<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended September 30, 1995, 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 1-10263
-------
T/SF COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified
in its charter)
Delaware 73-1341805
- --------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
2407 East Skelly Drive, Tulsa, Oklahoma 74105
- --------------------------------------- --------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (918) 747-2600
-----------------------------
N/A
- --------------------------------------------------------------------------------
(Former Name of Registrant)
Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.10
Par Value Per Share.
At November 13, 1995, there were 3,377,565 shares of the registrant's Common
Stock outstanding.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No___
---
<PAGE>
T/SF COMMUNICATIONS CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I Financial Information
Item 1
------
Consolidated Balance Sheets - September 30, 1995 4-5
(unaudited) and December 31, 1994
Consolidated Statements of Operations - Three Months and Nine 6
Months Ended September 30, 1995 and 1994 (unaudited)
Consolidated Statements of Cash Flows - Nine Months 7-8
Ended September 30, 1995 and 1994 (unaudited)
Notes to Consolidated Financial Statements 9-10
Item 2
------
Management's Discussion and Analysis of Financial 11-13
Condition and Results of Operations
PART II Other Information
Item 4
------
Submission of Matters to a Vote of Security Holders 13
Item 6
------
Exhibits and Reports on Form 8-K 14
</TABLE>
2
<PAGE>
PART I
Item 1. Financial Information
3
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
September 30,December 31,
1995 1994
--------- ---------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 13,943 $ 4,585
Short-term investments 1,000 2,000
Accounts receivable, less reserve for doubtful accounts
of $573 in 1995 and $506 in 1994 8,562 8,847
Inventories 274 596
Current contract receivable and other current assets 5,203 7,481
Refundable income taxes -- 167
Assets held for sale 836 8,529
--------- ---------
Total current assets 29,818 32,205
--------- ---------
INVESTMENTS 1,625 233
--------- ---------
CONTRACT AND NOTES RECEIVABLE 1,658 2,786
--------- ---------
PROPERTY, PLANT AND EQUIPMENT, AT COST
Exposition equipment 2,977 2,712
Other 6,117 4,707
--------- ---------
9,094 7,419
Less - accumulated depreciation 4,351 2,834
--------- ---------
4,743 4,585
--------- ---------
DEFERRED TAX ASSETS 1,231 732
--------- ---------
INTANGIBLES AND OTHER ASSETS, NET 14,785 13,040
--------- ---------
$ 53,860 $ 53,581
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
September 30,December 31,
1995 1994
-------- --------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 5,093 $ 5,905
Accrued liabilities 12,094 7,163
Deferred tax liabilities -- 823
Current portion of long-term debt 1,067 1,251
-------- --------
Total current liabilities 18,254 15,142
-------- --------
LONG-TERM DEBT, NET OF CURRENT PORTION 4,867 4,905
-------- --------
DEFERRED CONTRACT LIABILITIES 2,309 2,456
-------- --------
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES -- 6,698
-------- --------
COMMON STOCK SUBJECT TO PUT 525 525
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, $10 par value, 1,000 shares authorized,
no shares issued and outstanding -- --
Common stock, $.10 par value, 10,000 shares authorized,
3,377 shares and 3,883 equivalent shares issued and
outstanding at September 30, 1995 and December 31,
1994, respectively 326 379
Additional paid-in capital 13,248 19,572
Retained earnings 14,331 3,904
-------- --------
Total stockholders' equity 27,905 23,855
-------- --------
$ 53,860 $ 53,581
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION> Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
1995 1994 1995 1994
---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C>
REVENUES:
Publishing $ 815 $ 3,789 $ 8,543 $ 10,498
Exposition services 6,175 5,409 19,519 15,389
Information services 4,536 3,647 13,098 11,349
Other operating income and interest 637 3,664 1,439 4,790
Gain on sale of trade journals 11,739 -- 11,739 --
-------- -------- --------- --------
23,902 16,509 54,338 42,026
-------- -------- --------- --------
COSTS AND EXPENSES:
Publishing 1,007 3,768 6,871 8,548
Exposition services 4,407 3,670 13,587 10,166
Information services 3,113 2,118 8,480 6,714
General and administrative 2,393 3,446 8,055 8,463
Interest 217 182 651 570
Depreciation and amortization 829 780 2,735 2,160
-------- -------- --------- --------
11,966 13,964 40,379 36,621
-------- -------- --------- --------
Income before income taxes 11,936 2,545 13,959 5,405
Income tax provision ( 1,306 ) ( 977 ) ( 2,201 ) ( 2,266 )
Minority interest in consolidated
subsidiaries -- ( 338 ) ( 266 ) ( 874 )
-------- -------- --------- --------
Income from continuing operations 10,630 1,230 11,492 2,265
Discontinued operation, net ( 3 ) ( 2,936 ) ( 18 ) ( 2,722 )
-------- -------- --------- --------
Net income (loss) 10,627 ( 1,706 ) 11,474 ( 457 )
Dividends on preferred shares -- 29 -- 98
-------- -------- --------- --------
Income (loss) applicable to
common shares $ 10,627 $( 1,735 ) $ 11,474 $( 555 )
-------- -------- --------- --------
Earnings (loss) per common and
common equivalent share
Continuing operations $ 2.78 $ 0.31 $ 2.98 $ 0.56
Discontinued operations -- ( 0.75 ) -- ( 0.70 )
-------- -------- --------- --------
$ 2.78 $( 0.44 ) $ 2.98 $( 0.14 )
======== ======== ========= ========
Cash dividends per common share $ -- $ -- $ 0.27 $ --
======== ======== ========= ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------
1995 1994
---- ----
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 11,474 $( 457 )
--------- --------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,735 2,192
Accretion of interest expense 83 37
Gain on sale of assets ( 11,719 ) ( 720 )
Reserves provided on real estate and
venture capital investments -- 2,812
Changes in assets and liabilities:
Accounts receivable ( 566 ) ( 1,405 )
Inventories 94 ( 12 )
Other current assets ( 1,939 ) ( 732 )
Intangibles and other assets ( 164 ) 152
Accounts payable and accrued liabilities 3,997 4,376
Minority interest 266 874
Deferred income taxes ( 514 ) ( 1,341 )
--------- --------
Total adjustments ( 7,727 ) 6,233
--------- --------
Net cash provided by operating activities 3,747 5,776
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Purchase) sale of short-term investments 1,000 ( 2,000 )
Capital expenditures ( 2,062 ) ( 2,170 )
Collections on contract and notes receivable 5,178 3,552
Payments on deferred contract liabilities ( 499 ) ( 403 )
Additions to investments, net ( 289 ) 47
Proceeds from the sale of assets held for sale
and property, plant and equipment 18,537 8,323
Payments for acquisitions, net of cash acquired -- ( 1,114 )
--------- --------
Net cash provided by investing activities 21,865 6,235
--------- --------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
7
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------
1995 1994
---- ----
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable -- ( 152 )
Principal payments of long-term debt ( 2,250 ) ( 4,586 )
Issuance of common stock 21 347
Acquisition of common stock retired ( 5,113 ) ( 2,611 )
Purchase of parent stock ( 7,861 ) --
Dividends on common and preferred stock ( 1,051 ) ( 98 )
--------- --------
Net cash used in financing activities ( 16,254 ) ( 7,100 )
--------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 9,358 4,911
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,585 2,808
--------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,943 $ 7,719
========= ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
8
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
For the three months and nine months ended September 30, 1995 and 1994
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10
Regulation S-X of the Securities and Exchange Commission. Accordingly, the
financial statements do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Results of operations for the three months and nine months ended September 30,
1995, are not necessarily indicative of the results to be expected for the year
ending December 31, 1995. For further information, refer to the consolidated
financial statements and related notes thereto included in the Company's and
Tribune/Swab-Fox Companies, Inc.'s ("Tribune/Swab-Fox") annual reports on Form
10-K for the year ended December 31, 1994.
2. Merger of T/SF Communications Corporation and Tribune/Swab-Fox
Companies, Inc.
On May 25, 1995, Tribune/Swab-Fox was merged (the "Merger") with and into
the Company. In the Merger, each share of Tribune/Swab-Fox stock was converted
into 0.1255 of a share of the Company or, at the election of the holder, $0.88
in cash. While the Merger was structured for legal purposes as a merger of
Tribune/Swab-Fox with and into Communications for accounting purposes, the
acquisition has been treated as a recapitalization of Tribune/Swab-Fox with
Tribune/Swab-Fox as the survivor (downstream merger). Thus, for accounting
purposes, Tribune/Swab-Fox is the acquiring entity even though, from a legal or
structural standpoint, Communications is the acquiring and surviving entity.
Accordingly, the historical financial statements of Communications, as the
surviving entity, are these historical financial statements of Tribune/Swab-Fox.
Earnings per share for the period prior to the Merger are restated to reflect
the recapitalized number of equivalent shares of the Company. The Company
acquired 1,110,675 equivalent shares (8,850,000 Tribune/Swab-Fox shares) for
cash in the Merger, the effect of which is taken into account as of the date of
the Merger. In connection with the Merger, the Board of Directors of
Tribune/Swab-Fox declared a one-time dividend of $0.0344 per share ($0.27 per
equivalent share) which was paid on May 24, 1995.
3. Common Stock and Earnings Per Share
Weighted average shares of common stock issued and outstanding during the
three months and nine months ended September 30, 1995, were 3,817,000 and
3,852,000, respectively, and the weighted average equivalent shares for the
three months and nine months ended September 30, 1994, were both 3,908,000.
9
<PAGE>
4. Income Taxes
Income tax provision for the three months and nine months ended September
30, 1995 and 1994, does not bear a normal relationship to the statutory federal
income tax rate of 34% mainly as a result of amortization of goodwill related to
acquisitions, state income taxes and reduction in the valuation reserve related
to the net operating loss carryforward for federal income tax purposes.
5. Assets Held for Sale
In 1994, the Company's Board of Directors authorized the sale of three of
BMT Communications, Inc.'s ("BMT") trade journals. An Asset Purchase Agreement
was signed by BMT dated June 16, 1995, and the sale of these trade journals was
closed on August 2, 1995, for $21,000,000 cash. The "Gain on sale of trade
journals" in the statement of operations represents the pre-tax gain from this
transaction. The net assets related to these trade journals had previously been
reflected as "assets held for sale," along with certain discontinued real estate
assets.
6. Purchase of Company Stock
In March, 1995, upon exercise of an option, the Company acquired 384,000
shares of Tribune/Swab-Fox common stock (48,819 equivalent shares) from the
Profit Sharing Plan and Trust of Tribune/Swab-Fox for $291,750 with a cash
payment of $72,937 and a note payable for $218,813. The Company then owned
1,142,729 shares (143,412 equivalent shares) of Tribune/Swab-Fox common stock
which shares were canceled in connection with the Merger.
In August, 1995, the Company acquired 464,814 shares of common stock of
the Company from The Prudential Insurance Company of America for a cash payment
of $5,112,954. These shares were canceled by the Company.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
-----------------------------------
Results of Operations
- ---------------------
In May, 1995, the Merger of the Company and Tribune/Swab-Fox was
completed. For accounting and financial reporting purposes the Merger is treated
as a downstream merger. Accordingly, the historical financial statements are
those of Tribune/Swab-Fox. Operations of Galaxy Registration, Inc. ("Galaxy"),
acquired effective March 1, 1994, are included in exposition services for only
seven months in 1994. Three trade journals were sold effective July 1, 1995,
and, accordingly, no operations for these journals are included in the three
months ended September 30, 1995.
Revenues of $23,902,000 for the three months and $54,338,000 for the
nine months ended September 30, 1995, were $7,393,000 and $12,312,000,
respectively, higher than for the same periods ended September 30, 1994. The
revenue increase includes the $11,739,000 gain on sale of trade journals for
both the three month and nine month periods in 1995. Exposition Services, which
consists of Galaxy and Atwood Convention Publishing, Inc. ("Atwood"), revenue
increased $766,000 during the three months and $4,130,000 during the nine months
ended September 30, 1995, with both companies having significant growth during
the periods and two more months of Galaxy's operations being included in 1995.
Publishing revenues decreased $2,974,000 during the three months ended September
30, 1995, resulting from the sale of the three trade journals, and decreased
only $1,955,000 during the nine months in 1995, as a result of an increase in
advertising pages and two new executive seminars (one in Europe) in 1995
partially offsetting the decrease from the trade journals sold. Information
services revenue increased $889,000 for the three months and $1,749,000 for the
nine months ended September 30, 1995, respectively. Substantially all of the
increase related to an increase in the volume of employment histories and
criminal records sold during both the three months and nine months ended
September 30, 1995. Long distance telephone resale revenue was approximately
$645,000 lower for the nine months in 1995 as a result of the Company exiting
this business during the latter part of the first quarter of 1994 due to
competitive and regulatory considerations.
Other operating income for the three months and nine months ended
September 30, 1995, as compared with the same periods in 1994, is approximately
$3,000,000 lower because the Company's World Gaming Congress trade show and
exhibition occurred in September in 1994, whereas this trade show was held in
October in 1995. Interest income related to the contract receivable from the
World Publishing Company is approximately $290,000 lower during the nine months
ended September 30, 1995, because of continued payments received on the contract
receivable.
Publishing costs and expenses were $2,761,000 lower for the three months
and $1,677,000 lower for the nine months ended September 30, 1995, as compared
with the same periods in 1994. The decrease is related to the three trade
journals sold in 1995 and the timing of the World Gaming Congress trade show.
Partially offsetting this decrease are costs related to the European executive
seminar; the Riverboat Gaming Show held in September in 1995, as compared to
November, 1994; and costs related to the increase in advertising pages noted
above, including a significant increase in the cost of paper and a postal rate
increase.
11
<PAGE>
Exposition services costs and expenses were $737,000 and $3,421,000
higher for the three months and nine months ended September 30, 1995,
respectively, as compared with the same periods in 1994. Printing costs for the
convention publishing business increased $635,000 in 1995 related to both the
growth in number of shows at which services were provided and directories
published and higher cost of paper. In 1995, Galaxy and Atwood both have
increased their number of personnel to continue to provide a high quality of
service to their customers and to handle the increase in number of trade shows
serviced. Galaxy was included in nine months operations in 1995 versus seven
months in 1994.
Information services costs and expenses were $995,000 higher for the
three months and $1,766,000 higher for the nine months ended September 30, 1995,
as compared with the same periods in 1994. The increase in costs related to the
new employment screening service of approximately $120,000 for the three months
and $665,000 for the nine months in 1995, which services were commenced in mid-
1994, and the increase in criminal record volume and other costs related to
higher volumes, mainly additional personnel, represent the primary increases.
Netted against these increases is a decrease of approximately $500,000 for the
nine months ended September 30, 1995, related to long distance telephone resale
costs because of exiting this business in the latter part of the first quarter
of 1994.
General and administrative expenses were $1,053,000 lower for the three
months and $1,408,000 lower for the nine months in 1995, as compared with the
same periods in 1994. This decrease consists mainly of expenses for trade
publishing not incurred during the third quarter of 1995, reduction of expenses
resulting from the Merger during the three months and the period since the
Merger in 1995, as compared with 1994, reduced by Galaxy's general and
administrative expenses for nine months in 1995, as compared with seven months
in 1994.
Interest expense increased $35,000 for the three months and $81,000 for
the nine months ended September 30, 1995, as compared with the same periods in
1994, resulting from average interest rates on variable rate debt being 2 1/2%
higher (an approximate 35% increase in rate) during the first nine months of
1995, partially reduced by principal payments on debt during the past year.
Also, in late May, 1995, the Company borrowed $2,000,000 under one of its lines
of credit in connection with the Merger and the related acquisition of
equivalent shares for cash, which borrowing was repaid in early August, 1995.
Depreciation and amortization increased $49,000 for the three months and
$575,000 for the nine months ended September 30, 1995, as compared with the same
periods in 1994, substantially all related to the depreciable assets of Galaxy
(both because of the number of months Galaxy is included in each year and
depreciation related to Galaxy's 1994 and 1995 capital expenditures, which have
a short depreciable life, to handle Galaxy's growth in 1994 and 1995).
Provision for income taxes as a percent of income before income taxes is
lower than the statutory federal income tax rate mainly because of the reduction
in the valuation reserve related to the net operating loss carryforward,
goodwill amortization related to acquisitions not being deductible for income
tax purposes and provision for state income taxes.
12
<PAGE>
Financial Condition
-------------------
The changes in the Company's financial condition during the nine months
ended September 30, 1995, are mainly related to the cash received from the sale
of the three trade journals that was partly used to pay certain long-term debt
and the purchase of common shares both in connection with the Merger and
subsequent thereto. Accrued liabilities include the deferred revenues received
in 1995 related to the World Gaming Congress held in October, 1995.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The following matters were voted upon at the annual meeting of
stockholders of the Company held on August 1, 1995.
(a) Creation of a Board of Directors composed of eleven (11) members and
the election of only nine (9) members at the annual meeting.
For - 2,047,387 shares; Against - 234,278 shares; Abstain - 637
shares .
(b) Election of the following nine (9) persons as directors, all of whom
were currently serving on the Board of Directors, except for Jenk Jones Jr.,
Robert J. Swab and Martin A. Vaughan (all of whom were formerly directors of
Tribune/Swab-Fox).
Number of Shares of Common Stock
--------------------------------
Director Nominees For Withheld Authority
----------------- --- ------------------
Howard G. Barnett, Jr. 2,045,704 236,598
Martin F. Beck 2,045,704 236,598
Robert E. Craine, Jr. 2,045,704 236,598
William N. Griggs 2,045,704 236,598
David Lloyd Jones 2,045,704 236,598
Jenk Jones Jr. 2,045,704 236,598
Mark A. Leavitt 2,045,704 236,598
Robert J. Swab 2,045,704 236,598
Martin A. Vaughan 2,045,704 236,598
13
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
2.1 Letter Agreement dated August 14, 1995, by and between the
registrant and The Prudential Insurance Company of America
(previously filed as an exhibit to the Company's Form 8-K
filed August 16, 1995, and incorporated by reference herein).
11 Computation of earnings per share for the three months and
nine months ended September 30, 1995 and 1994.
27 Financial data schedule
(b) Reports on Form 8-K.
On August 16, 1995, the Company filed a report on Form 8-K for the
sale on August 2, 1995, effective as of July 1, 1995, of certain trade
journals and related activities owned by a subsidiary of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
T/SF COMMUNICATIONS CORPORATION
(Registrant)
Date: November 13, 1995 By: /s/ Howard G. Barnett, Jr.
----------------------------------------
Howard G. Barnett, Jr.
Chairman, Chief Executive Officer
and President
Date: November 13, 1995 By:/s/ J. Gary Mourton
-------------------------------------
J. Gary Mourton, Senior Vice
President-Finance and Chief
Financial Officer
14
<PAGE>
Exhibit 11
T/SF COMMUNICATIONS CORPORATION
Computation of Earnings per Share
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1995 1994
--------- ---------
(Unaudited)
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Income from continuing operations $ 10,630 $ 1,230
Deduct:
Dividends on New Senior Preferred Stock - (26)
Dividends on Class A Preferred Stock - (3)
---------- ----------
Income before discontinued operations
applicable to common and
common equivalent shares 10,630 1,201
Discontinued operations, net of income tax (3) (2,936)
---------- ----------
Net income (loss) applicable to common
and common equivalent shares $ 10,627 $ (1,735)
========== ==========
Weighted average number of common
and common equivalent shares outstanding
Common shares 3,817 3,735
Common equivalent shares:
From 6 1/2% Preferred Stock - 173
---------- ----------
3,817 3,908
========== ==========
Income (loss) per common
and common equivalent share:
Continuing operations $ 2.78 $ 0.31
Discontinued operations - (0.75)
---------- ----------
Net income (loss) per common share $ 2.78 $ (0.44)
========== ==========
FULLY DILUTED EARNINGS PER SHARE:
Income before discontinued operations $ 10,630 1,230
Add:
After tax interest expense applicable to:
11% Convertible Debentures due in 1998 4 14
Deduct:
Dividends on Class A Preferred Stock - (3)
---------- ----------
Income before discontinued operations
applicable to common and
common equivalent shares 10,634 1,241
Discontinued operations, net of income tax (3) (2,936)
---------- ----------
Net income (loss) applicable to common
and common equivalent shares $ 10,631 $ (1,695)
========== ==========
</TABLE>
15
<PAGE>
T/SF COMMUNICATIONS CORPORATION
Computation of Earnings per Share - Continued -
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1995 1994
--------- ---------
(Unaudited)
<S> <C> <C>
FULLY DILUTED EARNINGS PER SHARE -
Continued:
Weighted average number of common
and common equivalent shares outstanding
Common shares and common equivalent shares 3,817 3,908
Assumed conversion of 11% Debentures due in 1998 - 44
Assumed conversion of New Senior Preferred Stock - 122
--------- ---------
3,817 4,074
========= =========
Income (loss) per common
and common equivalent share:
Continuing operations $ 2.79 $ 0.30
Discontinued operations - (0.72)
--------- ---------
Net income (loss) per common share $ 2.79 $ (0.42)
========= =========
</TABLE>
16
<PAGE>
Exhibit 11
T/SF COMMUNICATIONS CORPORATION
Computation of Earnings per Share
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Nine months ended
September 30,
1995 1994
--------- ---------
(Unaudited)
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Income from continuing operations $ 11,492 $ 2,265
Deduct:
Dividends on New Senior Preferred Stock - (77)
Dividends on Class A Preferred Stock - (11)
Dividends on 6 1/2% Preferred Stock (10)
--------- ---------
Income before discontinued operations
applicable to common and
common equivalent shares 11,492 2,167
Discontinued operations, net of income tax (18) (2,722)
--------- ---------
Net income (loss) applicable to common
and common equivalent shares $ 11,474 $ (555)
========= =========
Weighted average number of common
and common equivalent shares outstanding
Common shares 3,852 3,735
Common equivalent shares:
From 6 1/2% Preferred Stock - 173
--------- ---------
3,852 3,908
========= =========
Income (loss) per common
and common equivalent share:
Continuing operations $ 2.98 $ 0.56
Discontinued operations - (0.70)
--------- ---------
Net income (loss) per common share $ 2.98 $ (0.14)
========= =========
FULLY DILUTED EARNINGS PER SHARE:
Income before discontinued operations $ 11,492 2,265
Add:
After tax interest expense applicable to:
11% Convertible Debentures due in 1998 32 43
Deduct:
Dividends on Class A Preferred Stock - (11)
Dividends on 6 1/2% Preferred Stock (10)
--------- ---------
Income before discontinued operations
applicable to common and
common equivalent shares 11,524 2,287
Discontinued operations, net of income tax (18) (2,722)
--------- ---------
Net income (loss) applicable to common
and common equivalent shares $ 11,506 $ (435)
========= =========
</TABLE>
17
<PAGE>
T/SF COMMUNICATIONS CORPORATION
Computation of Earnings per Share - Continued -
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Nine months ended
September 30,
1995 1994
--------- ---------
(Unaudited)
<S> <C> <C>
FULLY DILUTED EARNINGS PER SHARE -
Continued:
Weighted average number of common
and common equivalent shares outstanding
Common shares and common equivalent shares 3,852 3,955
Assumed conversion of 11% Debentures due in 1998 - 44
Assumed conversion of New Senior Preferred Stock - 122
--------- ---------
3,852 4,121
========= =========
Income (loss) per common
and common equivalent share:
Continuing operations $ 2.99 $ 0.56
Discontinued operations - (0.66)
--------- ---------
Net income (loss) per common share $ 2.99 $ (0.10)
========= =========
</TABLE>
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM T/SF
COMMUNICATION CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 13,943
<SECURITIES> 0
<RECEIVABLES> 9,135
<ALLOWANCES> 573
<INVENTORY> 274
<CURRENT-ASSETS> 29,818
<PP&E> 9,094
<DEPRECIATION> 4,351
<TOTAL-ASSETS> 53,860
<CURRENT-LIABILITIES> 18,245
<BONDS> 4,867
<COMMON> 326
0
0
<OTHER-SE> 25,579
<TOTAL-LIABILITY-AND-EQUITY> 53,860
<SALES> 41,160
<TOTAL-REVENUES> 54,338
<CGS> 28,938
<TOTAL-COSTS> 39,728
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 651
<INCOME-PRETAX> 13,959
<INCOME-TAX> 2,201
<INCOME-CONTINUING> 11,492
<DISCONTINUED> (18)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,474
<EPS-PRIMARY> 2,98
<EPS-DILUTED> 2,98
</TABLE>
