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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
(Check One):
[X] Form 10-K and Form 10-KSB [] Form 20-F [] Form 11-K [] Form 10-Q and Form
10-QSB [] Form N-SAR
For Period Ended: August 31, 1999
[] Transition Report on Form 10-K
[] Transition Report on Form 20-F
[] Transition Report on Form 11-K
[] Transition Report on Form 10-Q
[] Transition Report on Form N-SAR
For the Transition Period Ended: .............................
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein. If the notification relates to a
portion of the filing checked above, identify the Item(s) to which the
notification relates:
Part I - Registrant Information
The Todd-AO Corporation
Full Name of Registrant
Former Name if Applicable
900 N. Seward Street
Address of Principal Executive Office (Street and Number)
Hollywood, California 90038
City, State and Zip Code
Part II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III -- Narrative
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
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The Registrant was unable to file its Form 10-K within the prescribed time
period due to unanticipated delays in the completion of the audit process for
the Registrant's financial statements for the fiscal year ended August 31, 1999.
The Registrant anticipates that the audit process for the year ended August 31,
1999 will be completed within the prescribed time set forth in Rule 12b-25 (b).
Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Silas R. Cross 323 962-4020
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under 13 or 15(d) of the Securities
Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
report(s).
[X] Yes [] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [] No
If so, attach an explanation of the anticipated change, both narratively, and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Todd-AO Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 29, 1999 By /s/ Silas R. Cross
Silas R. Cross
Vice President/Treasurer
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Contact: FOR IMMEDIATE RELEASE
Stephanie Stern
Stern & Co.
(212) 888-0044
or
Janet Parrish
The Todd-AO Corporation
(323) 962-4022
TODD-AO REPORTS FOURTH-QUARTER AND FULL-YEAR RESULTS
LOS ANGELES, NOVEMBER 29, 1999 -- THE TODD-AO CORPORATION (NASDAQ:TODDA)
today reported revenue in the year ended August 31, 1999 rose to $118.5
million from $102.6 million a year earlier, while revenue in the fourth
quarter climbed to $28.1 million from $27.8 million a year earlier.
Net income for the year was $1.6 million, excluding the effect of a change in an
accounting principle, or $0.16 per share, compared to $3.4 million, or $0.33 in
fiscal 1998.
During the fourth quarter, the Company adopted Statements of Position (SOP) No.
98-5, "Reporting on the Costs of Start-Up Activities." The effect of this
accounting treatment is an expense, net of tax, of $293,000 in the quarter.
Earnings per share for the year, after accounting for the cumulative effect of
the change in accounting principle, was $0.13 vs. $0.33 in 1998.
Salah Hassanein, Todd-AO President and Chief Executive Officer, said, "Our
strategic alliance with Liberty Media positions Todd-AO as the market leader in
post production services worldwide. We are strongly encouraged by future
business prospects and our ability to capitalize on market conditions."
The Todd-AO Corporation has been a pioneer in motion picture and television
post production since 1952. The company and its employees have won 20 Academy
Awards-Registered Trademark- and 21 Emmy Awards-Registered Trademark-. With
facilities located in Los Angeles, Atlanta, New York and London, Todd-AO
offers one of the industry's most complete post production facilities.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WHICH ARE MADE PURSUANT
TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "ACT"). FROM TIME
TO TIME THE COMPANY OR ITS REPRESENTATIVES HAVE MADE OR MAY MAKE FORWARD-LOOKING
STATEMENTS ORALLY OR IN WRITING, INCLUDING THOSE CONTAINED HEREIN. SUCH
FORWARD-LOOKING STATEMENTS MAY BE INCLUDED IN, WITHOUT LIMITATION, REPORTS TO
STOCKHOLDERS, PRESS RELEASES, ORAL STATEMENTS MADE WITH THE APPROVAL OF AN
AUTHORIZED EXECUTIVE OFFICER OF THE COMPANY AND FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION. THE WORDS OR PHRASES "ANTICIPATES," "EXPECTS," "WILL
CONTINUE," "ESTIMATES," "PROJECTS" OR SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE ACT. THE RESULTS
CONTEMPLATED BY THE COMPANY'S FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN
RISKS, TRENDS, AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO VARY
MATERIALLY FROM ANTICIPATED RESULTS, INCLUDING WITHOUT LIMITATION, DELAYS IN
SITE LOCATION, CONSTRUCTION RISKS, LEASE NEGOTIATIONS, THE IMPACT OF
COMPETITION, MARKET AND OTHER RISKS ASSOCIATED WITH THE COMPANY'S INVESTMENT AND
OPERATING ACTIVITIES.
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THE TODD-AO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE TWELVE MONTHS ENDED AUGUST 31, 1999 AND 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
TWELVE MONTHS
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AUGUST 31, 1998 AUGUST 31, 1999
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<S> <C> <C>
Revenues $102,614 $118,517
Operating costs 82,706 98,797
Restructuring charges 2,767 --
Loss on equipment lease commitments -- 788
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EBITDA 17,141 18,932
Depreciation & amortization 10,685 12,829
Interest and financing costs 1,807 3,617
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Income before Taxes 4,649 2,486
Provision for income taxes 1,230 880
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Net income before net change in
accounting principle 3,419 1,606
Net change in accounting principle -- (293)
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Net income $3,419 $1,313
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Average shares outstanding - Basic 9,987 9,570
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Average shares outstanding - Diluted * 11,218 10,627
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Earnings per share -
Basic before net change in
accounting principle $0.34 $0.17
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Earnings per share -
Basic after net change in
accounting principle $0.34 $0.14
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Earnings per share -
Diluted before net change in
accounting principle $0.33 $0.16
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Earnings per share -
Diluted after net change in
accounting principle $0.33 $0.13
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</TABLE>
* Increase in diluted average shares due primarily to the issuance
convertible securities in 1997
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THE TODD-AO CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS )
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<CAPTION>
ASSETS AUGUST 31, 1998 AUGUST 31, 1999
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<S> <C> <C>
Current Assets:
Cash and marketable securities $ 5,487 $11,056
Trade receivables (net of allowance for doubtful accounts of
$1,768 at 8/31/98 and $1,169 at 8/31/99) 18,164 18,169
Inventories 783 856
Income tax receivable 1,397 634
Other 3,930 3,187
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Total Current Assets 29,761 33,902
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Property, plant and equipment, net 73,547 80,048
Investments 956 892
Goodwill (net of accumulated amortization of $1,646 at
8/31/98 and $2,875 at 8/31/99) 29,193 33,875
Other assets 1,909 3,890
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TOTAL $ 135,366 $152,607
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LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
Current liabilities:
Current maturities of long term debt $ 537 $8,578
Capitalized lease obligations - current 422 336
Accounts payable 6,464 5,465
Accrued and other liabilities 8,749 12,392
Deferred income 897 914
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Total current liabilities 17,069 27,685
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Long term debt 44,654 57,921
Deferred compensation and other 266 208
Provision for contingent liabilities 2,061 606
Deferred gain on sale/leaseback transactions 6,085 4,046
Deferred income taxes 4,911 2,681
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Total liabilities 75,046 93,147
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Stockholders' equity
Common stock:
Class A; authorized 30,000,0000 shares of $.01 par value;
issued 8,438,700 issued at August 31, 1998 and 8,124,333
issued at August 31, 1999 84 82
Class B; authorized 6,000,000 shares of $.01 par value; issued
and outstanding 1,747,178 at August 31, 1998 and 1999 17 17
Additional capital 40,805 37,887
Treasury Stock (2,338) (47)
Retained earnings 20,538 21,432
Other comprehensive income 1,214 89
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Total stockholders' equity 60,320 59,460
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TOTAL $ 135,366 $152,607
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