similarly impact our operations and result in loss or misuse of information litigation and potential
liability. Although we have taken steps intended to mitigate the risks presented by potential cyber incidents it is not possible
to protect against every potential power loss telecommunications failure cybersecurity attack or similar event that may arise.Moreover the safeguards we use are subject to human implementation and maintenance and to other uncertainties. Any of
these cyber incidents may result in a violation of applicable laws or regulations (including privacy and other laws) damage
our reputation cause a loss of customers and give rise to monetary fines and other penalties which could be significant.Such events could have an adverse effect on our results of operations financial condition and liquidity.
6INCREASED PRICES AND INFLATION COULD NEGATIVELY IMPACT OUR FINANCIAL RESULTS
Though we believe that the rates of inflation in recent years have not had a significant impact on our operations a continued
increase in inflation including inflationary pressure on labor and the goods and services we rely upon to deliver service to
our customers could result in increases to our operating costs and we may be unable to pass these costs on to our customers.If inflation in these costs increases beyond our ability to control for them through measures such as implementing operating
efficiencies we may not be able to increase prices to sufficiently offset the effect of various cost increases without negatively
impacting customer demand thereby increasing our costs of doing business and reducing our margins. If such impacts are
prolonged and substantial they could have a material adverse effect on our results of operations.WE ARE CURRENTLY OPERATING IN A PERIOD OF ECONOMIC UNCERTAINTY AND CAPITAL MARKETS
DISRUPTION WHICH HAS BEEN SIGNIFICANTLY IMPACTED BY GEOPOLITICAL INSTABILITY DUE TO THE
ONGOING MILITARY CONFLICTS BETWEEN ISRAEL AND HAMAS AND BETWEEN RUSSIA AND UKRAINE.OUR BUSINESS FINANCIAL CONDITION AND RESULTS OF OPERATIONS MAY BE MATERIALLY AND
ADVERSELY AFFECTED BY ANY NEGATIVE IMPACT ON THE GLOBAL ECONOMY AND CAPITAL MARKETS
RESULTING FROM THE CONFLICT IN UKRAINE OR ANY OTHER GEOPOLITICAL TENSIONS
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the
military conflicts between Israel and Hamas and between Russia and Ukraine. Although the length and impact of the
ongoing military conflicts is highly unpredictable the conflicts could lead to market disruptions including significant
volatility in commodity prices credit and capital markets as well as supply chain interruptions. We are continuing to
monitor the situations and assessing their potential impacts on our business.Any of the abovementioned factors could affect our business prospects financial condition and operating results. The
extent and duration of the military action sanctions and resulting market disruptions are impossible to predict but could be
substantial. Any such disruptions may also magnify the impact of other risks described in this Form 10-K.FAILURE TO MAINTAIN EFFECTIVE INTERNAL CONTROL OVER FINANCIAL REPORTING COULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR ABILITY TO REPORT OUR FINANCIAL RESULTS ON A TIMELY AND
ACCURATE BASIS
Failure to maintain appropriate and effective internal controls over our financial reporting could result in misstatements in
our financial statements and potentially subject us to sanctions or investigations by the SEC or other regulatory authorities
and could cause us to delay the filing of required reports with the SEC and our reporting of financial results. Any of these
events could result in a decline in the market price of our Common Stock. Although we have taken steps to maintain our
internal control structure as required we cannot guarantee that a control deficiency will not result in a misstatement in the
future.EFFECT OF CERTAIN ANTI-TAKEOVER PROVISIONS AND CONTROL BY EXISTING STOCKHOLDERS
Our Amended and Restated Certificate of Incorporation as amended (our “Certificate of Incorporation”) contains certain
provisions that could have the effect of making it more difficult for a third party to acquire or of discouraging a third party
from attempting to acquire control of the Company. Such provisions could limit the price that certain investors might be
willing to pay in the future for shares of our Common Stock thus making it less likely that a stockholder will receive a
premium on any sale of shares of our Common Stock. Our Board of Directors is divided into three classes each of which
serves for a staggered three-year term making it more difficult for a third party to gain control of our Board. Our Certificate
of Incorporation also contains a provision that requires a four-fifths vote on any merger consolidation or sale of assets with
or to an “Interested Person” or “Acquiring Person” as well as any amendment to the provision which divides the Board into
three classes.Additionally we are authorized to issue 2500000 shares of preferred stock of which (i) 416500 are designated as Series A
Convertible Preferred Stock none of which are outstanding and (ii) 51000 are designated as Series B Convertible Preferred
Stock none of which are outstanding. The remaining unissued preferred stock if issued will contain such rights preferences
privileges and restrictions as may be fixed by our Board of Directors which may adversely affect the voting power or other
rights of the holders of Common Stock or delay defer or prevent a change in control of the Company or discourage bids for
the Common Stock at a premium over its market price or otherwise adversely affect the market price of the Common Stock.These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes
in our control or management including transactions in which stockholders might otherwise receive a premium for their
7shares over then current market prices. These provisions may also limit the ability of stockholders to approve transactions
that they may deem to be in their best interests.CONCENTRATION OF OWNERSHIP AMONG OUR PRINCIPAL STOCKHOLDERS MAY LIMIT OUR OTHER
STOCKHOLDERS FROM INFLUENCING SIGNIFICANT COMPANY DECISIONS
As of March 28 2024 one stockholder Unilumin owns approximately 51.8% of our outstanding Common Stock and
beneficially owns approximately 53.5% of our Common Stock. In addition three of the Company’s five directors are
employed by Unilumin or other entities affiliated with Unilumin. In addition the amount payable to Unilumin including
accounts payable accrued interest and long-term debt was $10.0 million as of December 31 2023. Accordingly such
stockholder could exert significant control over any potential stockholder actions including activities related to the treatment
of our debt. The interests of this stockholder may not align with our interests or the interests of other stockholders and
thereby could control our policies and operations including the election of directors the appointment of management future
issuances of our Common Stock or other securities the incurrence or modification of debt by us amendments to our
Certificate of Incorporation and bylaws and the entering of extraordinary transactions such as a merger or sale of all or
substantially all of our assets. In addition this majority stockholder will be able to cause or prevent a change of control of
the Company and could preclude any unsolicited acquisition of the Company. This concentration of ownership could deprive
stockholders of an opportunity to receive a premium for their shares of Common Stock as part of a sale of the Company and
ultimately might affect the market price of the Common Stock.WE DO NOT EXPECT TO PAY ANY DIVIDENDS ON OUR COMMON STOCK FOR THE FORESEEABLE FUTURE
We currently expect to retain all future earnings if any for future operation expansion and debt repayment and have no
current plans to pay any cash dividends to holders of our Common Stock for the foreseeable future. Any decision to declare
and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on among other
things our operating results financial condition cash requirements contractual restrictions and other factors that our Board
of Directors may deem relevant. In addition we must comply with the covenants in our credit agreement in order to be able
to pay cash dividends and our ability to pay dividends generally may be further limited by covenants of any existing and
future outstanding indebtedness we or our subsidiaries incur. As a result you may not receive any return on an investment in
our Common Stock unless you sell our Common Stock for a price greater than that which you paid for it.OUR COMMON STOCK IS QUOTED ON OTC PINK AND MAY BE SUBJECT TO LIMITED TRADING VOLUME
AND PRICE VOLATILITY
Our Common Stock is quoted on the OTC Pink an inter-dealer electronic quotation and trading system for equity securities.Quotation of our Common Stock on OTC Pink may limit the liquidity and price of our Common Stock more than if our
Common Stock were quoted or listed on the NASDAQ Stock Market or another national exchange. Some investors may
perceive our Common Stock to be less attractive because it is traded in the over-the-counter market. In addition as an OTC
Pink company we do not attract the extensive analyst coverage that accompanies companies listed on national exchanges.Further institutional and other investors may have investment guidelines that restrict or prohibit investing in securities traded
on OTC Pink. These factors may have an adverse impact on the trading and price of our Common Stock.Our Common Stock is not widely held and the volume of trading has been relatively low and sporadic. Accordingly our
Common Stock is subject to increased price volatility and reduced liquidity. There can be no assurance that a more active
trading market for our Common Stock will develop or be sustained if it does develop. The market price of our Common
Stock has been and may continue to be subject to wide fluctuations in response to numerous factors some of which arebeyond our control. These factors include among other things the factors described in the sections entitled “Safe HarborStatement under the Private Securities Reform Act of 1995” and “Risk Factors” in this Annual Report on Form 10-K the
general state of the securities markets and the market for similar stocks changes in capital markets that affect the perceived
availability of capital to companies in our industry and governmental legislation or regulation as well as general economic
and market conditions.ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.ITEM 1C. CYBERSECURITY
8Risk Management and Strategy Disclosure
We have established policies and processes for assessing identifying and managing material risk from cybersecurity threats
and have integrated these processes into our overall risk management systems and processes. We routinely assess material
risks from cybersecurity threats including any potential unauthorized occurrence on or conducted through our information
systems that may result in adverse effects on the confidentiality integrity or availability of our information systems or any
information residing therein.We conduct periodic risk assessments to identify cybersecurity threats as well as assessments in the event of a material
change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. These
risk assessments include identification of reasonably foreseeable internal and external risks the likelihood and potential
damage that could result from such risks and the sufficiency of existing policies procedures systems and safeguards in
place to manage such risks.Following these risk assessments we re-design implement and maintain reasonable safeguards to minimize identified risks;
reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards.Primary responsibility for assessing monitoring and managing our cybersecurity risks rests with an IT consultant who reports
to our Chief Executive Officer to manage the risk assessment and mitigation process.As part of our overall risk management system we monitor and test our safeguards and train our employees on these
safeguards in collaboration with IT and management. Personnel at all levels and departments are made aware of our
cybersecurity policies through trainings.We engage consultants or other third parties in connection with our risk assessment processes. These service providers assist
us to design and implement our cybersecurity policies and procedures as well as to monitor and test our safeguards. We
require each third-party service provider to certify that it has the ability to implement and maintain appropriate security
measures consistent with all applicable laws to implement and maintain reasonable security measures in connection with
their work with us and to promptly report any suspected breach of its security measures that may affect our company.We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. For
additional information regarding risks from cybersecurity threats please refer to Item 1A “Risk Factors” in this Annual
Report on Form 10-K.Governance Disclosure
Our Board is periodically informed of our risk management process including risks from cybersecurity threats. Our Board is
responsible for monitoring and assessing strategic risk exposure and our executive officers are responsible for the day-to-day
management of the material risks we face. Our Board administers its cybersecurity risk oversight function directly as a
whole as well as through the audit committee.Our Chief Executive Officer and Chief Accounting Officer are primarily responsible to assess and manage our material risks
from cybersecurity threats with assistance from third-party service providers.Our Chief Executive Officer and Chief Accounting Officer oversee our cybersecurity policies and processes including those
described in “Risk Management and Strategy” above. The cybersecurity risk management program includes tools and
activities to prevent detect and analyze current and emerging cybersecurity threats and plans and strategies to address
threats and incidents.Our Chief Financial Officer and IT consultant provide periodic briefings to the audit committee regarding the Company’s
cybersecurity risks and activities including any recent cybersecurity incidents and related responses cybersecurity systems
testing activities of third parties and the like. Our audit committee provides regular updates to the Board on such reports.ITEM 2. PROPERTIES
The Company’s headquarters and principal executive offices are located in a leased facility at 254 West 31st Street 13th Floor
New York New York at no annual rental cost (because it is additional space in a Unilumin office) which it uses as its
primary executive and administrative office. The Company leases a facility in Hazelwood Missouri at an annual rental of
9$357000 which is being used for manufacturing and administrative operations. The Company leases a facility in Des
Moines Iowa at an annual rental of $140000 which is used for manufacturing and sales operations.The aggregate property rent expense was $483000 and $477000 for the years ended December 31 2023 and 2022
respectively.ITEM 3. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims which arise in the ordinary course of its business and/or which are
covered by insurance. 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 4. MINE SAFETY DISCLOSURES
Not applicable.PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) The Company’s Common Stock trades on the OTC Pink under the symbol “TNLX.” The Company had
approximately 86 holders of record of its Common Stock as of March 28 2024. The number of record
holders does not include DTC participants or beneficial owners holding shares through nominee names.The Board of Directors did not declare any cash dividends on Common Stock during 2023 and the
Company does not anticipate paying any cash dividends on its Common Stock for the foreseeable future.(b) Not applicable.(c) The Company did not purchase any of its equity securities during any month of the fourth fiscal quarter of
2023.
ITEM 6. REMOVED AND RESERVED
ITEM 7. 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.Critical Accounting Estimates
10The 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. The Company believes that
the following accounting estimates are most critical since they require significant assumptions and judgments that inherently
are subject to risks and uncertainties.Income Taxes: The Company records a valuation allowance to reduce its deferred tax assets to the amount that it believes is
more likely than not to be realized. While the Company has considered future taxable income and ongoing feasible tax
planning strategies in assessing the need for the valuation allowance in the event the Company were to determine that it
would not be able to realize all or part of its net deferred tax assets in the future an adjustment to the deferred tax assets
would be charged to income in the period such determination was made. Likewise should the Company determine that it
would be able to realize its deferred tax assets in the future in excess of its net recorded amount an adjustment to the deferred
tax assets would increase income in the period such determination was made.Warranty Reserve: The Company provides for the estimated cost of product warranties at the time revenue is recognized.While the Company engages in product quality programs and processes including evaluating the quality of the component
suppliers the warranty obligation is affected by product failure rates. Should actual product failure rates differ from the
Company’s estimates revisions to increase or decrease the estimated warranty liability may be required.Pension Plan Obligations: The Company is required to make estimates and assumptions to determine the obligation of our
pension benefit plan which includes investment returns and discount rates. The Company recorded after-tax loss in
unrecognized pension liability of $63000 and $352000 in 2023 and 2022 respectively in other comprehensive income.Estimates and assumptions are reviewed annually with the assistance of external actuarial professionals and adjusted as
circumstances change. Assumed mortality rates of plan participants are a critical estimate in measuring the expected
payments a participant will receive over their lifetime and the amount of liability and expense we recognize. At December
31 2023 plan assets were invested 31.0% in fixed income contracts and 69.0% in equity and index funds. The investment
return assumption takes the asset mix into consideration. The assumed discount rate reflects the rate at which the pension
benefits could be settled. The Company utilizes a yield curve in lieu of a single weighted discount rate in determining
liabilities and the interest cost for the following year. At December 31 2023 the weighted average rates used for the
computation of benefit plan liabilities were: investment returns 8.00% and discount rate 5.40%. The net periodic cost for
2024 will be based on the December 31 2023 valuation. The defined benefit pension plan periodic cost (benefit) was
$289000 and ($142000) in 2023 and 2022 respectively. At December 31 2023 assuming no change in the other
assumptions a one-percentage point increase/(decrease) in the discount rate would have increased/(decreased) the net
periodic cost by $21000/($28000).As of December 31 2003 the service benefit under the defined benefit pension plan had been frozen and accordingly there
is no service cost for the years ended December 31 2023 and 2022. There was no minimum required contribution due in
2023. The minimum required pension plan contribution for 2024 is expected to be $840000. See Note 15 to the
Consolidated Financial Statements – Pension Plan for further details.
11Results of Operations
The following table presents our Statements of Operations data expressed as a percentage of revenue for the years ended
December 31 2023 and 2022:
In thousands except percentages 2023 2022
R evenues:
Digital product sales $ 14683 94.4 % $20386 94.1 %
Digital product lease and maintenance 869 5.6 % 1275 5.9 %
Total revenues 15552 100.0 % 21661 100.0 %
Cos t of revenues:
Cost of digital product sales 14118 90.8 % 18196 84.0 %
Cost of digital product lease and maintenance 431 2.8 % 547 2.5 %
Total cost of revenues 14549 93.6 % 18743 86.5 %
G ros s profit from operations 1003 6.4 % 2918 13.5 %
General and administrative expenses (3988) (25.6)% (3307) (15.3)%
Operating loss (2985) (19.2)% (389) (1.8)%
Interest expense net (702) (4.5)% (410) (1.9)%
(Loss) gain on foreign currency remeasurement (60) (0.4)% 191 0.9 %
Gain on forgiveness of PPP loan - - % 824 3.8 %
Pension (expense) benefit (289) (1.9)% 142 0.7 %
(Loss) income before income taxes (4036) (26.0)% 358 1.7 %
Income tax expense (31) (0.2)% (35) (0.2)%
Net (loss) income $(4067) (26.2)% $ 323 1.5 %
2023 Compared to 2022
Total revenues for the year ended December 31 2023 decreased $6.1 million or 28.2% to $15.6 million from $21.7 million
for the year ended December 31 2022 primarily due to a decrease in Digital product sales as well as a decrease in Digital
lease and maintenance revenues.Digital product sales revenues decreased $5.7 million or 28.0% to $14.7 million for the year ended December 31 2023
compared to $20.4 million for the year ended December 31 2022 primarily due to the non-recurrence of a couple of large
sales that were delivered in the year ended December 31 2022.Digital product lease and maintenance revenues decreased $406000 or 31.8% to $869000 for the year ended December 31
2023 compared to $1.3 million for the year ended December 31 2022 primarily due to the continued expected revenue
decline in the older outdoor display equipment rental and maintenance bases acquired in the early 1990s. The financial
services market continues to be negatively impacted by the current investment climate resulting in consolidation within that
industry and the wider use of flat-panel screens for smaller applications.Total operating loss for the year ended December 31 2023 increased $2.6 million to $3.0 million from $389000 for the year
ended December 31 2022 principally due to the decrease in revenues and an increase in general and administrative expenses.Digital product sales operating (loss) income decreased $1.9 million to a loss of $1.5 million for the year ended December 31
2023 compared to income of $394000 for the year ended December 31 2022 primarily due to the decrease in revenues. The
cost of Digital product sales decreased $4.1 million or 22.4% primarily due to the decrease in revenues and an increase in the
cost of revenue as a percentage of revenues. The cost of Digital product sales represented 96.2% of related revenues in 2023
compared to 89.3% in 2022. General and administrative expenses for Digital product sales increased $297000 or 16.5%
primarily due to increases in supplies employees’ expenses and marketing expenses partially offset by a decrease in
consulting expenses.Digital product lease and maintenance operating income decreased $358000 or 44.8% to $441000 for the year ended
December 31 2023 compared to $799000 for the year ended December 31 2022 primarily due to the reduction in revenues.The cost of Digital product lease and maintenance decreased $116000 or 21.2% primarily due to a decrease in depreciation
expense. The cost of Digital product lease and maintenance revenues represented 49.6% of related revenues in 2023
compared to 42.9% in 2022. 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
increased $68000 primarily due to an increase in the allowance for credit losses.
12Corporate general and administrative expenses increased $316000 or 20.0% to $1.9 million for the year ended December 31
2023 compared to $1.6 million for the year ended December 31 2022 primarily due to increases in employees’ and
consulting expenses.Net interest expense increased $292000 or 71.2% to $702000 for the year ended December 31 2023 compared to $410000
for the year ended December 31 2022 primarily due to an increase in interest rates.The effective tax rate for the years ended December 31 2023 and 2022 was an expense of 0.8% and 9.8% respectively. The
Company recognized income tax expense of $31000 and $35000 for the years ended December 31 2023 and 2022
respectively. The income tax expense in 2023 and 2022 is affected by income tax expense related to the Company’s
Canadian subsidiary and the valuation allowance on the Company’s deferred tax assets as a result of reporting pre-tax losses.Liquidity and Capital Resources
Current Liquidity
The Company has incurred recurring operating losses and continues to have a working capital deficiency. The Company
recorded a net loss of $4.1 million in the year ended December 31 2023 and had a working capital deficiency of $13.9
million as of December 31 2023. The Company recorded income of $323000 in the year ended December 31 2022 which
included the gain on forgiveness of the PPP loan of $824000 and had a working capital deficiency of $9.3 million as of
December 31 2022. The increase in the working capital deficiency as compared to December 31 2022 is primarily due to
decreases in receivables prepaids and other assets and inventories as well as increases in accounts payable and accrued
liabilities partially offset by an increase in cash as well as decreases in customer deposits and current lease liabilities.The Company is dependent on future operating performance in order to generate sufficient cash flows in order to continue to
run its businesses. Future operating performance is dependent on general economic conditions as well as financial
competitive and other factors beyond our control. In order to more effectively manage its cash resources the Company had
from time to time increased the payment timetable of some of its payables which had from time to time delayed certain
product deliveries from our vendors which in turn had from time to time delayed certain deliveries to our customers. The
recent cash infusions have resolved these previous issues.Management believes there is substantial doubt as to whether we will have adequate liquidity including access to the debt
and equity capital markets to operate our business over the next 12 months from the date of issuance of this Form 10-K. The
Company continually evaluates the need and availability of long-term capital to meet its cash requirements and fund potential
new opportunities.The Company generated cash from operating activities of $622000 and used cash of $2.0 million in the years ended
December 31 2023 and 2022 respectively. The Company has implemented several initiatives to improve operational results
and cash flows over future periods including reducing headcount reorganizing its sales department and outsourcing certain
administrative functions. The Company continues to explore ways to reduce operational and overhead costs. The Company
periodically takes steps to reduce the cost to maintain the digital products on lease and maintenance agreements.Cash and cash equivalents increased $137000 in 2023. The increase is primarily attributable to cash provided by operating
activities of $622000 proceeds from long-term debt borrowings of $243000 partially offset by purchases of equipment of
$327000 and payments of long-term debt of $201000. The current economic environment has increased the Company’s
trade receivables collection cycle but collections continue to be favorable.Under various agreements the Company is obligated to make future cash payments in fixed amounts. These include
payments under the Company’s long-term debt agreements payments to the Company’s pension plan warranty liabilities
and rental payments required under operating lease agreements. The Company has both variable and fixed interest rate debt.Interest payments are projected based on actual interest payments incurred in 2023 until the underlying debts mature.
13The following table summarizes the Company’s fixed cash obligations as of December 31 2023 over the next five fiscal
years:
In thousands 2024 2025 2026 2027 2028
Long-term debt including interest $5531 $ 42 $ 42 $ 42 $ 39
Pension plan payments 840 277 236 217 190
Estimated warranty liability 89 70 60 48 20
Operating lease payments 545 560 577 451 414
Total $7005 $949 $915 $758 $663
As of December 31 2023 the Company still had outstanding $302000 of Notes which matured as of March 1 2012. The
Company also still had outstanding $220000 of Debentures which matured on December 1 2012. The Company continues
to consider future exchanges of the remaining Notes and Debentures but has no agreements commitments or understandings
with respect to any further exchanges. See Note 12 to the Consolidated Financial Statements – Long-Term Debt for further
details.The Company may still seek additional financing in order to provide enough cash to cover our remaining current fixed cash
obligations as well as providing working capital. However there can be no assurance as to the amounts if any the Company
will receive in any such financing or the terms thereof. The Company has no agreements commitments or understandings
with respect to any such financings. To the extent the Company issues additional equity securities it could be dilutive to
existing shareholders.Pension Plan Contributions
There was no minimum contribution required in 2023. At this time the minimum required pension plan contribution for
2024 is $840000 which the Company expects to fully contribute. See Note 15 to the Consolidated Financial Statements –
Pension Plan for further details.Off-Balance Sheet Arrangements: The Company has no majority-owned subsidiaries that are not included in the
Consolidated Financial Statements nor does it have any interests in or relationships with any special purpose off-balance
sheet financing entities.Safe Harbor Statement under the Private Securities Reform Act of 1995
This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as
amended and Section 21E of the Securities Exchange Act of 1934 as amended. Any statement that is not a statement of
historical fact should be considered a forward-looking statement. We often use words or phrases of expectation or
uncertainty like “believe” “anticipate” “plan” “expect” “intent” “project” “future” “may” “will” “could” “would” and
similar words to help identify forward-looking statements. Examples of forward-looking statements include statements
regarding our future financial results operating results business strategies projected costs product development or future
sales competitive positions and plans and objectives of management for future operations.We have based these forward-looking statements on our current expectations and projections about future events. However
they are subject to various risks and uncertainties many of which are outside our control including the circumstances
described in the section entitled “Risk Factors” in this report. Accordingly our actual results or financial condition could
differ materially and adversely from those discussed in or implied by these forward-looking statements. We caution you not
to place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date on
which it is made and except to the extent required by federal securities laws we undertake no obligation to update or revise
any forward-looking statements whether as a result of new information future events or otherwise.
14ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to interest rate risk on its long-term debt. The Company manages its exposure to changes in interest
rates by the use of variable and fixed interest rate debt. The fair value of the Company’s fixed rate long-term debt is
disclosed in Note 12 to the Consolidated Financial Statements – Long-Term Debt. Every 1-percentage-point change in
interest rates would result in an annual interest expense fluctuation of approximately $22000. In addition the Company is
exposed to foreign currency exchange rate risk mainly as a result of investment in its Canadian subsidiary. A 10% change in
the Canadian dollar relative to the U.S. dollar would result in a currency exchange expense fluctuation of approximately
$243000 based on dealer quotes considering current exchange rates. The Company does not enter into derivatives for
trading or speculative purposes and did not hold any derivative financial instruments at December 31 2023.ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of Trans-Lux Corporation and its subsidiaries are included on the following pages:
Report of Independent Registered Public Accounting Firm (PCAOB ID 688) 16
Consolidated Balance Sheets as of December 31 2023 and 2022 17
Consolidated Statements of Operations for the Years Ended December 31 2023 and 2022 18
Consolidated Statements of Comprehensive Loss for the Years Ended December 31 2023 and 2022 18
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31 2023 and 2022 19
Consolidated Statements of Cash Flows for the Years Ended December 31 2023 and 2022 20
Notes to Consolidated Financial Statements 21
15REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Trans-Lux Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Trans-Lux Corporation (the “Company”) as of December
31 2023 and 2022 the related consolidated statements of operations comprehensive loss stockholders’ deficit and cash
flows for each of the two years in the period ended December 31 2023 and the related notes (collectively referred to as the
“financial statements”). In our opinion the financial statements present fairly in all material respects the financial position
of the Company as of December 31 2023 and 2022 and the results of its operations and its cash flows for each of the two
years in the period ended December 31 2023 in conformity with accounting principles generally accepted in the United
States of America.Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going
concern. As more fully described in Note 2 the Company has a significant working capital deficiency has incurred
significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the
outcome of this uncertainty.Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement whether
due to error or fraud. The Company is not required to have nor were we engaged to perform an audit of its internal control
over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the financial statements whether
due to error or fraud and performing procedures that respond to those risks. Such procedures included examining on a test
basis evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis for our opinion.Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging subjective or complex judgments. We determined that there
are no critical audit matters./S/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor since 2015.New Haven CT
April 1 2024
16TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31 December 31
In thousands except share data 2023 2022
ASSETS
Current assets:
Cash and cash equivalents $ 1 85 $ 48
Receivables net 1 531 2832
Inventories 2 372 2722
Prepaids and other assets 148 1071
Total current assets 4236 6673
Long-term assets:
Rental equipment net 111 225
Property plant and equipment net 1778 1715
Right of use assets 1971 765
Restricted cash 200 -
Other assets 34 34
Total long-term assets 4 094 2 739
TOTAL ASSETS $ 8330 $ 9412
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 8420 $ 6339
Accrued liabilities 5352 4279
Current portion of long-term debt 3 776 3768
Current lease liabilities 352 393
Customer deposits 213 1183
Total current liabilities 18113 15962
Long-term liabilities:
Long-term debt less current portion 535 500
Long-term lease liabilities 1644 412
Deferred pension liability and other 2 248 2862
Total long-term liabilities 4427 3774
Total liabilities 22540 19736
Stockholders' deficit:
Preferred Stock Series A - $20 stated value - 416500 shares authorized;
shares issued and outstanding: 0 in 2023 and 2022 - -
Preferred Stock Series B - $200 stated value - 51000 shares authorized;
shares issued and outstanding: 0 in 2023 and 2022 - -
Common Stock - $0.001 par value - 30000000 shares authorized;
shares issued: 13524116 in 2023 and 13474116 in 2022
shares outstanding: 13496276 in 2023 and 13446276 in 2022 13 13
Additional paid-in-capital 41508 41444
Accumulated deficit (46719) (42652)
Accumulated other comprehensive loss (5949) (6066)
Treasury stock - at cost - 27840 common shares in 2023 and 2022 (3063) (3063)
Total stockholders' deficit (14210) (10324)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 8330 $ 9412
The accompanying notes are an integral part of these consolidated financial statements.
17TRANS-LUX CORPORATION AND SUBSIDIARIES YTD previous month
CONSOLIDATED STATEMENTS OF OPERATIONS
12 Months Ended 11 Months Ended
December 31 November 30
In thousands except per share data 2023 2022
Revenues:
Digital product sales $ 14683 $ 20386
Digital product lease and maintenance 869 1275
Total revenues 15552 21661
Cost of revenues:
Cost of digital product sales 14118 18196
Cost of digital product lease and maintenance 431 547
Total cost of revenues 1 4549 18743
Gross income 1003 2 918
General and administrative expenses (3988) (3307)
Operating loss (2985) ( 389)
Interest expense net (702) (410)
(Loss) gain on foreign currency remeasurement (60) 191
Gain on forgiveness of PPP loan - 824
Pension (expense) benefit (289) 142
(Loss) income before income taxes (4036) 358
Income tax expense (31) (35)
Net (loss) income $ (4067) $ 323
The accompanying notes are an integral part of these consolidated financial statements.TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
12 Months Ended 11 Months Ended
December 31 November 30
In thousands 2023 2022
Net (loss) income $ (4067) $ 323
Other comprehensive income (loss):
Unrealized foreign currency translation gain (loss) 54 (165)
Change in unrecognized pension costs 63 352
Total other comprehensive income net of tax 117 187
Comprehensive (loss) income $ (3950) $ 5 10
The accompanying notes are an integral part of these consolidated financial statements.
18TRANS-LUX CORPORATION AND SUBSIDIARIES
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 12 months ended December 31 2023
Balance January 1 2023 - $ - - $ - 13474116 $ 13 $ 41444 $ (42652) $ (6066) $ ( 3063) $ (10324)
Net loss - - - - - - - (4067) - - ( 4067)
Stock issued to directors/officers - - - - 50000 - 26 - - - 26
Issuance of options - - - - - - 3 8 - - - 38
Other comprehensive income net of tax:
Unrealized foreign currency translation gain - - - - - - - - 54 - 54
Change in unrecognized pension costs - - - - - - - - 6 3 - 63
Balance December 31 2023 - $ - - $ - 13524116 $ 13 $ 4 1508 $ (46719) $ (5949) $ ( 3063) $ (14210)
For the 12 months ended December 31 2022
Balance January 1 2022 - $ - - $ - 13474116 $ 13 $ 41330 $ (42975) $ (6253) $ ( 3063) $ (10948)
Net income - - - - - - - 323 - - 323
Issuance of options - - - - - - 1 14 - - - 114
Other comprehensive (loss) income net of tax:
Unrealized foreign currency translation loss - - - - - - - - (165) - (165)
Change in unrecognized pension costs - - - - - - - - 352 - 352
Balance December 31 2022 - $ - - $ - 13474116 $ 13 $ 41444 $ (42652) $ (6066) $ (3063) $ (10324)
The accompanying notes are an integral part of these consolidated f inancial statements.
19TRANS-LUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
12 Months Ended
December 31
In thousands 2023 2022
Cash flows from operating activities
Net (loss) income $ (4067) $ 323
Adjustment to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization 3 78 4 39
Amortization of right of use assets 395 3 97
Gain on forgiveness of PPP loan - (824)
Amortization of deferred financing fees and debt discount - 52
Loss (gain) on foreign currency remeasurement 60 (191)
Issuance of common stock for compensation 26 -
Amortization of stock options 38 114
Allowance for credit losses (90) (113)
Changes in operating assets and liabilities:
Accounts receivable 1391 (570)
Inventories 350 ( 1851)
Prepaids and other assets 9 23 4 79
Accounts payable 2081 1091
Accrued liabilities 1068 (7)
Operating lease liabilities (410) (397)
Customer deposits (970) (768)
Deferred pension liability and other (551) (142)
Net cash provided by (used in) operating activities 622 ( 1968)
Cash flows from investing activities
Purchases of property plant and equipment (327) (18)
Net cash used in investing activities (327) (18)
Cash flows from financing activities
Proceeds from long-term debt 2 43 1057
Proceeds from forgiveness of PPP loan - 4 53
Payments of long-term debt (201) -
Net cash provided by financing activities 42 1510
Effect of exchange rate changes - -
Net increase (decrease) in cash cash equivalents and restricted cash 337 (476)
Cash cash equivalents and restricted cash at beginning of year 48 5 24
Cash cash equivalents and restricted cash at end of period $ 385 $ 48
Supplemental disclosure of cash flow information:
Interest paid $ 24 $ -
Income taxes paid 10 10
Supplemental non-cash financing activities:
Lease assets added in exchange for lease liabilities $ 1601 $ -
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 $ 185 $ 48
Long-term assets
Restricted cash 200 -
Cash cash equivalents and restricted cash at end of period $ 385 $ 48
The accompanying notes are an integral part of these consolidated financial statements.
20Notes To Consolidated Financial Statements
The following is a summary of the reserve for expected
credit loss accounts at December 31:
1. Summary of Significant Accounting Policies
In thousands 2023 2022
Trans-Lux Corporation is a leading designer and Balance at beginning of year $ 291 $ 423
manufacturer of digital signage display solutions. The Provisions (90) (113)
Write-offs (47) (19)
Company sells and leases its digital signage display
Balance at end of year $154 $ 291
solutions.Concentrations of credit risk with respect to accounts
Principles of consolidation: The Consolidated Financial receivable are limited due to the large number of
Statements include the accounts of Trans-Lux customers the relatively small account balances within
Corporation a Delaware corporation and all wholly- the majority of the Company’s customer base and their
owned subsidiaries (collectively the “Company”). dispersion across different businesses. At December 31
Intercompany balances and transactions have been 2023 two customers accounted for 25.0% of the balance
eliminated in consolidation. in Accounts receivable net. At December 31 2022 two
customers accounted for 26.9% of the balance in
Use of estimates: The preparation of the financial Accounts receivable net. In 2023 no customers
statements in conformity with accounting principles accounted for at least 10% of our total revenues. In 2022
generally accepted in the United States of America one customer accounted for 13.3% of our total revenues.(“GAAP”) requires management to make estimates and
assumptions that affect the reported amounts of assets and Inventories: Inventories are stated at the lower of cost
liabilities and disclosure of contingent assets and (first-in first-out method) or net realizable value.liabilities at the date of the financial statements and the Valuation allowances for slow-moving and obsolete
reported amounts of revenues and expenses during the inventories are provided based on historical experience
reporting period. Actual results could differ from those and demand for servicing of the displays. The Company
estimates. Estimates and assumptions are reviewed evaluates the adequacy of these valuation allowances
periodically and the effects of revisions are reflected in regularly.the financial statements in the period in which the change
is determined. Estimates are used when accounting for Rental equipment and property plant and equipment net:
such items as costs of long-term sales contracts reserves Rental equipment and property plant and equipment are
for expected credit losses inventory valuation allowances stated at cost and depreciated over their respective useful
depreciation and amortization valuation of pension lives using the straight-line method. Leaseholds and
obligations valuation of warrants income taxes warranty improvements are amortized over the lesser of the useful
reserve management’s assessment of going concern lives or term of the lease. Repairs and maintenance costs
contingencies impairment of long-lived assets and related to rental equipment and property plant and
litigation. equipment are expensed in the period incurred.Cash and cash equivalents: The Company considers all The estimated useful lives are as follows:
highly liquid investments with an original maturity of
three months or less to be cash equivalents. The Years
Company has deposits in United States financial Indoor rental equipment 10
institutions that maintain Federal Deposit Insurance Outdoor rental equipment 15
Corporation (“FDIC”) deposit insurance on all interest Machinery fixtures and equipment 5 – 15
and non-interest-bearing accounts collectively with an Leaseholds and improvements 7
aggregate coverage up to $250000 per depositor per
financial institution. At times the amount of the deposits When rental equipment and property plant and equipment
exceeds the FDIC limits. The portion of the deposits in are fully depreciated retired or otherwise disposed of the
excess of FDIC limits represents a credit risk of the cost and accumulated depreciation are eliminated from
Company. The Company has no cash equivalents at the accounts. Any gains or losses on disposals are
December 31 2023 and 2022. recorded in the period incurred.Accounts receivable net: Accounts receivable are carried Impairment or disposal of long-lived assets: The
at net realizable value. Credit is extended based on an Company evaluates whether there has been an impairment
evaluation of each customer’s financial condition; in value of its long-lived assets if certain circumstances
collateral is generally not required. Reserves for expected indicate that a possible impairment may exist. An
credit losses are provided based on historical experience impairment in value may exist when the carrying value of
and current trends. The Company evaluates the adequacy a long-lived asset exceeds its undiscounted cash flows. If
of these reserves regularly. it is determined that an impairment in value has occurred
21the carrying value is written down to its fair value as
determined by a discounted cash flow model. There were Foreign currency: The functional currency of the
no impairments of long-lived assets in 2023 or 2022. Company’s Canadian business operation is the Canadian
dollar. The assets and liabilities of such operation are
Shipping Costs: The costs of shipping product to our translated into U.S. dollars at the year-end rate of
customers of $694000 and $677000 in 2023 and 2022 exchange and the operating and cash flow statements are
respectively are included in Cost of digital product sales. converted at the average annual rate of exchange. The
resulting translation adjustment is recorded in
Advertising/Marketing Costs: The Company expenses the Accumulated other comprehensive loss in the
costs of advertising and marketing at the time that the Consolidated Balance Sheets and as a separate item in the
related advertising takes place. Advertising and Consolidated Statements of Comprehensive (Loss)
marketing costs of $29000 and $25000 in 2023 and 2022 Income. In relation to intercompany balances these have
respectively are included in General and administrative been classified as short-term in nature and therefore the
expenses. changes in the foreign currency remeasurement
adjustment for intercompany balances are recorded as
Revenue recognition: See Note 3 – Revenue Recognition. (Loss) gain on foreign currency remeasurement in the
Consolidated Statements of Operations.Warranty reserve: The Company provides for the
estimated cost of product warranties at the time revenue is Share-based compensation: The Company measures
recognized. While the Company engages in product share-based payments to employees directors and non-
quality programs and processes including evaluating the employees at the grant date fair value of the instrument.quality of the component suppliers the warranty The fair value is estimated on the date of grant using the
obligation is affected by product failure rates. Should Black-Scholes valuation model which requires various
actual product failure rates differ from the Company’s assumptions including estimating stock price volatility
estimates revisions to increase or decrease the estimated expected life of the instrument estimated forfeiture rate
warranty liability may be required. and risk free interest rate. For details on the accounting
effect of share-based compensation see Note 16 – Share-
Taxes on income: Deferred income tax assets and Based Compensation.liabilities are established for temporary differences
between the financial reporting basis and the tax basis of The following new accounting pronouncements were
the Company’s assets and liabilities at tax rates expected adopted in 2023:
to be in effect when such temporary differences are
expected to reverse and for operating loss carryforwards. In June 2016 the FASB issued ASU No. 2016-13The temporary differences are primarily attributable to “Financial Instruments – Credit Losses (Topic 326):operating loss carryforwards depreciation and the Measurement of Credit Losses on Financial Instruments.”
actuarial differences between the calculations of expenses ASU 2016-13 requires that entities use a new forward
compared to the calculations of contribution requirements looking “expected loss” model that generally will result in
of the pension plan. The Company records a valuation the earlier recognition of allowance for credit losses. The
allowance against net deferred income tax assets if based measurement of expected credit losses is based upon
upon the available evidence it is more-likely-than-not historical experience current conditions and reasonable
that the deferred income tax assets will not be realized. and supportable forecasts that affect the collectability of
the reported amount. ASU No. 2016-13 is effective for
The Company considers whether it is more-likely-than- annual reporting periods including interim reporting
not that a tax position will be sustained upon examination periods within those periods beginning after December
including resolution of any related appeals or litigation 15 2022. The Company adopted the new guidance on
processes based on the technical merits of the position. January 1 2023 and determined it did not have a material
Once it is determined that a position meets the more- impact on its consolidated financial statements.likely-than-not recognition threshold the position is
measured to determine the amount of benefit to recognize The following new accounting pronouncements and
in the financial statements. The Company’s policy is to related impacts on adoption are being evaluated by the
classify interest and penalties related to uncertain tax Company:
positions in income tax expense. To date there have been
no interest or penalties charged to the Company in In November 2023 the FASB issued ASU No. 2023-07
relation to the underpayment of income taxes. The Segment Reporting (Topic 280): Improvements to
Company’s determinations regarding uncertain income Reportable Segment Disclosures (“ASU 2023-07”) which
tax positions may be subject to review and adjustment at a amends ASC 280. The intent of ASU 2023-07 is to
later date based upon factors including but not limited to improve the disclosures around a public entity’s
an ongoing analysis of tax laws regulations and reportable segments and address requests from investors
interpretations thereof. for additional more detailed information about a
22reportable segment’s expenses by requiring entities to as well as financial competitive and other factors beyond
disclose on an annual and interim basis: (i) significant our control including the impact of the current economic
segment expenses that are regularly provided to the Chief environment the spread of major epidemics (including
Operating Decision Maker (“CODM”) and included coronavirus) and other related uncertainties such as
within each reported measure of segment profit or loss government-imposed travel restrictions interruptions to
and (ii) an amount for other segment items by reportable supply chains and extended shut down of businesses. In
segment and a description of its composition which order to more effectively manage its cash resources the
represents the difference between segment revenue less Company had from time to time increased the timetable
segment expenses disclosed under the significant expense of its payment of some of its payables which delayed
principle and each reported measure of segment profit or certain product deliveries from our vendors which in turn
loss. Furthermore entities will be required to: (i) provide delayed certain deliveries to our customers.all annual disclosures about a segment’s profit or loss and
assets currently required under ASC 280 on an interim Our Consolidated Financial Statements were prepared
basis as well (ii) clarify that an entity is not precluded assuming we will continue as a going concern. Our
from reporting additional measures of a segment’s profit continuing operating losses and uncertainty regarding our
or loss that are used by the CODM in assessing segment ability to make the required minimum funding
performance and deciding how to allocate resources and contributions to the defined benefit pension plan and the
(iii) disclose the title and position of the CODM and an past due principal and payments on our outstanding 8?%
explanation of how the CODM uses the reported Limited convertible senior subordinated notes due 2012
measures of segment profit or loss in assessing segment (the “Notes”) and 9?% Subordinated debentures due
performance and deciding how to allocate resources. 2012 (the “Debentures”) raise substantial doubt about our
ASU 2023-07 is effective for fiscal years beginning after ability to continue as a going concern for a period of 12
December 15 2023 and interim periods within fiscal months from the date of issuance of this Form 10-K. In
years beginning after December 15 2024 with early addition if we are unable to (i) obtain additional liquidity
adoption permitted. The Company is currently evaluating for working capital (ii) make the required minimum
the potential impact of ASU 2023-07 on its consolidated funding contributions to the defined benefit pension plan
financial statements and disclosures. (iii) make the required principal and interest payments on
the Notes and the Debentures and/or (iv) repay our
obligations under our Credit Agreement (hereinafter
2. Liquidity and Going Concern defined) with Unilumin there would be a significant
adverse impact on our financial position and operating
A fundamental principle of the preparation of financial results. The Company continually evaluates the need and
statements in accordance with GAAP is the assumption availability of long-term capital in order to meet its cash
that an entity will continue in existence as a going requirements and fund potential new opportunities.concern which contemplates continuity of operations and
the realization of assets and settlement of liabilities
occurring in the ordinary course of business. This 3. Revenue Recognition
principle is applicable to all entities except for entities in
liquidation or entities for which liquidation appears We recognize revenue in accordance with two different
imminent. In accordance with this requirement the accounting standards: 1) Accounting Standards
Company has prepared its accompanying Consolidated Codification (“ASC”) Topic 606 and 2) ASC Topic 842.Financial Statements assuming the Company will Under Topic 606 revenue from contracts with customers
continue as a going concern. is measured based on the consideration specified in the
contract with the customer and excludes any sales
The Company has incurred recurring operating losses and incentives and amounts collected on behalf of third parties.continues to have a working capital deficiency. The A performance obligation is a promise in a contract to
Company recorded a loss of $4.1 million in the year transfer a distinct good or service to a customer and is the
ended December 31 2023 and had a working capital unit of account under Topic 606. Our contracts with
deficiency of $13.9 million as of December 31 2023. customers generally do not include multiple performance
The Company recorded income of $323000 in the year obligations. We recognize revenue when we satisfy a
ended December 31 2022 which included the gain on performance obligation by transferring control over a
forgiveness of the PPP loan of $824000 and had a product or service to a customer. The amount of revenue
working capital deficiency of $9.3 million as of recognized reflects the consideration we expect to be
December 31 2022 entitled to in exchange for such products or services.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
23Disaggregated Revenues input method whereby the basis is the total contract costs
incurred to date compared to the total expected costs to be
The following table represents a disaggregation of incurred.revenue from contracts with customers for the years
ended December 31 2023 and 2022 along with the Revenue on sales to distribution partners are recorded net
reportable segment for each category: of prompt-pay discounts if offered and other deductions.To the extent the transaction price includes variable
consideration the Company estimates the amount of
In thousands 2023 2022 variable consideration that should be included in the
Digital product sales: transaction price utilizing the most likely amount method
to which the Company expects to be entitled. In the case
Catalog and small
of prompt-pay discounts there are only two possible
customized products $14683 $20386
Large customized outcomes: either the customer pays on-time or does not.products - - Variable consideration is included in the transaction price
if in the Company’s judgment it is probable that a
Subtotal
14683 20386 significant future reversal of cumulative revenue under
Digital product lease and maintenance: the contract will not occur. Determination of whether to
include estimated amounts in the transaction price are
Operating leases based largely on an assessment of the Company’s
465579
anticipated performance and all information (historical
Maintenance agreements
404 696 current and forecasted) that is reasonably available. The
Company believes that the estimates it has established are
Subtotal
869 1275 reasonable based upon current facts and circumstances.
Applying different judgments to the same facts and
Total
$15552 $21661 circumstances could result in the estimated amounts to
vary. The Company offers an assurance-type warranty
Performance Obligations that the digital display products will conform to the
published specifications. Returns may only be made
The Company has two primary revenue streams which are subject to this warranty and not for convenience.Digital product sales and Digital product lease and
maintenance. Digital Product Lease and Maintenance
Digital Product Sales Lease and maintenance contracts generally run for periods
of one month to 10 years. A contract entered into by the
The Company recognizes net revenue on digital product Company with a customer may contain both lease and
sales to its distribution partners and to end users related to maintenance services (either or both services may be
digital display solutions and fixed digit scoreboards. For agreed upon based on the individual customer contract).the Company’s catalog products revenue is generally Maintenance services may consist of providing labor
recognized when the customer obtains control of the parts and software maintenance as may be required to
Company’s product which occurs at a point in time and maintain the customer’s equipment in proper operating
may be upon shipment or upon delivery based on the condition at the customer’s service location. The
contractual shipping terms of a contract. For the Company concluded the lease and maintenance services
Company’s customized products revenue is either represent a series of distinct services and the most
recognized at a point in time or over time depending on representative method for measuring progress towards
the scope of the contract. For those customized product satisfying the performance obligation of these services is
contracts that are smaller in size revenue is generally the input method. Additionally maintenance services
recognized when the customer obtains control of the require the Company to “stand ready” to provide support
Company’s product which occurs at a point in time and to the customer when and if needed. As there is no
may be upon shipment or upon delivery based on the discernable pattern of efforts other than evenly over the
contractual shipping terms of a contract. For those lease and maintenance terms the Company will recognize
customized product contracts that are larger in size revenue straight-line over the lease and maintenance
revenue is recognized over time based on incurred costs terms of service.as compared to projected costs using the input method as
this best reflects the Company’s progress in transferring The Company has an enforceable right to payment for
control of the customized product to the customer. The performance completed to date as evidenced by the
Company may also contract with a customer to perform requirement that the customer pay upfront for each month
installation services of digital display products. Similar to of services. Lease and maintenance service amounts billed
the larger customized products the Company recognizes ahead of revenue recognition are recorded in deferred
the revenue associated with installation services using the
24revenue and are included in Accrued liabilities in the During the years ended December 31 2023 and 2022 the
Consolidated Balance Sheets. Company recognized the following revenues as a result of
changes in the contract asset and the contract liability
Revenues from equipment lease and maintenance balances in the period:
contracts are recognized during the term of the respective
agreements. At December 31 2023 the future minimum In thousands 2023 2022
lease payments due to the Company under operating Revenue recognized in the period
leases that expire at varying dates through 2030 for its from:
rental equipment and maintenance contracts assuming no Amounts included in the contract
renewals of existing leases or any new leases aggregating liability at the beginning of the
$1500000 are as follows: $583000 – 2024 $359000 – period $1128 $1951
2025 $271000 – 2026 $202000 – 2027 $62000 – 2028 Performance obligations satisfied in
and $23000 thereafter. previous periods (for example due to
changes in transaction price) - -
Contract Balances with Customers
Transaction Price Allocated to Future Performance
Obligations
Contract assets primarily relate to rights to consideration
for goods or services transferred to the customer when the
Remaining performance obligations represent the
right is conditional on something other than the passage
transaction price of contracts for which work has not been
of time. The contract assets are transferred to the
performed (or has been partially performed). ASC 606
receivables when the rights become unconditional. As of
provides certain practical expedients that limit this
December 31 2023 and 2022 the Company had no
requirement and therefore the Company does not
contract assets. The contract liabilities primarily relate to
disclose the value of unsatisfied performance obligations
the advance consideration received from customers for
for (i) contracts with an original expected length of one
contracts prior to the transfer of control to the customer
year or less and (ii) contracts for which revenue is
and therefore revenue is recognized on completion of
recognized at the amount to which the Company has the
delivery. Contract liabilities are classified as deferred
right to invoice for services performed. As of December
revenue and included in Accrued liabilities in the
31 2023 the aggregate amount of the transaction price
Consolidated Balance Sheets.allocated to remaining performance obligations for digital
product sales was $2.3 million and digital product lease
The following table presents the balances in the
and maintenance was $1.5 million. The Company expects
Company’s receivables and contract liabilities with
to recognize revenue on approximately 76% 17% and 7%
customers as of December 31 2023 and 2022:
of the remaining performance obligations over the next 12
months 13 to 36 months and 37 or more months
respectively.In thousands
20232022
Gross receivables $1685 $3123 Costs to Obtain or Fulfill a Customer Contract
Allowance for credit
losses 154 291 The Company capitalizes incremental costs of obtaining
Net receivables 1531 2832 customer contracts. Capitalized commissions are
amortized based on the transfer of the products or services
Contract liabilities 225 1229 to which the assets relate. Applying the practical
expedient the Company recognizes the incremental costs
During the years ended December 31 2023 and 2022 the of obtaining contracts as an expense when incurred if the
Company recognized increases in the allowance for credit amortization period of the assets that the Company
losses of $90000 and $113000 respectively. 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
25recorded in costs of goods sold and are recognized when
the related finished product is shipped to the customer. 6. Rental Equipment net
Rental equipment consists of the following:
4. Fair Value
In thousands 2023 2022
The Company carries the cash surrender value of life Rental equipment $1049 $2077
insurance related to its deferred compensation Less accumulated depreciation 938 1852
arrangements at fair value. Under ASC 820 the fair value Net rental equipment $ 111 $ 225
of all assets and liabilities is determined using a three-tier
fair value hierarchy. During 2023 $1.0 million of fully depreciated rental
equipment was written off. Depreciation expense for
The fair value hierarchy prioritizes the inputs to valuation rental equipment for the years ended December 31 2023
techniques used to measure fair value into three levels as and 2022 was $114000 and $186000 respectively.follows:
Level 1 – Inputs to the valuation methodology 7. Property Plant and Equipment net
based on unadjusted quoted market prices in
active markets that are accessible at the Property plant and equipment consists of the following:
measurement date.Level 2 – Inputs to the valuation methodology In thousands 2023 2022
Machinery fixtures and equipment $3177 $2856
that include quoted market prices that are not
Leaseholds and improvements 23 23
considered to be active or financial instruments
32002879
for which all significant inputs are observable Less accumulated depreciation 1422 1164
either directly or indirectly. Net property plant and equipment $1778 $1715
Level 3 – Inputs to the valuation methodology
that are unobservable and significant to the fair Equipment having a net book value of $1.7 million at
value measurement. December 31 2023 and 2022 are pledged as collateral
under various financing agreements.Based on this hierarchy the Company determined the fair
value of the cash surrender value of life insurance a During 2023 and 2022 $6000 and $70000 respectively
Level 2 based on observable inputs primarily from the of fully depreciated property plant and equipment was
counter party. The Company’s cash surrender value of written off. Depreciation expense for property plant and
life insurance had a carrying amounts of $34000 and equipment for the years ended December 31 2023 and
$33000 at December 31 2023 and 2022 respectively 2022 was $264000 and $253000 respectively.which was included in Other Assets in the Consolidated
Balance Sheets. The carrying amounts of cash
equivalents receivables and accounts payable 8. Other Assets
approximate fair value due to the short maturities of these
items. The fair value of the Notes using observable Other assets consist of the following:
inputs was $121000 at December 31 2023 and 2022.The fair value of the Debentures using observable inputs In thousands 2023 2022
was $88000 at December 31 2023 and 2022 Prepaids $34 $34
respectively. The fair value of the Company’s remaining Total other assets $34 $34
long-term debt including current portion approximates its
carrying value of $3.8 million at December 31 2023 and
$3.7 million at December 31 2022.
5. Inventories
Inventories consist of the following:
In thousands 2023 2022
Raw materials $2102 $2535
Work-in-progress 18 -
Finished goods 252 187
Total inventory $2372 $2722
269. Taxes on Income Deferred income taxes reflect the net effect of temporary
differences between the carrying amounts of assets and
The components of income tax expense are as follows: liabilities for financial reporting purposes and the
amounts used for income tax purposes. Significant
In thousands 2023 2022 components of the Company’s deferred income tax assets
Current: and liabilities are as follows:
Federal $ - $ -
State and local 25 25 In thousands 2023 2022
Foreign 6 10 Deferred income tax asset:
$ 31 $ 35 Tax credit carryforwards $ - $ -
Deferred: Operating loss carryforwards 5252 4348
Federal $ - $ - Net pension costs 2127 2049
State and local - - Allowance for credit losses 26 65
- - Other 1 7
Income tax expense $ 31 $ 35 Valuation allowance (6801) (6 102)
605367
(Loss) income before income taxes from the United States Deferred income tax liability:
activities was a loss of ($3.9 million) and income of Depreciation 326 120
$185000 for the years ended December 31 2023 and Other 279 247
2022 respectively. (Loss) income before income taxes 605 367
from Canadian operations was a loss of ($116000) and Net deferred income taxes $ - $ -
income of $173000 for the years ended December 31
2023 and 2022 respectively. Operating tax loss carryforwards primarily relate to U.S.
federal net operating loss carryforwards of approximately
The effective income tax rate differed from the expected $18.8 million which for years beginning before 2018
federal statutory income tax benefit rate of 21.0% as began to expire in 2019. Additionally net operating
follows: losses created after 2020 do not expire. The operating
loss carryforwards have been limited by changes in
2023 2022 ownership as defined under Section 382 of the Internal
Statutory federal income tax Revenue Code. The change in ownership as of April 10
expense rate 21.0 % 21.0 % 2019 limited our operating loss carryforwards at that time
State income taxes net of federal to $148000 per year aggregating $2.9 million. Losses
benefit 2.8 (0.3) subsequent to April 10 2019 have increased the
PPP debt forgiven - (47.6) operating loss carryforwards. Carryforward losses of
Foreign income taxed at different $591000 and contribution carryforward expense of
rates (0.8) (7.3) $22000 have expired as of December 31 2023.Deferred tax asset valuation
allowance (17.5) 31.6
Section 382 adjustment to deferred (0.8) 8.7 A valuation allowance has been established for the
net operating loss amount of deferred income tax assets as management has
Other (4.5) 3.7 concluded that it is more-likely-than-not that the benefits
Effective income tax expense from such assets will not be realized.rate 0.2 % 9.8%
The Company’s determinations regarding uncertain
income tax positions may be subject to review and
adjustment at a later date based upon factors including
but not limited to an ongoing analysis of tax laws
regulations and interpretations thereof. The Company
does not have any material uncertain tax positions in 2023
and 2022.The Company is subject to U.S. federal income tax as
well as income tax in multiple state and local jurisdictions
and Canadian federal and provincial income tax.Currently no federal state or provincial income tax
returns are under examination.
2710. Accrued Liabilities 12. Long-Term Debt
Accrued liabilities consist of the following: Long-term debt consists of the following:
In thousands 2023 2022 In thousands 2023 2022
Interest payable $1966 $1513 8?% Limited convertible senior
Taxes payable 1259 1179 subordinated notes due 2012 $ 302 $ 302
Current portion of pension liability 9?% Subordinated debentures
(see Note 15 – Pension Plan) 840 - due 2012 220 220
Compensation and employee benefits 355 311 Revolving credit line – related party 2247 2246
Warranty reserve 287 562 Term loans – related party 1000 1000
Deferred revenues 94 140 Term loans 542 500
Audit fees 74 134 Total debt 4311 4268
Other 477 440 Less portion due within one year 3776 3768
$5352 $4279 Net long-term debt $ 535 $ 500
A summary of the warranty reserve for the years ended Payments of long-term debt due for the next five years are:
December 31 2023 and 2022 is as follows:
In
thousands 2024 2025 2026 2027 2028 Thereafter
In thousands 2023 2022
$3776$8$9$10$19$489
Balance at beginning of year $ 554 $ 380
Provisions 8 232
Deductions (275) (58) On September 16 2019 the Company entered into a loan
Balance at end of year $ 287 $ 554 agreement (the “Loan Agreement”) with MidCap. On
June 3 2020 March 23 2021 and May 31 2021 the
Company and MidCap entered into modification
11. Warrant and Stock Option Issuances agreements to the Loan Agreement. On July 30 2021
MidCap assigned the loan to Unilumin. On March 20
On June 4 2020 the Company entered into a Contract 2023 the Company and Unilumin entered into a
Manufacturing Agreement (the “CMA”) with Craftsmen modification agreement to the Loan Agreement effective
Industries Inc. (“Craftsmen”) which commenced June 15 December 31 2022. The Loan Agreement matured on
2020 and terminated as of October 15 2021. The CMA December 31 2023 so the Company is currently in
provided that all payments owed by the Company to default. The Loan Agreement allowed the Company to
Craftsmen under the CMA are secured by a second lien borrow up to an aggregate of $2.2 million at an interest
on company assets and had been guaranteed by Unilumin rate of the Prime Rate as published in the Wall Street
USA LLC (“Unilumin USA”) through December 31 Journal plus 4.75% (13.25% at December 31 2023) on a
2020. Unilumin USA is wholly owned by Unilumin revolving credit loan based on accounts receivable
North America who owns 52.0% of the Company’s inventory and equipment for general working capital
outstanding Common Stock and beneficially owns 53.7% purposes. As of December 31 2023 the balance
of the Company’s outstanding Common Stock. In outstanding under the Loan Agreement was $2.2 million.connection with the Unilumin guarantee in the CMA the The Loan Agreement is secured by substantially all of the
Company issued warrants (the “Warrants”) to purchase Company’s assets.
500000 shares of the Company’s Common Stock to
Unilumin USA at an exercise price of $1.00 per share. The Company entered into a loan note (the “Loan Note”)
The Warrants are exercisable until June 4 2024. The with the SBA (“Lender”) as lender under their Economic
Company calculated the fair value of the Warrants as Injury Disaster Loan (“EIDL”) program dated as of
$94000 utilizing the Black-Scholes method using a December 10 2021. Under the Loan Note the Company
volatility of 151% and a risk free rate of 0.28%. The borrowed $500000 from Lender under the EIDL Program.Company recorded the entire expense of $94000 in As of December 31 2023 and 2022 $500000 was
general and administrative expenses at the date of outstanding. The loan matures on December 10 2051
issuance so there were no related expenses recorded in and carries an interest rate of 3.75%. As of December 31
the years ended December 31 2023 or 2022. 2023 and 2022 the Company had accrued $38000 and
$20000 respectively of interest related to the Loan Note
which is included in Accrued liabilities in the
Consolidated Balance Sheets.The Company has a $500000 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. Interest is
28payable monthly. As of December 31 2023 and 2022
the entire amount was outstanding and is included in On April 23 2020 the Company entered into a loan note
current portion of long-term debt in the Consolidated (the “CARES Loan Note”) with Enterprise Bank and
Balance Sheets. As of December 31 2023 and 2022 the Trust (“CARES Lender”) as lender under the CARES Act
Company had accrued $360000 and $300000 of the SBA dated as of April 20 2020. Under the
respectively of interest related to this loan which are CARES Loan Note the Company borrowed $811000
included in accrued liabilities in the Consolidated Balance from CARES Lender under the Paycheck Protection
Sheets. Marco Elser a director of the Company Program (“PPP”) included in the SBA’s CARES Act.exercises voting and dispositive power as investment The CARES Loan Note proceeds were forgivable as long
manager of Carlisle. as the Company uses the loan proceeds for eligible
purposes including payroll costs including salaries
The Company has an additional $500000 loan from commissions and similar compensation group health
Carlisle at a fixed interest rate of 12.00% which matured care benefits and paid leave; rent; utilities; and maintains
on December 10 2017 with a bullet payment of all its payroll levels. In January 2022 the loan was forgivenprincipal due at such time (the “Second Carlisle in full and the payments that had previously been paidAgreement”). Interest is payable monthly. As of were refunded. Refund proceeds in the amount of
December 31 2023 and 2022 the entire amount was $453000 are included in proceeds from long-term debt in
outstanding and was included in current portion of long- the accompanying Consolidated Statements of Cash
term debt Consolidated Balance Sheets. As of December Flows for the year ended December 31 2022.
31 2023 and 2022 the Company had accrued $360000
and $300000 respectively of interest related to this loan
which are included in accrued liabilities in the 13. Leases
Consolidated Balance Sheets. Under the Second Carlisle
Agreement the Company granted a security interest to Certain premises are occupied under operating leases that
Carlisle in accounts receivable materials and intangibles expire at varying dates through 2028. Certain of these
relating to a certain purchase order for equipment issued leases provide for the payment of real estate taxes and
in April 2017. other occupancy costs. On December 1 2021 the
Company entered into a lease for an office and
As of December 31 2023 and 2022 the Company had manufacturing facility in Des Moines Iowa. The lease
outstanding $302000 of Notes. The Notes matured as of was for a five-year lease period at an initial annual rental
March 1 2012 and are currently in default. As of of approximately $140000. On June 21 2016 the
December 31 2023 and 2022 the Company had accrued Company entered into a lease for a manufacturing facility
$357000 and $332000 respectively of interest related to in Hazelwood Missouri for a seven-year lease period at
the Notes which is included in Accrued liabilities in the an initial annual rental of approximately $317000. In
Consolidated Balance Sheets. The trustee by notice to April 2023 the Company exercised its 5-year renewal
the Company or the holders of 25% of the principal option at its Hazelwood MO facility. In connection with
amount of the Notes outstanding by notice to the the renewal the Company remeasured its lease liability
Company and the trustee may declare the outstanding which increased the ROU asset and lease liability by $1.6
principal plus interest due and payable immediately. million on the remeasurement date. Operating lease
expense aggregated $483000 and $477000 for the years
As of December 31 2023 and 2022 the Company had ended December 31 2023 and 2022 respectively.outstanding $220000 of Debentures. The Debentures
matured as of December 1 2012 and are currently in The Company has no finance leases as of December 31
default. As of December 31 2023 and 2022 the 2023. Our leases include both lease (e.g. fixed payments
Company had accrued $294000 and $273000 including rent) and non-lease components (e.g. common
respectively of interest related to the Debentures which area or other maintenance costs). The facility leases
is included in Accrued liabilities in the Consolidated include one or more options to renew. The exercise of
Balance Sheets. The trustee by notice to the Company lease renewal options is typically at our sole discretion
or the holders of 25% of the principal amount of the therefore the renewals to extend the lease terms are not
Debentures outstanding by notice to the Company and included in our ROU assets or lease liabilities as they are
the trustee may declare the outstanding principal plus not reasonably certain of exercise. We regularly evaluate
interest due and payable immediately. the renewal options and when they are reasonably certain
of exercise we include the renewal period in our lease
The Company entered into a vehicle retail installment term.contract with Ford Credit dated as of August 24 2023 for
$43000. Principal and interest are payable monthly. As Operating leases result in the recognition of ROU assets
of December 31 2023 $42000 was outstanding. The and lease liabilities on the Consolidated Balance Sheets.loan matures on September 9 2028 and carries an interest ROU assets represent our right to use the leased asset for
rate of 10.84%. the lease term and lease liabilities represent our obligation
29to make lease payments. Operating lease ROU assets and 14. Stockholders’ Deficit
liabilities are recognized at commencement date based on
the present value of lease payments over the lease term. During 2023 and 2022 the Board of Directors did not
As most of our leases do not provide an implicit rate we declare any quarterly cash dividends on the Company’s
use our estimated incremental borrowing rate at the Common Stock.commencement date to determine the present value of
lease payments. Most real estate leases include one or The Company was authorized to issue 2500000 shares of
more options to renew with renewal terms that can preferred stock as of December 31 2023 of which (i)
extend the lease term from 1 to 5 years or more. 416500 shares were designated as Series A Convertible
Operating lease expense is recognized on a straight-line Preferred Stock none of which were outstanding (ii)
basis over the lease term. Leases with an initial term of 51000 shares were designated as Series B Convertible
12 months or less are not recorded on the Consolidated Preferred Stock (“SBCPS”) none of which were
Balance Sheets. The primary leases we enter into with outstanding and (iii) 2032500 shares were not yet
initial terms of 12 months or less are for equipment. designated. The undesignated preferred stock would
contain such rights preferences privileges and
Supplemental information regarding leases: restrictions as may be fixed by our Board of Directors.Shares of the Company’s Common Stock reserved for
In thousands unless otherwise noted 2023 future issuance in connection with convertible securities
Balance Sheet: and stock option plans were 1.8 million and 1.9 million at
ROU assets December 31 2023 and 2022 respectively. $1971
Current lease liabilities 352
Non-current lease liabilities Accumulated other comprehensive loss is comprised of 1644
approximately $6.1 million and $6.2 million of
Total lease liabilities 1996 unrecognized pension costs at December 31 2023 and
Weighted average remaining lease term (years) 4.4 2022 respectively and $153000 and $98000 of
Weighted average discount rate 10.4%
unrealized foreign currency translation gains at December
Future minimum lease payments: 31 2023 and 2022 respectively.
2024545
2025 560 The components of accumulated other comprehensive
2026 577 loss are as follows:
2027451
2028 414 Pension Foreign
Thereafter plan currency - actuarial translation
Total 2547 In thousands (loss) gain gain (loss) Total
Less: Imputed interest 551 Balances at January 1 2022 $(6516) $ 263 $(6253)
Actuarial gain 352 - 352
Total lease liabilities 1996 Translation loss - (165) (165)
Less: Current lease liabilities 352 Balances at December 31 2022 (6164) 98 (6066)
Long-term lease liabilities $1644 Actuarial gain 63 - 63
Translation gain - 54 54
Balances at December 31 2023 $(6101) $ 152 $(5949)
Supplemental cash flow information regarding leases:
In thousands 2023 15. Pension Plan
Operating cash flow information:
All eligible salaried employees of Trans-Lux Corporation
Cash paid for amounts included in the
measurement of lease liabilities $ 471 and certain of its subsidiaries are covered by a non-
contributory defined benefit pension plan. Pension
Non-cash activity:
benefits vest after five years of service and are based on
ROU assets obtained in exchange for lease
liabilities years of service and final average salary. The Company’s 1601
general funding policy is to contribute at least the
Total operating lease expense was $483000 for the year required minimum amounts sufficient to satisfy regulatory
ended December 31 2023. There was no short-term lease funding standards but not more than the maximum tax-
expense for the year ended December 31 2023. Total deductible amount. The service benefit under the pension
operating lease expense was $477000 for the year ended plan had been frozen since 2003 and accordingly there
December 31 2022. There was no short-term lease was no service cost for the years ended December 31
expense for the year ended December 31 2022. 2023 and 2022. In 2009 the compensation increments
were frozen and accordingly no additional benefits are
being accrued under the plan. For 2023 and 2022 the
30accrued benefit obligation of the plan exceeded the fair The funded status of the plan as of December 31 2023
value of plan assets due primarily to the plan’s and 2022 is as follows:
investment performance and updates to actuarial
longevity tables. The Company’s obligations under its In thousands 2023 2022
pension plan exceeded plan assets by $3.1 million at Change in benefit obligation:
December 31 2023. Projected benefit obligation at
beginning of year $ 10545 $ 14055
Interest cost 372
The Company employs a total return investment approach 546
Actuarial loss (gain) 541 (3163)
whereby a mix of equities and fixed income investments
Benefits paid (664) (719)
are used to maximize the long-term return of plan assets Projected benefit obligation at
for a prudent level of risk. The intent of this strategy is to end of year 10968 10545
minimize plan expenses by outperforming plan liabilities
over the long run. Risk tolerance is established through Change in plan assets:
careful consideration of plan liabilities plan funded status Fair value of plan assets at
and corporate financial condition. The portfolio contains beginning of year 7682 10561
a diversified blend of equity and fixed income Actual return on plan assets 861 (2298)
investments. Investment risk is measured and monitored Company contributions - 138
Benefits paid (719)
on an ongoing basis through annual liability (664)
Fair value of plan assets at end of
measurements periodic asset/liability studies and
year 7879 7682
quarterly investment portfolio reviews.Funded status (underfunded) $ (3089) $ (2863)
At December 31 2023 and 2022 the Company’s pension
plan weighted-average asset allocations by asset category Amounts recognized in other
are as follows: accumulated comprehensive loss:
Net actuarial loss $ 7585 $ 7649
2023 2022 Weighted average assumptions as of
Equity and index funds 69.3% 69.0% December 31:
Fixed income funds 30.7 31.0 Discount rate:
100.0% 100.0% Components of cost 5.40% 2.75%
Benefit obligations 5.01% 5.40%
The pension plan asset information included below is Expected return on plan assets 8.00% 8.00%
presented at fair value as established by ASC 820. Rate of compensation increase N/A N/A
The following table presents the pension plan assets by The Company determines the long-term rate of return for
level within the fair value hierarchy as of December 31 plan assets by studying historical markets and the long-
2023 and 2022: term relationships between equity securities and fixed
income securities with the widely-accepted capital
In thousands 2023 2022 market principal that assets with higher volatility generate
Level 1: higher returns over the long run. The 8.0% expected
Equity and index funds $ 5460 $ 5299 long-term rate of return on plan assets is determined
Fixed income funds 2419 2383 based on long-term historical performance of plan assets
Total Level 1 7879 7682 current asset allocation and projected long-term rates of
Level 2 - - return.Level 3 - -
Total pension plan assets $7879 $7682 In 2024 the Company expects to amortize $301000 of
actuarial losses to pension expense. The accumulated
benefit obligation at December 31 2023 and 2022 was
$11.0 million and $10.5 million respectively. The
minimum required contribution in 2024 is expected to be
$840000 which is included in Accrued liabilities in the
Consolidated Balance Sheets. The long-term pension
liability is $2.2 million and is included in Deferred
pension liability and other in the Consolidated Balance
Sheets.There were no minimum required contributions owed to
the pension benefit plan in 2023. The minimum required
pension plan contribution for 2024 is $840000 which the
Company expects to fully contribute. If we are unable to
fulfill our related obligations the implementation of any
31such enforcement remedies would have a material adverse Changes in the stock option plan are as follows:
impact on our financial condition results of operations
and liquidity. Weighted
Average
The following estimated benefit payments are expected to Number of Shares Exercise
be paid by the Company’s pension plan in the next 5 Authorized Granted Available Price
years: Balance
January
1 2022 800 - 800 N/A
In thousands 2024 2025 2026 2027 2028 Authorized - - -
$952 $898 $979 $950 $895 Expired - - -
Granted - - - -
The following table presents the components of the net Balance
periodic pension cost for the years ended December 31 December
2023 and 2022: 31 2022 800 - 800
Authorized - - -
In thousands 2023 2022 Expired - - -
Interest cost $ 546 $ 372 Granted - - -
Expected return on plan assets (564) (804) Balance
Recognized loss due to settlements - - December
Amortization of net actuarial loss 307 290 31 2023 800 - 800
Net periodic pension cost (benefit) $ 289 $(142)
Under the Non-Employee Director Stock Option Plan
The following table presents the change in unrecognized option prices must be at least 100% of the market value of
pension costs recorded in other comprehensive loss as of the Common Stock at the time of grant. No option may
December 31 2023 and 2022: be exercised prior to one year after the date of grant and
the optionee must be a director of the Company at the
In thousands 2023 2022 time of exercise except in certain cases as permitted by
Balance at beginning of year $7649 $8001 the Compensation Committee. Exercise periods are for
Net actuarial loss (gain) 243 (62) six years from the date of grant and terminate at a
Recognized loss (307) (290) stipulated period of time after an optionee ceases to be a
Balance at end of year $7585 $7649 director. At December 31 2023 there were no
outstanding options to purchase shares.
16. Share-Based Compensation As of December 31 2023 there was no unrecognized
compensation cost related to non-options granted under
The Company accounts for all share-based payments to the Plans.employees and directors including grants of employee
stock options at fair value and expenses the benefit in the The Company issued 280000 stock options to certain
Consolidated Statements of Operations over the service employees on March 28 2022. The options vested on
period (generally the vesting period). The fair value of March 28 2023 and are exercisable until March 28 2026
each stock option granted is estimated on the date of grant at a price of $0.40 per share.using the Black-Scholes pricing valuation model which
requires various assumptions including estimating stock
price volatility expected life of the stock option risk free 17. (Loss) Earnings Per Share
interest rate and estimated forfeiture rate.The following table presents the calculation of (loss)
On March 28 2022 the Company granted stock options earnings per share for the years ended December 31 2023
to purchase 280000 shares to executives and employees and 2022:
at an exercise price of $0.40 per share which vested on
March 28 2023. The options were valued at the grant In thousands except per share data 2023 2022
date using the Black-Scholes model with the following Numerator:
inputs: expiration date March 28 2026; risk-free rate of Net (loss) income as reported $(4067) $ 323
return 2.55%; and volatility 108%. Denominator:
Weighted average shares
The Company currently has one stock option plan. As of outstanding - basic 13483 13446
Weighted average shares
December 31 2023 800 shares of Common Stock were
outstanding - diluted 13483 13675
available for grant under the Non-Employee Director
Basic and diluted (loss) earnings
Stock Option Plan. per share $ (0.30) $ 0.02
32At December 31 2023 and 2022 there were no dividends Unilumin USA at an exercise price of $1.00 per share (see
accumulated on the Company’s SBCPS. Note 11). The Company occupies space in a New York
office that is leased by Unilumin at no cost.Basic earnings (loss) per common share is computed by
dividing net income (loss) attributable to common shares
by the weighted average number of common shares 20. Business Segment Data
outstanding for the period. Diluted income (loss) per
common share is computed by dividing net income (loss) Operating segments are based on the Company’s business
attributable to common shares by the weighted average components about which separate financial information is
number of common shares outstanding adjusted for available and are evaluated regularly by the Company’s
shares that would be assumed outstanding after warrants chief operating decision-maker in deciding how to
and stock options are accounted for under the treasury allocate resources and in assessing performance of the
stock method. business.At December 31 2023 and 2022 outstanding warrants The Company evaluates segment performance and
exercisable into 1.8 million and 1.9 million shares of allocates resources based upon operating income. The
Common Stock respectively were excluded from the Company’s operations are managed in two reportable
calculation of diluted loss per share because their impact business segments: Digital product sales and Digital
would have been anti-dilutive. product lease and maintenance. Both design and produce
large-scale multi-color real-time digital products. Both
operating segments are conducted on a global basis
18. Commitments and Contingencies primarily through operations in the United States. The
Company also has operations in Canada. The Digital
Commitments: At December 31 2023 and 2022 the product sales segment sells equipment and the Digital
Company had no employment agreements with its product lease and maintenance segment leases and
executive officers. maintains equipment. Corporate general and
administrative items relate to costs that are not directly
Contingencies: The Company is subject to legal identifiable with a segment. There are no intersegment
proceedings and claims which arise in the ordinary course sales.of its business and/or which are covered by insurance.The Company believes that it has accrued adequate Foreign revenues represent less than 10% of the
reserves individually and in the aggregate for such legal Company’s revenues for 2023 and 2022. The foreign
proceedings. Should actual litigation results differ from operation does not manufacture its own equipment; the
the Company’s estimates revisions to increase or domestic operation provides the equipment that the
decrease the accrued reserves may be required. There are foreign operation leases or sells. The foreign operation
no open matters that the Company deems material. operates similarly to the domestic operation and has
similar profit margins. Foreign assets are immaterial.
19. Related Party Transactions
As of December 31 2023 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
received compensation of $125000 and $26000
respectively. The Company purchased $3.8 million and
$6.0 million of product from Unilumin in the years ended
December 31 2023 and 2022 respectively. Beginning
January 1 2023 the Company has accrued interest
payable to Unilumin based on the Company’s accounts
payable to Unilumin. The amount payable by the
Company to Unilumin including accounts payable
accrued interest and long-term debt was $10.0 million
and $7.3 million as of December 31 2023 and 2022
respectively. In connection with the Unilumin Guarantee
in the CMA the Company issued Warrants to purchase
500000 shares of the Company’s Common Stock to
33Information about the Company’s operations in its two
business segments for the years ended December 31 2023
and 2022 and as of December 31 2023 and 2022 were as
follows:
In thousands 2023 2022
Revenues:
Digital product sales $14683 $20386
Digital product lease & maintenance 869 1275
Total revenues $15552 $21661
Operating (loss) income:
Digital product sales $ (1528) $ 394
Digital product lease & maintenance 441 799
Corporate general and
administrative expenses (1898) (1582)
Total operating loss (2985) (389)
Interest expense net (702) (410)
(Loss) gain on foreign currency
remeasurement (60) 191
Gain on forgiveness of PPP loan - 824
Pension (expense) benefit (289) 142
(Loss) income before income taxes (4036) 358
Income tax expense (31) (35)
Net (loss) income $(4067) $ 323
Assets:
Digital product sales $ 7502 $ 8221
Digital product lease &
maintenance 643 1143
Total identifiable assets 8145 9364
General corporate 185 48
Total assets $ 8330 $ 9412
Depreciation and amortization:
Digital product sales $ 259 $ 252
Digital product lease &
maintenance 144 186
General corporate 5 1
Total depreciation and amortization $ 378 $ 439
Capital expenditures:
Digital product sales $ 284 $ 18
Digital product lease & - -
maintenance
General corporate 43 -
Total capital expenditures $ 327 $ 18
21. Subsequent Events
The Company has evaluated events and transactions
subsequent to December 31 2023 and through the date
these Consolidated Financial Statements were included in
this Form 10-K and filed with the SEC.
34ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. As of the end of the period covered by this Annual
Report we carried out an evaluation under the supervision and with the participation of our management
including our Chief Executive Officer (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 (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)).As a result of this evaluation 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 Securities and Exchange
Commission and that such information is accumulated and communicated to our management (including
our Chief Executive Officer and Chief Accounting Officer) to allow timely decisions regarding required
disclosures. Based on such evaluation our Chief Executive Officer and Chief Accounting Officer have
concluded these disclosure controls are effective as of December 31 2023.(b) Changes in internal control over financial reporting. There has been no change in the Company’s internal
control over financial reporting that occurred in the fourth fiscal quarter that has materially affected or is
reasonably likely to materially affect the Company’s internal control over financial reporting.(c) Management’s Report on Internal Control Over Financial Reporting. The management of the Company is
responsible for establishing and maintaining adequate internal control over financial reporting for the
Company as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. A company’s internal
control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with GAAP. A company’s internal control over financial reporting includes policies and
procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
GAAP and that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition use or disposition of the Company’s
assets that could have a material effect on the financial statements. Our internal control system was
designed to provide reasonable assurance to our management and Board of Directors regarding the
preparation and fair presentation of published financial statements. Because of its inherent limitations
internal control over financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compliance with the policies or procedures may
deteriorate. This annual report does not include an attestation report of the Company’s independent
registered public accounting firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by the Company’s independent registered public accounting firm pursuant to
the Securities and Exchange Commission that permit the Company to provide only management’s report in
this annual report.The Company’s management assessed its internal control over financial reporting as of December 31 2023
using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO 2013). Management including the Company’s Chief Executive Officer and its Chief Accounting
Officer based on their evaluation of the Company’s internal control over financial reporting (as defined in
Securities Exchange Act Rule 13a-15(f)) have concluded that the Company’s internal control over
financial reporting was effective as of December 31 2023.
35ITEM 9B. OTHER INFORMATION
Not applicable.ITEM 9C. DISCLOSURE OF FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
Not applicable.PART III
ITEM 10. DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Pursuant to the Certificate of Incorporation and Amended and Restated Bylaws the Company the Board of Directors is
divided into three separate classes of directors. The directors of the Corporation their ages and the expiration of their
respective terms are as follows:
Name Age Expiration of Term
Marco Elser ……………………...…… 65 2024
Nicholas J. Fazio ………..……………. 44 2025
Jie Feng .……………………………… 34 2026
Yantao Yu ……………..….………….. 48 2025
Salvatore J. Zizza …………………….. 78 2024
Directors:
Marco Elser was appointed as a director of the Company on April 21 2023. Mr. Elser previously served on the Company’s
Board of Directors from 2012 until 2019. Since 2015 Mr. Elser has served as a partner with Lonsin Capital a London-based
investment banking firm. Mr. Elser previously served on the Board of Directors of Protalex a Florham Park NY-based
biotechnology company; had been one of the independent directors of North Hills Signal Processing Corporation a Long
Island NY based technology company until May 2017; a partner with AdviCorp Plc a London-based investment banking
firm; served as International Vice President of Northeast Securities managing distressed funds for family offices and small
institutions from 1994 to 2001; served as a first Vice President of Merrill Lynch Capital Markets in Rome and London until
1994; was formerly Chairman of the Board of Pine Brook Capital a Shelton CT based engineering company; and was the
President of the Harvard Club of Italy until 2014 an association he founded in 2002 with other Alumni in Italy where he has
been living since 1984. He received his BA in Economics from Harvard College in 1981. Mr. Elser’s extensive knowledge
of international finance and commerce allows him to make valuable contributions to the Board.Nicholas J. Fazio was appointed as a director of the Company on November 19 2018. Mr. Fazio was appointed Chief
Executive Officer of the Corporation on September 17 2020 and previously was appointed Interim Chief Executive Officer
on April 14 2020. Mr. Fazio has been Director and Chief Executive Officer of Unilumin USA since 2017. Previously he
was Senior Product Manager for Christie Digital Systems USA from 2014 to 2017 and Vice President of Engineering of
McCann Systems from 1997 to 2014. Mr. Fazio’s strong business knowledge and extensive history and resources in the LED
display arena allow him to provide valuable contributions to the Board.Jie Feng was appointed as a director of the Company on April 21 2023. Mr. Feng is currently the Sales General Manager of
Culture and Sports for Unilumin which position he has held since 2022. Previously he held positions at Unilumin of
Regional Sales Manager from 2016 to 2021 and Sales Engineer from 2014 to 2016. From 2011 to 2014 Mr. Feng was the
Overseas Manager in charge of sales in the Brazil market for HuiZhou NVC Lighting Ltd. Mr. Feng’s strong international
sales knowledge and extensive history in the global LED display market will allow him to provide valuable contributions to
the Board.Yantao Yu was elected as a director of the Company on July 30 2019. Mr. Yu was appointed Chief Operating Officer of the
Company on August 1 2021. Mr. Yu has been the Chief Financial Officer of Unilumin USA since September 2018. With
over 25 years of financial experience his background includes positions as Senior Accountant and/or Controller of The
Quaker Oats Company; Bostik China (a subsidiary of Total S.A [TOT]); Eton Electric; and Airwell Air-conditioning
Technology (China) Co. Ltd. and Airwell Fedders North America Inc (subsidiaries of Elco Holdings Ltd. [TASE: ELCO]).
36From 1994 through 2012 he served as Chief Financial Officer of Lover Group and served as its Secretary of the Board from
2013 through August 2018. Mr. Yu holds an Executive Master of Business Administration (EMBA) degree from the
University of Minnesota and his professional certifications include CPA CGA CMA and FCCA. Mr. Yu’s extensive
financial experience allows him to provide valuable contributions to the Board.Salvatore J. Zizza has served as an independent director since December 2009 and was elected Chairman of the Board (a
non-executive position) of the Company on September 28 2018. He had served as Vice Chairman of the Board (a non-
executive position) of the Company since September 29 2010. He currently serves as the Chairman of Zizza & Associates
LLC. and previously served as Chairman of Bethlehem Advanced Materials until 2018. Additionally Mr. Zizza serves as a
Director of GAMCO Westwood Funds. He has been an Independent Trustee of GAMCO Global Gold Natural Resources &
Income Trust by Gabelli since November 2005 and serves as a Director/trustee of 26 funds in the fund complex of Gabelli
Funds LLC. He had been Director of General Employment Enterprises Inc. from 2010 until 2012 and has been an
Independent Trustee of Gabelli Dividend & Income Trust since 2003. Mr. Zizza has been Independent Director of Gabelli
Convertible & Income Securities Fund Inc. since April 24 1991 and has been a Director of Gabelli Equity Trust Inc. since
1986 and a Trustee of Gabelli Utility Trust since 1999. Mr. Zizza has previously served as Chief Executive Officer and
Chairman of the Board of General Employment Enterprises Inc. from December 23 2009 until December 26 2012. Mr.Zizza had served as President and Chief Operating Officer of Bion Environmental Technologies Inc. from January 13 2003
until December 31 2005. He served as Lead Independent Director of Hollis-Eden Pharmaceuticals from March 2006 to
March 2009 and as a Director of Earl Scheib Inc. from March 1 2004 to April 2009. Mr. Zizza received his Bachelor of Arts
in Political Science and his Master of Business Administration in Finance from St. John's University which also has awarded
him an Honorary Doctorate in Commercial Sciences. Mr. Zizza’s extensive experience and service to numerous other boards
of directors allow him to provide valuable contributions to the Board. In addition Mr. Zizza also serves as Chairman of the
Audit Committee and is the “audit committee financial expert” as required under the rules of the United States Securities and
Exchange Commission.Meetings of the Board of Directors and Certain Committees:
The Board of Directors did not hold any meetings during 2023. All directors attended 75% or more of such meetings and of
the committee meetings for which they were members. From time to time the Board acts by Unanimous Written Consent.All directors attended the last Annual Meeting of Stockholders in 2023. The Corporation does not have a formal policy
regarding directors’ attendance at the Board meetings or the Annual Meeting of Stockholders but strongly encourages and
prefers that directors attend regular and special Board meetings as well as the Annual Meeting of Stockholders in person
although attendance by teleconference is considered adequate. The Corporation recognizes that attendance of the board
members at all meetings may not be possible and excuses absences for good cause.There are currently no fees paid to board members. Fees for members of the Board and Committees are determined annually
by the entire Board of Directors based on review of compensation paid by other similar size companies the amounts
currently paid by the Company the overall policy for determining compensation paid to officers and employees of the
Company and the general financial condition of the Company.Corporate Governance Policies and Procedures
The Board of Directors has adopted a Code of Business Conduct and Ethics Guidelines (the “Ethics Code”) that applies
specifically to board members and executive officers. The Ethics Code is designed to promote compliance with applicable
laws and regulations to promote honest and ethical conduct including full fair accurate and timely disclosure in reports and
communications with the public. The Ethics Code is available for viewing on the Corporation’s website at www.trans-
lux.com. Any amendments to or waivers from the Ethics Code will be posted on the website. In addition the Board of
Directors adopted a Whistle Blowing policy which provides procedures for the receipt retention and treatment of complaints
received by the Corporation regarding accounting internal accounting controls and auditing matters as well as the
confidential anonymous submission of concerns regarding questionable accounting or auditing practices.Corporate Leadership Structure
The roles of Chairman and Chief Executive Officer are separate positions. Mr. Zizza serves as our Chairman and Mr. Fazio
serves as our Chief Executive Officer. We separate the roles of Chairman and Chief Executive Officer in recognition of the
differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction and our day-
to-day leadership and performance while the Chairman of the Board provides guidance to the Chief Executive Officer and
presides over meetings of the Board. We do not have a lead independent director.
37Risk Management
Our Board of Directors and its Audit Committee are actively involved in risk management. Both the Board and Audit
Committee regularly review the financial position of the Corporation and its operations and other relevant information
including cash management and the risks associated with the Corporation’s financial position and operations. The Board
regularly receives reports from senior management on areas of material risk to our Company including our liquidity
operational and legal and regulatory risks. Pursuant to its charter the Audit Committee reviews our major financial risk
exposures and the steps management has taken to monitor and control such exposures and it also meets periodically with
management to discuss policies with respect to risk assessment and risk management.Communication with the Board of Directors
Security holders are permitted to communicate with the members of the Board by forwarding written communications to the
Corporation’s Chief Accounting Officer at the Corporation’s headquarters in New York New York. The Chief Accounting
Officer will present all communications as received and without screening to the Board at its next regularly scheduled
meeting.Committees of the Board of Directors
The Board of Directors has appointed a Compensation Committee an Audit Committee an Executive Committee and a
Nominating Committee. Each committee operates under a charter approved by our Board. Copies of each committee’s
charter are posted on the Investor Relations section of our website at www.trans-lux.com.Compensation Committee
The members of the Compensation Committee of the Board of Directors are Messrs. Fazio Yu and Zizza with Mr. Zizza
serving as Chairman. The Compensation Committee operates under a formal written charter approved by the Compensation
Committee and adopted by the Board of Directors. The Compensation Committee reviews compensation and other benefits.The Compensation Committee did not hold any meetings in 2023. Mr. Zizza is not and has not been an officer or employee
of the Corporation. There are no Compensation Committee interlock relationships with respect to the Corporation. Members
of the Compensation Committee do not receive any fees for their participation.Audit Committee
Our Audit Committee consists of Messrs. Yu and Zizza with Mr. Zizza serving as Chairman. Our Board has determined that
Mr. Zizza is an “audit committee financial expert” as defined in applicable SEC rules. The Audit Committee held four
meetings in 2023. Members of the Audit Committee do not receive any fees for their participation. Our Audit Committee’s
responsibilities include:
* appointing compensating retaining and overseeing the work of any public accounting firm engaged by us
for the purpose of preparing or issuing an audit report or performing other audit review or attest services;
* reviewing and discussing with management and the external auditors our audited financial statements;
* considering the effectiveness of our internal control system;
* reviewing and discussing with management the Company’s major financial risk exposures and steps
management has taken to monitor and control such exposures and liabilities;
* establishing our policy regarding our hiring of employees or former employees of the external auditors and
procedures for the receipt retention and treatment of accounting related complaints and concerns;
* meeting independently with our external auditors and management;
* reviewing and updating the Audit Committee Charter; and
* preparing the Audit Committee report required by the proxy rules of the SEC.Executive Committee
The members of the Executive Committee of the Board of Directors are Messrs. Fazio Yu and Zizza. The Executive
Committee operates under a formal written charter approved by the Committee and adopted by the Board of Directors. Mr.Zizza is independent meeting the requirements of Section 952 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act. Mr. Zizza qualifies as a "non-employee director" for the purposes of Rule 16b-3 under the Securities
Exchange Act of 1934 as amended and qualifies as an "outside director" for the purposes of Section 162(m) of the Internal
Revenue Code as amended. The primary purpose of the Executive Committee is to provide the Chief Executive Officer of
38the Company with a confidential sounding board for insights and advice and to provide the Board with a more active formal
interface with management and its day-to-day policy and actions. Additionally the secondary objective of the Executive
Committee is to exercise the powers and authority of the Board subject to certain limitations set forth in the charter during
the intervals between meetings of the Board when based on the business needs of the Company it is desirable for the Board
to meet but the convening of a special board meeting is not warranted as determined by the Chairman of the Board. It is the
general intention that all substantive matters in the ordinary course of business be brought before the full Board for action
but the Board recognizes the need for flexibility to act on substantive matters where action may be necessary between Board
meetings which in the opinion of the Chairman of the Board should not be postponed until the next previously scheduled
meeting of the Board. The Executive Committee did not hold any meetings in 2023. Members of the Executive Committee
do not receive any fees for their participation.Nominating Committee
The members of the Nominating Committee of the Board of Directors are Messrs. Fazio Yu and Zizza with Mr. Fazio
serving as Chairman. The Nominating Committee operates under a formal written charter approved by the Committee and
adopted by the Board of Directors. The Nominating Committee recommends for consideration by the Board of Directors
nominees for election of directors at the Corporation’s Annual Meeting of Stockholders. Director nominees are considered
on the basis of among other things experience expertise skills knowledge integrity understanding the Corporation’s
business and willingness to devote time and effort to Board responsibilities. The Nominating Committee did not hold any
meetings in 2023. Members of the Nominating Committee do not receive any fees for their participation. The Nominating
Committee does not have a separate policy regarding diversity of the Board.Corporate Governance Committee
The Board of Directors has not established a corporate governance committee. The Board of Directors acts as the corporate
governance committee.Independence of Non-Employee Directors
While the Corporation’s Common Stock is traded on the OTCQB the Corporation follows the NYSE MKT Company Guide
regarding the independence of directors. A director is considered independent if the Board of Directors determines that the
director does not have any direct or indirect material relationship with the Corporation. Messrs. Elser Feng and Zizza arenon-employee directors of the Corporation. The Board of Directors has determined that Mr. Zizza is an “independentdirector” since he had no relationship with the Corporation other than his status as a non-employee director and as a
stockholder. The Board of Directors has determined that the chairman of the Audit Committee Mr. Zizza is an
“independent director”.Stockholder Communication with the Board
The Board maintains a process for stockholders to communicate with the Board or with individual directors. Stockholders
who wish to communicate with the Board or with individual directors should direct written correspondence to our Corporate
Secretary at our Company’s headquarters located at 254 West 31st Street 13th Floor New York New York 10001. Any such
communication must contain:
a representation that the stockholder is a holder of record of our capital stock;
the name and address as they appear on our books of the stockholder sending such communication; and
the class and number of shares of our capital stock that are beneficially owned by such stockholder.The Corporate Secretary will forward such communications to our Board or the specified individual director to whom the
communication is directed unless such communication is unduly hostile threatening illegal or similarly inappropriate in
which case the Corporate Secretary has the authority to discard the communication or to take the appropriate legal action
regarding such communication.Delinquent Section 16(a) Reports
The Corporation’s executive officers directors and 10% stockholders are required under Section 16(a) of the Securities
Exchange Act of 1934 to file reports of ownership and changes in ownership with the SEC. Copies of those reports must also
be furnished to the Corporation. Based solely on a review of the copies of reports furnished to the Corporation for the year
ended December 31 2023 John Hammock and Jie Feng still needed to make their Form 3 filings Salvatore Zizza still
needed to make his Form 4 filing related to the warrants he received and Unilumin still needed to make their Form 4 filing
39related to the warrants they received. All of the Corporation’s other executive officers directors and 10% stockholders have
complied with the Section 16(a) filing requirements.Executive Officers
The Corporation’s executive officers are as follows:
Name Office Age
Nicholas J. Fazio Chief Executive Officer 44
Yantao Yu Chief Operating Officer 48
John Hammock Senior Vice President and Chief Sales & Marketing Officer 61
Todd Dupee Senior Vice President and Chief Accounting Officer 51
Mr. Fazio’s and Mr. Yu’s biographical information can be found at the beginning of Item 10 – Directors Executive Officers
and Corporate Governance.Mr. Hammock became Senior Vice President and Chief Sales and Marketing Officer of the Corporation on September 28
2018. He had been Chief Sales Officer since he had started with the Corporation in 2016. Mr. Hammock has extensive
experience in international business development and sales with Fortune 500 accounts. Previously he was an Executive Vice
President of Sales & Marketing at Niagara Streaming Media. Mr. Hammock has held numerous high profile Senior Vice
President roles in telecom software and manufacturing companies including Newbridge Networks Corvis and Voxpath
Networks. As Vice President of Corvis his team’s sales efforts were responsible for $238 million during the two-year period
preceding a successful $1.6 billion IPO. He has received numerous President Club and Circle of Excellence awards.Mr. Dupee became Senior Vice President and Chief Accounting Officer of the Corporation effective October 1 2018. He
had been Interim Chief Accounting Officer of the Corporation from April 26 2018 until October 8 2018 and Vice President
of the Corporation from 2009 until October 8 2018. He had previously been Controller since 2004 (except when he served
as Chief Financial Officer and Interim Chief Financial Officer from December 3 2012 to May 29 2014) and has been with
the Corporation since 1994.
40ITEM 11. EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following table provides certain summary information for the last two fiscal years of the Corporation concerning
compensation paid or accrued by the Corporation and its subsidiaries to or on behalf of the Corporation’s Chief Executive
Officer and the Company’s two most highly compensated executive officers other than the Chief Executive Officer:
Summary Compensation Table
Annual Compensation
Change in
Pension Value All
Non-Equity of Nonqualified Other
Stock Option Incentive Plan Deferred Compen
Name and Principal Salary Bonus Awards Awards Compensation Compensation -sation Total
Position Year ($) ($) ($) ($) ($) Earnings ($) ($) (1) ($)
Nicholas J. Fazio (2).. 2023 120192 - 26000 - - - - 146192
Chief Executive 2022 - - - 27175 - - - 27175
Officer
John Hammock ……... 2023 245562 - - - - - - 245562
Senior Vice President 2022 208394 - - 13588 - - - 221982
and Chief Sales and
Marketing Officer
Todd Dupee …….…... 2023 157591 - - - - - 6000 163561
Senior Vice President 2022 151591 - - 10870 - - 6000 168461
and Chief Accounting
Officer
(1) See “All Other Compensation” for further details.
(2) Mr. Fazio has been compensated directly by Unilumin.
All Other Compensation
During 2023 and 2022 “All Other Compensation” consisted of director fees and other items. The following is a table of
amounts per named individual:
Director and/or Total All Other
Trustee Fees Other (1) Compensation
Name Year ($) ($) ($)
Nicholas J. Fazio 2023 - - -
2022---
John Hammock 2023 - - -
2022---
Todd Dupee 2023 - 6000 6000
2022-60006000
(1) Other consists of vehicle allowance.
Stock Option Plans and Stock Options
Defined Benefit Pension Plan
In 2023 there were no minimum required contributions to the Company’s defined benefit pension plan for all eligible
employees and the eligible individuals listed in the Summary Compensation Table.The Company’s defined benefit pension plan prior to being frozen covered all salaried employees over age 21 with at least
one year of service who are not covered by a collective bargaining agreement to which the Company is a party. Retirement
41benefits are based on the final average salary for the highest five of the ten years preceding retirement. For example
estimated annual retirement benefits payable at normal retirement date which normally is age 65 is approximately $15000
for an individual with ten years of credited service and with a final average salary of $100000; and approximately $120000
for an individual with 40 years of credited service and with a final average salary of $200000. Currently $330000 is the
legislated annual cap on determining the final average annual salary and $275000 is the maximum legislated annual benefit
payable from a qualified pension plan.Outstanding Equity Awards at Fiscal Year-End 2023
There were no unexercised options held by any of our Named Executive Officers as of December 31 2023.Employment Agreements
The Corporation has no employment agreements with any employees.Potential Payments Upon Severance or Change in Control
None.Director Compensation
Non-Employee Director Stock Option Plan
The Board of Directors has previously established a Non-Employee Director Stock Option Plan which as amended covers a
maximum of 1200 shares for grant. Such options are granted for a term of six years and are priced at fair market value on
the grant date. The determination as to the amount of options to be granted to directors is based on years of service and are
calculated on a yearly basis as follows: a minimum of 20 stock options are granted for each director; an additional 20 stock
options are granted if a director has served for five years or more; an additional 20 stock options are granted if a director has
served for ten years or more; and an additional 40 stock options are granted if a director has served for twenty years or more.Such options are exercisable at any time upon the first anniversary of the grant date. The Corporation grants additional stock
options upon the expiration or exercise of any such option if such exercise or expiration occurs no earlier than four years after
date of grant in an amount equal to the number of options that have been exercised or that have expired.Compensation of Directors
The following table represents director compensation for 2023:
Non-Equity
Incentive Nonqualifie
Plan d Deferred All Other
Fees Stock Option Compensati Compensati Compensatio
Earned Awards Awards on on Earnings n Total
Name Year ($) ($) ($) ($) ($) ($) ($)
Marco Elser ………... 2023 - - - - - -
Nicholas J. Fazio …... 2023 - - - - - - -
Jie Feng ……...…… 2023 - - - - - - -
Yantao Yu …............. 2023 - - - - - - -
Salvatore J. Zizza ….. 2023 - - - - - - -
42ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following table sets forth information as of March 28 2024 (or such other date specified) with respect to (A) the
beneficial ownership of Common Stock or shares issuable within 60 days of such date by (i) each person known by the
Corporation to own more than 5% of the Common Stock and who is deemed to be such beneficial owner of Common Stock
under Rule 13d-3(a)(ii); (ii) each person who is a director of the Corporation; (iii) each named executive in the Summary
Compensation Table and (iv) all persons as a group who are executive officers and directors of the Corporation and (B) the
percentage of outstanding shares held by them on that date:
Number of Shares
Beneficially Percent Of
Name Status and Mailing Address Owned Class (%)
5% Stockholders:
Unilumin North America Inc. 7485892 (1) 53.5
254 West 31st Street
New York NY 10001
Gabelli Funds LLC 4172500 (2) 30.9
GAMCO Asset Management Inc.Teton Advisors Inc
One Corporate Center
Rye NY 10580-1434
Non-Employee Directors:
Marco Elser 241189 1.8
Jie Feng - (3) *
Salvatore J. Zizza 624970 (4) 4.5
Named Executive Officers:
Nicholas J. Fazio 7585892 (3) (5) 54.0
Yantao Yu 50000 (3) (5) *
John Hammock 35000 (5) *
Todd Dupee 60000 (5) *
All directors and executive officers as a group 8597051 (6) 58.7
*Represents less than 1% of total number of outstanding shares.
(1) Unilumin owns 6985892 shares which is 52.0% of our outstanding shares. The stock ownership and percentage reflected in the
above table also includes warrants to purchase 500000 shares.
(2) Based on Schedule 13D as amended dated November 25 2020 by Mario J. Gabelli Gabelli Funds LLC Teton Advisors Inc.
Gamco Investors Inc. GGCP Inc. and Gamco Asset Management Inc. which companies are parent holding companies and/or registered
investment advisers. All securities are held as agent for the account of various investment company fund accounts managed by such
reporting person. Except under certain conditions Gabelli Funds LLC has beneficial ownership of such shares. Based on such Schedule
13D amendment and Schedule 13G dated January 16 2024 Gabelli Funds LLC beneficially owns 1600000 shares of Common Stock
GAMCO Asset Management Inc. beneficially owns 102500 shares of Common Stock and Teton Advisors Inc. beneficially owns
2365000 shares of Common Stock.
(3) Mr. Fazio is Director and Chief Executive Officer of Unilumin North America Inc. which owns 6985892 shares and has
warrants to purchase 500000 shares so he may be deemed a beneficial owner of the shares owned by Unilumin North America Inc. Mr.Fazio has no pecuniary interest in these shares and disclaims any beneficial interest. The share ownership with respect to Messrs. Feng and
Yu does not include the shares held by Unilumin North America Inc.
(4) Mr. Zizza disclaims any interest in the shares set forth in footnote 2 above. This includes warrants to purchase 499970 shares.
(5) The share ownerships with respect to Messrs. Fazio Yu Hammock and Dupee include stock options to purchase 50000 50000
25000 and 20000 shares respectively.
(6) See footnotes 3 4 and 5 above.
43Equity Compensation Plan Information
Securities Weighted Securities
to be issued average available for
December 31 2023 upon exercise exercise price future issuance
Equity compensation plans approved by stockholders - - 800
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
Certain Transactions
Except as described below there has not been nor is there currently proposed any transaction or series of similar
transactions to which we were or are a party in which the amount involved exceeded or exceeds the lesser of $120000 or 1%
of our total assets and in which any of our directors executive officers holders of more than 5% of any class of our voting
securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect
material interest other than compensation arrangements with directors and executive officers and the transactions described
or referred to below.For a description of the Company’s transactions with related parties please see Note 19 to the Consolidated Financial
Statements – Related Party Transactions.ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Committee Pre-Approval of Independent Auditor Services: All audit services provided by Marcum LLP (“Marcum”)
for 2023 and 2022 were approved by the Audit Committee in advance of the work being performed.Audit Fees: Marcum audit fees were $200000 in 2023 and $180000 in 2022. Marcum audit fees include fees and expenses
associated with the annual audit of the Company’s financial statements.Audit-Related Fees: Marcum did not provide any audit-related serviced services in 2023 or 2022.Tax Fees: Marcum did not provide any tax services in 2023 or 2022.All Other Fees: Marcum did not provide any non-audit services in 2023 or 2022.PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
1 Consolidated Financial Statements of Trans-Lux Corporation:
Report of Independent Registered Public Accounting Firm as of December 31 2023
Consolidated Balance Sheets as of December 31 2023 and 2022
Consolidated Statements of Operations for the Years Ended December 31 2023 and 2022
Consolidated Statements of Comprehensive Loss for the Years Ended December 31 2023 and
2022
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December
31 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended December 31 2023 and 2022
Notes to Consolidated Financial Statements
2 Financial Statement Schedules: Not applicable.
3 Exhibits:
443(a) Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to
Exhibit 3.1 of Form 8-K dated July 2 2012).(b) Amendment to Amended and Restated Certificate of Incorporation of the registrant (incorporated
by reference to Exhibit 3.1 of Form 8-K filed February 9 2019).(c) Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.2 of Form
8-K filed March 9 2012).
4(a) Indenture dated as of December 1 1994 (form of said indenture is incorporated by reference to
Exhibit 6 of Schedule 13E-4 Amendment No. 2 filed December 23 1994).(b) Indenture dated as of March 1 2004 (form of said indenture is incorporated by reference to
Exhibit 12(d) of Schedule TO filed March 2 2004).(c) Description of the Company’s securities registered pursuant to section 12 of the Securities
Exchange Act on 1934.
10.1 ** Form of Indemnity Agreement - Directors (form of said agreement is incorporated by reference to
Exhibit 10.1 of Registration No. 333-15481).
10.2 ** Form of Indemnity Agreement - Officers (form of said agreement is incorporated by reference to
Exhibit 10.2 of Registration No. 333-15481).
10.3 Amended and Restated Pension Plan dated January 1 2016 (incorporated by reference to Exhibit
10.3 of Form 10-K filed March 29 2016).
10.4 Promissory note in favor of Carlisle Investments Inc. (“Carlisle”) (incorporated by reference to
Exhibit 10.15 of Form 10-K/A filed April 29 2016).
10.5 Credit Agreement with Carlisle dated as of November 6 2017 (incorporated by reference to
Exhibit 10.5 of Form 10-Q filed November 9 2017).
10.6 Loan and Security Agreement with MidCap Business Credit LLC dated as of September 16 2019
(incorporated by reference to Exhibit 10.1 of Form 8-K filed September 20 2019).
10.7 1st Modification Agreement to Loan and Security Agreement with MidCap Business Credit LLC
dated as of June 3 2020 (incorporated by reference to Exhibit 10.1 of Form 8-K filed June 9
2020).
10.8 2nd Modification Agreement to Loan and Security Agreement with MidCap Business Credit LLC
dated as of December 16 2020 (incorporated by reference to Exhibit 10.1 of Form 8-K filed
December 21 2020).
10.9 Assignment Without Recourse of Loan Agreement with MidCap Business Credit LLC to
Unilumin USA dated as of July 30 2021 (incorporated by reference to Exhibit 10.2 of Form 10-Q
filed August 13 2021).
10.10 1st Modification Agreement to Loan and Security Agreement with Unilumin USA dated as of
March 20 2023 and effective December 31 2022 (incorporated by reference to Exhibit 10.10 of
Form 10-K filed March 31 2023).
10.11 Loan note with Enterprise Bank and Trust dated as of April 20 2020 (incorporated by reference to
Exhibit 10.1 of Form 8-K filed May 4 2020).
10.12 ** Form of stock options granted March 28 2022 (incorporated by reference to Exhibit 10.1 of Form
10-K filed April 14 2022).
21 List of Subsidiaries filed herewith.
4531.1 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 interactive data files pursuant to Rule 405 of Regulation S-T from Trans-Lux
Corporation’s Annual Report on Form 10-K for the annual period ended December 31 2023 are
formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets
as of December 31 2023 and 2022 (ii) Consolidated Statements of Operations for the Years
Ended December 31 2023 and 2022 (iii) Consolidated Statements of Comprehensive Loss for the
Years Ended December 31 2023 and 2022 (iv) Consolidated Statements of Changes in
Stockholders’ Deficit for the Years Ended December 31 2023 and 2022 (v) Consolidated
Statements of Cash Flows for the Years Ended December 31 2023 and 2022 and (vi) Notes to
Consolidated Financial Statements. *
104 Cover page interactive data file (formatted as online XBRL with applicable taxonomy extension
information contained in Exhibit 191.* Furnished herewith. Pursuant to Rule 406T of Regulation S-T the interactive data files in Exhibit
101 to this Annual Report on Form 10-K is deemed not filed or part of a registration statement or
prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 as amended and is
deemed not filed for purpose of Section 18 of the Securities Exchange Act of 1934 as amended
and otherwise is not subject to liability under these sections.** Denotes management contract or compensatory plan or arrangement.ITEM 16. FORM 10-K SUMMARY
Not applicable.
46SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized:
TRANS-LUX CORPORATION
By: /s/ Nicholas J. Fazio
Nicholas J. Fazio
Chief Executive Officer
By: /s/ Todd Dupee
Todd Dupee
Senior Vice President and Chief Accounting Officer
Dated: April 1 2024
Trans-Lux Corporation and each of the undersigned do hereby appoint Nicholas J. Fazio and Todd Dupee and each of them
severally its or his/her true and lawful attorney to execute on behalf of Trans-Lux Corporation and the undersigned any and
all amendments to this Annual Report on Form 10-K and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission; each of such attorneys shall have the power to act
hereunder with or without the other.Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the date indicated:
/s/ Salvatore J. Zizza April 1 2024
Salvatore J. Zizza Chairman of the Board
/s/ Marco M. Elser April 1 2024
Marco M. Elser Director
/s/ Nicholas J. Fazio April 1 2024
Nicholas J. Fazio Director and Chief Executive Officer
(Principal Executive Officer)
/s/ Jie Feng April 1 2024
Jie Feng Director
/s/ Yantao Yu April 1 2024
Yantao Yu Director and Chief Operating Officer
/s/ Todd Dupee April 1 2024
Todd Dupee Senior Vice President and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting Officer)
47
