<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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
incorporation or organization) Identification No.)
2407 EAST SKELLY DRIVE, TULSA, OKLAHOMA 74105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (918) 747-2600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange
- -------------------
on which Registered
-------------------
COMMON STOCK, $0.10 PAR VALUE AMERICAN STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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>
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [___]
As of March 7, 1997, 3,298,076 shares of the registrant's Common Stock were
outstanding. The aggregate market value of those shares held by nonaffiliates
of the registrant on March 7, 1997, was approximately $39,775,000. For this
purpose, the Common Stock was valued at $27.50 per share, being the closing
price on March 7, 1997, on the American Stock Exchange on which the stock is
traded. For purposes of this computation, only officers and directors of the
registrant, the chief operating officer(s) of each of its material subsidiaries,
and beneficial owners of more than 10 percent of the combined voting power of
all voting securities of the registrant, and affiliates of such persons, were
deemed to be affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into this Form 10-K:
1. Registrant's Current Report on Form 8-K, dated August 30, 1996, with
respect to events occurring on August 15, 1996 (Part I, Item 1; Part
IV, Item 14).
2. Registrant's Form 8-K/A1, dated October 29, 1996, amending the Form 8-
K referenced in 1. above (Part I, Item 1, Part IV, Item 14).
3. Registrant's definitive Proxy Statement for its 1997 Annual Meeting of
Stockholders to be filed by April 30, 1997 (Part III, Items 10, 11, 12
and 13).
2
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
The Company, operating through subsidiaries, is a diversified
communications and information company. The Company was incorporated in
Delaware on March 17, 1989. Unless the context otherwise requires, references
to the "Company" include T/SF Communications Corporation and its consolidated
subsidiaries. As of the end of 1996, the Company operated with three operating
divisions: gaming media services (formerly called publishing), exposition
services and information services.
The gaming media services division is run through its G.E.M.
Communications, Inc., subsidiary and its affiliates (together "G.E.M."). The
activities of this division consist of a trade journal, International Gaming and
Wagering Business ("IGWB") and three newsletters and owning and/or managing
trade shows and conferences directed to the legalized gaming industry (as used
hereafter, "IGWB" shall include such related activities). In February, 1997,
the Company also acquired an 86% interest in Casino Publishing Company which
publishes a small trade magazine, Casino Executive, the operation of which will
be maintained separate from G.E.M. but is part of the Company's gaming media
services division.
The Company's exposition services business consists of Galaxy Registration,
Inc. ("Galaxy"), a provider of trade show/convention registration services and
exhibitor information and marketing services, and Atwood Convention Publishing,
Inc. ("Atwood"), the publisher of various convention and trade show related
publications, such as directories and convention daily newspapers, primarily on
a contract basis, the publisher of Expo, The Magazine for Exposition Management
("Expo"), and promotion and marketing services for corporate exhibitors.
The Company's information services division has two components:
Transportation Information Services, Inc., ("TISI") is engaged in the business
of obtaining, processing and providing motor vehicle reports, truck driver
employment information, criminal records and other pre-employment screening
services primarily to the insurance and trucking industries. CORSEARCH, Inc.
("CORSEARCH") is in the business of providing trademark and tradename research
and information services, utilizing both proprietary and public databases.
CORSEARCH was acquired by the Company on August 15, 1996, as described below.
Before October 1, 1992, the Company, through its Tulsa Tribune Company
subsidiary ("Tribune") published a daily newspaper, The Tulsa Tribune, in Tulsa,
Oklahoma. On September 30, 1992, the Company and World Publishing Company
("World"), the publisher of the morning daily newspaper in Tulsa, ended their 51
year joint operating arrangement. As a result of this transaction, the Company
received approximately $12,850,000 in 1992, plus proceeds from liquidation of
accounts receivable and inventory, received $450,000 per month through March 1,
1996, and The Tulsa Tribune was closed.
3
<PAGE>
ACQUISITION OF CORSEARCH
On August 15, 1996, the Company, through its wholly-owned subsidiary, T/SF
Investment Co. ("T/SFIC"), entered into a Stock Purchase Agreement (the
"Purchase Agreement") with all of the stockholders of CORSEARCH, based in New
York, New York. Pursuant to the Purchase Agreement, T/SFIC acquired all of the
issued and outstanding capital stock of CORSEARCH in exchange for $14,400,000 in
cash, $900,000 in notes and approximately $1,300,000 in assumed non-operating
liabilities. In addition, the Company agreed to pay additional consideration in
2000 and 2001 to the senior managers/stockholders of CORSEARCH (Robert Frank,
President, and Robert Capshaw, Vice President-Marketing), predicated upon
CORSEARCH achieving certain pre-tax income levels in 1997, 1998 and 1999, with a
minimum additional payment of $1,500,000. Reference is made to the Company's
Current Report on Form 8-K, dated August 30, 1996, with respect to transactions
occurring on August 15, 1996, and the Company's Form 8K/A1, dated October 29,
1996, amending such Current Report, for a complete description of the
acquisition of CORSEARCH, a description of the method by which any future
payments will be made to Robert Frank and Robert Capshaw and certain pro forma
financial information.
DESCRIPTION OF BUSINESS
The following information describes the activities of the Company on a line
of business or industry segment basis. Information is also provided with
respect to the development of the business of each division during 1996.
Reference is made to Note 10 to the Consolidated Financial Statements included
in this Form 10-K for summary financial information on each segment of the
Company's business. For the year ended December 31, 1994, the gaming media
services segment (previously called "publishing" as G.E.M., then called BMT
Communications, Inc., owned three other trade journals which were sold in 1995)
contributed 33 percent of total revenues of the Company, with the information
services segment (then consisting only of TISI) contributing 27 percent and the
exposition services segment generating 37 percent. For the year ended December
31, 1995, the gaming media services segment results, which included the gain on
the above described sale of the trade journals, contributed 37 percent of total
revenues of the Company, the information services segment (only TISI)
contributed 25 percent and the exposition services segment contributed 37
percent. For the year ended December 31, 1996, the gaming media services segment
contributed 14 percent of total revenues of the Company, the information
services segment (consisting of TISI for the entire year and CORSEARCH from
August 16, 1996) contributed 35 percent and the exposition services segment
contributed 49 percent. Because CORSEARCH was owned for only part of 1996, these
percentages are not necessarily indicative of the current contribution of each
such segment.
GAMING MEDIA SERVICES (FORMERLY PUBLISHING)
IGWB is a trade journal directed to the legalized gaming industry worldwide
and, as such, generates most of its revenues from "business-to-business"
advertising directed to the targeted readers of the journal. As part of its
business, in 1996 G.E.M. also owned or operated, either directly or in
partnership with others, several trade shows and conferences directed to the
gaming
4
<PAGE>
industry. G.E.M. also published three gaming related newsletters in 1996 which
are subscription supported.
While G.E.M. achieved significant growth in revenues from trade show and
publishing activities in 1996, G.E.M.'s operating income was negatively impacted
by significantly increased costs associated with G.E.M.'s operating as a
separate business unit rather than part of a larger trade journal publishing
company after the sale of the other trade journals owned by then BMT
Communications, Inc. (now G.E.M.) in 1995. The buyer of the three trade
journals also acquired the services of many of the support staff that had
previously been shared with the gaming related businesses and, accordingly,
significant additional personnel were added to replace those services. The
effect was that G.E.M.'s operating expenses increased significantly over its
allocable share of the support services so replaced in the prior configuration
of BMT Communications, Inc. The trade shows/conferences revenues in 1996 were
approximately that of 1995. Also, because certain of these shows were not
significantly profitable and G.E.M. bore the cost of personnel to service them,
gross profit (revenues minus only direct expenses) from trade shows was lower in
1996 as compared to 1995 (based on the overhead allocated to these operations
from BMT Communications, Inc.). IGWB, the trade journal, increased its total
advertising pages to 610 pages in 1996, as compared to 531 pages in 1995. For
the year, IGWB's activities recorded revenues of $4,465,000, as compared with
$3,600,000 for 1995.
The industry served by IGWB supports several competing journals or other
print products targeted to the same readers and there are many other trade shows
and conferences for the gaming industry throughout the world. Additionally, the
money allocated for "trade" advertising has not grown as fast in recent years
because alternative media/marketing techniques have competed effectively for
advertising budgets. Because of this, in 1995, G.E.M. began aggressively
pursuing an international strategy, increasing both editorial and circulation
coverage outside of the United States. In addition, G.E.M. has looked to expand
its presence in the U.S. market.
The following activities in 1996 and early 1997 were part of this strategic
thrust:
. In 1995, G.E.M. held its first European Casino Executive Conference and
this was held again in Vienna in 1996. While each conference lost money,
it attracted the interest of other European organizations and in 1997
G.E.M. intends to hold a conference, called European Casino Congress, in
Amsterdam in partnership or association with two European organizations,
one a trade association and the other a magazine publisher. G.E.M.'s
intent in entering into this partnership was to increase attendance and
produce a profitable conference.
. In June, 1996, G.E.M. acquired a 49% interest in African Gaming
Publications of Johannesburg, South Africa, which publishes Gaming for
Africa, a trade magazine for gaming industry executives in sub-Saharan
Africa, and several specialty gaming publications for casino companies in
South Africa. In addition, African Gaming Publications also owns and
produces African Gaming Expo, a trade show for the gaming industry in
Africa. South Africa is viewed by the industry as one of the next
5
<PAGE>
big expansion markets and the Company hopes that its acquisition of an
interest in African Gaming Publications will help G.E.M. capitalize on
that expected growth.
. In June, 1996, the Company acquired a 19 percent interest in Casino
Publishing Company ("CPC"), which publishes Casino Executive, a niche
trade publication serving the senior managers at casinos in the United
States. In February, 1997, the Company increased its interest in CPC and
currently owns 86% of such entity, with the senior managers owning the
remaining 14 percent. While this magazine was begun less than two years
ago, and is not currently profitable, it has gained significant
advertising support and the Company expects it to be profitable by the
end of 1997. Casino Executive will operate independent of IGWB and the
Company believes the ownership of two publications which have some
overlapping readership (IGWB is a worldwide circulated magazine covering
all aspects of the gaming industry, including casinos) will enhance the
Company's position in the expanding worldwide gaming industry by firmly
solidifying the Company's leadership position in the United States, the
largest gaming market.
The Company's gaming media services and exposition services were positively
impacted by a softening in the costs of newsprint and coated paper prices, the
primary raw material used in the Company's publishing activities. These prices
had been rising in the second half of 1994, and increased approximately 54
percent in 1995. In 1996, these prices decreased approximately 16 percent.
EXPOSITION SERVICES
The Company's exposition services division consists of the activities
conducted through Atwood and Galaxy. Atwood's principal line of business has
traditionally consisted of the publication of daily newspapers, directories and
related products for the attendees of trade shows and conventions, the
management of which contracts with Atwood to provide such services. The vast
majority of Atwood's revenues have been generated from advertisers -- who are
usually also exhibitors at the trade show or otherwise have a presence there --
who utilize Atwood's services to promote their products and presence before, at
and after the trade show or convention.
Many trade show managers or other publishers are involved in this kind of
publishing activity, but there are rarely more than two or three at any one show
and Atwood only publishes when it contracts directly with the owner or manager
of the show. This approach to the business allows Atwood to always have the
"official" publication at the trade show or convention.
After several years of growth, Atwood's operating income (earnings before
interest, depreciation and taxes) decreased in 1995 from 1994 (operating income
being $732,000 in 1995, including losses referred to below in developing
electronic publishing, as compared to $1,417,000 in 1994). In 1996, Atwood's
operating income rebounded to $1,666,000. Atwood's revenues increased from
$15,052,000 in 1995 to $16,918,000 in 1996, though margins continued to be
squeezed because of the cost of the added people to support the increased
business volume in the maturing market for Atwood's traditional products and
services. In addition, Atwood invested
6
<PAGE>
significant amounts in developing its electronic publishing capabilities
(generally, CD-ROM and internet-based publishing services). In 1996, these
losses were approximately $675,000 on a pre-tax basis, which included a write-
off of $340,000 on an investment with a partner developing some of these new
products, which went out of business in 1996. This compares to pre-tax losses of
$350,000 in 1995 for these activities. It is intended that these and other
additional investments will begin to be recouped in 1997 and thereafter as the
business models continue to be refined and customers are attracted for these new
services.
Over the past several years Atwood has been successful in increasing its
revenues and profits from activities other than its core business of daily
newspapers for conventions and trade shows. These "non-core" publishing and
information service activities which have become a major part of the Atwood
business mix include the publication of industry and show directories, show and
industry buying guides, publishing services for magazines of associations,
including advertising sales, promotional and marketing services for exhibitors
in the trade show context, digital publishing services for trade shows and
associations and the publication of EXPO, The Magazine for Exposition
Management. EXPO, which is dedicated to serving management of the exposition
industry, is the official publication of the International Association for
Exposition Management. Atwood generated slightly less than 44 percent of its
1996 revenue from its traditional show daily publishing activities, and expects
that figure to continue to drop as a percentage of 1997 revenue.
In 1996, Atwood performed publishing, communication and/or promotional
services at approximately 247 trade shows and conventions and provided services
to approximately 9,300 exhibitors.
The Company acquired Galaxy, located in Frederick, Maryland, in March,
1994. Galaxy serves the convention and trade show management and corporate
exhibitor markets with registration, information and marketing services on a
national basis. In the course of providing registration and data management
services for trade shows and conventions, Galaxy uses the "Galaxy Expocard" and
related technology, which employs the use of the so-called "smart card"
technology. Through Expocard, exhibitors and trade show managers gather
information on registrants and, through the use of software and other
technologies, are able to better manage their results from a trade show or
convention, thereby aiding show managers in the marketing of their shows and
exhibitors in their sales, marketing and lead management efforts.
Galaxy's operating results for 1995 were less than its results for 1994.
The main reason for this was a significant increase in employees which were
added in the first quarter of 1995 to meet the customer service demand from the
significant business increases seen in 1994 and 1995. By the end of 1994, it
had become obvious that Galaxy could not, without significant additional
investments in equipment and people, meet customer expectations at its then
substantially increased business level. The Company recognized this and added a
significant number of employees to deliver promised levels of customer service,
with the result that operating margins were reduced on already contracted
business. However, it was believed that the increased level of customer service
would allow the Company to gradually increase the value of its services and the
prices it receives therefor, and to attract additional business in the future.
This proved to be the
7
<PAGE>
case, and in 1996 Galaxy had operating income (income before interest,
depreciation, amortization and taxes) of $5,067,000 on revenues of $16,725,000.
While these results were helped by seven large shows which are held only every
two years, Galaxy proved its profitability in 1996.
Based on Galaxy having shown its ability to profitably operate its
business, in December, 1996, the Company hired a new chief executive officer for
its exposition services division, Mr. Michael Goodwin. It is the intent of the
Company in 1997 to strengthen the relationship between Atwood and Galaxy and to
begin trying to take advantage of their joint position in the market place under
the leadership of Mr. Goodwin.
In 1996, Galaxy performed registration services at approximately 207
different shows and events, and provided lead management and related information
services to approximately 35,000 exhibitors.
INFORMATION SERVICES
Until the acquisition of CORSEARCH in August, 1996, TISI was 100 percent of
the Company's information services division. TISI provides motor vehicle
reports, credit reports, worker compensation information, criminal reports and
truck driver employment histories primarily to trucking companies (for pre-
employment screening purposes) and the insurance industry (for underwriting
purposes). Many of TISI's information services are competitive with those
provided by other companies, many of which are significantly larger than the
Company. Thus, many of such services are effectively commodities with the
Company competing primarily with price. However, the Company's truck driver
employment history data base is proprietary to the Company.
In 1994, TISI began a significant new thrust through its NESS subsidiary,
which was designed to provide pre-employment screening services to other
industries by exploiting information resources of TISI and its pre-employment
screening experience in the trucking industry. This effort incurred pre-tax
losses of $408,000 in 1994, $1,054,000 in 1995 and $532,000 in 1996. By the
middle of 1996, it had become obvious that it was going to take significantly
longer than anticipated for NESS to achieve profitability. This was determined
to be primarily due to a significant increase in the number of participants in
the pre-employment screening industry and the inability of NESS to distinguish
itself from such competition. The Company attempted to effect a strategic
relationship for NESS to allow it to continue to provide its services to its
customers, but was unsuccessful. Hence, in February, 1997, the Company shut
down NESS's business and transferred a portion of the business to TISI. The
Company incurred shut down losses of approximately $150,000, on a pre-tax basis,
as a result.
TISI enjoyed significant growth in its "core business" (meaning, without
NESS) in 1996, with pre-tax operating income increasing to $6,091,000 as
compared to $4,447,000 in 1995 (also before NESS). TISI revenues for 1996 were
$21,192,000 as compared to $17,507,000 for 1995 (both numbers are without NESS).
8
<PAGE>
TISI's core information services of selling motor vehicle reports ("MVR's")
and employment history information to the trucking industry were up in 1996.
With regard to MVR processing, margins continue to be pressured by competition
whereas the employment history database continues to enjoy healthy margins.
Revenue growth can be attributed to not only an increase in the trucking
customer base (with which the Company has a significant competitive advantage
due to the truck driver employment history database being proprietary), but to a
mild recovery in the trucking industry after its significant capacity increases
in 1994 and 1995. This is demonstrated by the increase of approximately
$960,000 in revenues generated by the employment history file in 1996, as
compared with 1995.
Most of the rest of TISI's products showed improvement in 1996. In
addition to continued growth in sales from its proprietary database of truck
driver employment histories, gains were registered in this division's smaller,
but profitable lines of worker's compensation claims reports and credit
histories. The biggest gain came in the area of criminal records checking,
which began in 1993. Revenues from this service were $4,096,000 in 1996,
including revenue from Crimesearch, Inc., a small criminal records search
company acquired by TISI in 1996, as compared to $2,469,000 in revenues in 1995.
In November, 1996, the Company announced that it had engaged Prudential
Securities Incorporated to advise the Company in exploring strategic
alternatives, including the possible sale, of TISI. As the result of that
engagement, since that time the Company has discussed a possible transaction
with respect to TISI with a number of other companies. As of March 7, 1997, the
Company has not yet reached a decision as to whether or not any transaction will
occur.
As noted above, CORSEARCH was acquired by the Company on August 15, 1996.
CORSEARCH has been growing rapidly and has significantly increased its market
share in the trademark and tradename research and information business over the
last couple of years. For all of 1996, CORSEARCH's revenues were $7,200,000 as
compared to $6,028,000 for 1995.
The Company believes that CORSEARCH can grow rapidly and, accordingly, has
been investing significantly in its growth. In February, 1997, CORSEARCH moved
into expanded office space in New York City and since its acquisition in August,
1996, has hired and begun the training of 12 additional researchers with the
intent of hiring significantly more researchers during the course of 1997 as
business dictates.
In 1996, CORSEARCH processed 21,000 searches, as compared to 18,000 in
1995. There are two other firms in the United States that compete directly with
CORSEARCH and one, Thomson & Thomson, is significantly larger and controls the
majority of the industry in the United States and worldwide. CORSEARCH competes
in this market on a basis of service and product quality.
SEASONAL FACTORS
The exposition services business is affected by the timing of conventions
and trade shows, with most such shows operating in the March-May and September-
November time frames.
9
<PAGE>
IGWB's results are significantly impacted by the timing of its largest affiliate
owned trade show, World Gaming Congress, which was held in October in 1995 and
1996, and will again be held in October in 1997.
EMPLOYEES
As of March 3, 1997, the Company employed 566 persons on a full-time basis,
none of whom is subject to a collective bargaining agreement. Of these, the
following were employed in the various segments of the Company's business:
<TABLE>
<CAPTION>
Number of Full
Time Employees
--------------
<S> <C>
General and administrative 13
G.E.M. 32
TISI 171
Atwood 108
Galaxy 171
CORSEARCH 57
Casino Executive 14
</TABLE>
Most employees are salaried, with sales personnel receiving commissions on
sales.
REGULATION
The providing of motor vehicle reports and much of the other information
provided by TISI on individuals is subject to various state and federal
regulations concerning fair credit reporting and privacy. Generally, such laws
regulate maintenance of records and responses to inquiries regarding possible
errors in information provided. In addition, other legislation, including the
Americans With Disabilities Act, limits the salability of this division's
worker's compensation information.
ITEM 2. PROPERTIES
Except as noted, the following description of properties is as of December
31, 1996. The Company leases all of its offices except the main executive and
administrative offices of the Company, located at 2407 East Skelly Drive, Tulsa,
Oklahoma, totaling approximately 5,400 square feet. The Company also leases
approximately 38,800 square feet of space in Tulsa for TISI. TISI also leases a
small office space in Chicago, Illinois.
G.E.M. leases approximately 10,400 square feet in New York City, as well as
a small office in Chicago, Illinois, and an affiliate's small office in Las
Vegas, Nevada.
Atwood leases 18,000 square feet in Overland Park, Kansas.
Galaxy leases approximately 41,000 square feet of office and warehouse
space in two locations in Frederick, Maryland.
10
<PAGE>
On February 1, 1997, CORSEARCH was released from the space it occupied when
acquired by the Company and began occupying its new 22,000 square foot office in
New York City.
The above leases expire at various times from 1997 through 2009, required
rental payments of $1,190,000 in 1996 and will require rental payments of
$1,344,000 in 1997. See Note 8 to the Consolidated Financial Statements
included in this Form 10-K for more information on the Company's lease
obligations.
The Company believes that its facilities are suitable and adequate for its
immediate needs and that additional or substitute space is available if needed
to accommodate expansion.
During 1996 the Company sold the last piece of real estate which it owned
directly as a result of the Company's merger in 1995 with its parent company,
Tribune/Swab-Fox Companies, Inc. ("Tribune/Swab-Fox"). This sale occurred in
June, 1996, and covered 28 acres of raw land in Tulsa, Oklahoma. The sale price
was $690,000.
As a result of the merger with Tribune/Swab-Fox, the Company owns a 49.99%
interest in an Oklahoma limited liability company known as 1995 Land Company,
L.L.C., which owns undeveloped real estate in Tulsa, Oklahoma. The Company's
partner in this operation has sole management responsibility for these
properties and this business.
ITEM 3. LEGAL PROCEEDINGS
The following material cases or matters were pending against the Company as
of March 7, 1997:
1. Robert E. Cotner v. The Tulsa Tribune, Steve Ward and Newspaper
---------------------------------------------------------------
Printing Corporation; Case No. CT 81-531; District Court of Tulsa County,
- --------------------
Oklahoma. This is a defamation action in which Cotner seeks damages of $50,000
against Steve Ward, $300,000 from The Tulsa Tribune ("Tribune"), a daily
newspaper owned by the Company and closed on September 30, 1992, and $300,000
from NPC (as defined below). The action was filed June 22, 1981. Cotner
obtained service on Ward, but his service on an agent of NPC, which was intended
to be service on Tribune, was quashed on motion by Tribune. Ward's motion for
summary judgment was granted and Cotner appealed that ruling, which was affirmed
by the Oklahoma Court of Appeals, and the Oklahoma Supreme Court. Cotner has
obtained service of process on Tribune and, arguably, NPC, on whose behalf a
claim has been made that the actions are barred by the statute of limitations.
In September, 1992, the Company moved the Court to dismiss for failure to
prosecute. Cotner responded and the Court has not ruled on the motion.
If the action is not deemed barred by the statute of limitations, the case
could result in substantial legal fees and costs, but legal counsel considers
the possibility of Cotner recovering damages in excess of $100,000 to be remote.
11
<PAGE>
2. The Company is subject to certain claims for indemnity from World by
reason of certain employment discrimination and overtime claims filed after
September 30, 1992, but which relate in part to the time World and Tribune
jointly employed the plaintiffs through Newspaper Printing Corporation ("NPC")
(pursuant to a Joint Operating Agreement, which was terminated on September 30,
1992, World and Tribune employed NPC as their joint agent to conduct their
various publishing activities). The final two payments due from World, totaling
$900,000, as described above under ITEM 1. BUSINESS. GENERAL, are escrowed
pending resolution of certain claims for indemnity from World. The Company has
accrued for estimated costs under the claims for indemnity.
3. The Company is subject to several audits by the Internal Revenue
Service or various state income tax agencies. See Note 6 to the Consolidated
Financial Statements included in this Form 10-K for a further discussion of
these tax audits.
4. The Company is also a named defendant in other lawsuits and is a party
in governmental proceedings from time to time in the ordinary course of
business. While the outcome of such other lawsuits or proceedings against the
Company cannot be predicted with certainty, management does not expect these
matters to have a material adverse effect on the financial position or results
of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders of the Company during
the fourth quarter of 1996.
12
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock became publicly held as a result of the
Company's initial public offering effective June 15, 1989. Most of the Company's
shares are held of record in "nominee" or "street" names. As of March 7, 1997,
there were approximately 262 holders of record of the Company's Common Stock.
The following table sets forth the high and low sales prices of the
Company's Common Stock for each quarter of 1995 and 1996, as reported by the
American Stock Exchange on which such stock is traded:
<TABLE>
<CAPTION>
HIGH SALES PRICE LOW SALES PRICE
---------------- ---------------
<S> <C> <C>
1995
1st Quarter 8 5 3/4
2nd Quarter 9 1/8 7 1/4
3rd Quarter 12 1/8 8 7/8
4th Quarter 13 1/2 10 5/8
1996
1st Quarter 13 7/8 13
2nd Quarter 18 7/8 16
3rd Quarter 23 3/8 17 7/8
4th Quarter 27 3/4 21 3/4
</TABLE>
Since inception, the Company has not paid any cash or other dividends on
the Company's Common Stock. The Company, however, will reevaluate from time to
time its dividend payment policy based on its judgment as to the best interests
of the Company and its stockholders. The determination of the amount of future
cash dividends, if any, to be declared and paid will, however, depend upon,
among other things, the Company's financial condition, funds received from
operations, the level of its capital expenditures and its future business
prospects. Under the provisions of the bank Revolving Credit Agreement, the
Company is limited to a maximum payment of dividends of $2,000,000 in any fiscal
year. The Company's current policy of not paying dividends is based on belief
of the Company's Board of Directors that, at this time, reinvestment of the
Company's earnings into its businesses to foster future growth is in the best
interest of the Company's stockholders.
The Board of Directors of Tribune/Swab-Fox, the former 78% owner/parent of
the Company, declared a one-time dividend of $0.0344 per share ($0.27 per
equivalent share of Company Common Stock) in connection with its merger with and
into the Company, which dividend was paid on May 24, 1995.
13
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth certain selected financial data for the
Company. It should be read in conjunction with the consolidated financial
statements of the Company included elsewhere herein.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, /1/ /2/
---------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
OPERATING DATA: (In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
CONTINUING OPERATIONS /3/
Revenues............................... $68,642 $72,078 $56,919 $ 58,980 $95,233
Operating costs...................... 55,521 51,506 46,931 65,019 85,954
Depreciation and amortization........ 4,018 3,601 3,118 3,779 7,378
Operating income (loss) before
interest, unusual gain, and income
taxes................................. 9,103 16,971 6,870 (9,818) 1,974
Interest............................... 581 859 736 1,921 2,692
Unusual gain........................... -- -- -- -- 24,412
Income (loss) from continuing
operations............................ 5,421 15,788 2,564 (5,713) 9,142
Net income (loss)...................... 5,421 15,825 (252) (11,073) 8,352
Earnings (loss) per share of common
stock:
Continuing operations................ 1.53 4.19 .65 (1.54) 2.17
Net income (loss).................... 1.53 4.20 (.10) (2.95) 1.98
Weighted average number of common and
common equivalent shares outstanding.. 3,543 3,766 3,733 3,801 4,208
Dividends per common share............. -- .27 -- -- --
SUMMARY BALANCE SHEET DATA
(AT PERIOD END):
Total assets........................... 55,982 53,444 53,581 60,059 88,102
Total liabilities other than long- term
debt.................................. 14,303 16,429 24,821 24,336 33,221
Long-term debt, net of current
installments.......................... 3,493 4,529 4,905 9,273 16,593
Stockholders' equity................... 38,186 32,486 23,855 26,450 38,288
</TABLE>
- ----------------------------------------
/1/ From a legal standpoint, in the merger of Tribune/Swab-Fox, then the owner
of 78% of the common stock of the Company, with and into the Company on May
25, 1995, the Company was the surviving entity. However, from an accounting
standpoint, the transaction is treated as a downstream merger. Thus, for
financial reporting purposes, the transaction has been treated as a
recapitalization of Tribune/Swab-Fox, with Tribune/Swab-Fox, as the
survivor. Accordingly, the historical financial statements of the Company,
as the surviving legal entity, are those historical financial statements of
Tribune/Swab-Fox prior to the merger.
/2/ The Company was a party to several events/transactions which affect the
comparability of the historical information presented above. On August 15,
1996, the Company acquired CORSEARCH. Effective July 1, 1995, the Company
sold three trade journals and the assets related thereto of G.E.M. On April
30, 1994, the Company sold the assets of Shopper's Guide, Inc. (the "New
Jersey Shopper"), one of the Company's shopper-newspaper operations.
Effective March 1, 1994, the Company acquired the stock of Galaxy. On
November 1, 1993, the Company sold the operating assets of Marks-Roiland
Communications, Inc. (the "New York Shopper"), its other shopper-newspaper
operation. On September 30, 1992, the Company ceased publishing The Tulsa
Tribune as a result of the termination of a joint operating agreement. See
the Company's Notes to Consolidated Financial Statements included in this
Form 10-K for additional information on certain of these
transactions/events.
/3/ Restated to reflect real estate as a discontinued operation as of
November 30, 1994.
14
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
As noted in note 1 to ITEM 6. SELECTED FINANCIAL DATA, though the Company
was the surviving legal entity in the merger with Tribune/Swab-Fox on May 25,
1995, because Tribune/Swab-Fox owned 78% of the Company's common stock prior to
the merger, the transaction is accounted for as a recapitalization of
Tribune/Swab-Fox with Tribune/Swab-Fox as the survivor (i.e., a downstream
merger). Thus, for accounting and financial reporting purposes, Tribune/Swab-
Fox is the acquiring entity even though, from a legal or structural standpoint,
the Company is the acquiring and surviving entity. Accordingly, the historical
financial statements of the Company, as the surviving legal entity, are those
historical financial statements of Tribune/Swab-Fox. Thus, the comparison of
results of operations and the financial condition of the Company are based on
the historical financial statements of Tribune/Swab-Fox prior to the merger.
Accordingly, results of operations include activities previously conducted by
Tribune/Swab-Fox separate from those conducted by the Company, such as real
estate management and investment.
On August 15, 1996, the Company acquired 100% of the outstanding capital
stock of CORSEARCH, which has been accounted for as a purchase. CORSEARCH
provides trademark and tradename research and is included in the information
services segment.
YEAR ENDED DECEMBER 31, 1996, VERSUS YEAR ENDED DECEMBER 31, 1995
Operations for the year ended December 31, 1996, have two major variations
from the same period ended December 31, 1995. First, operations of CORSEARCH
which was acquired on August 15, 1996, are included in information services in
1996 from the acquisition date. Second, the sale of three trade journals by
G.E.M., effective July 1, 1995, resulted in a pre-tax gain of $11,739,000 in
1995 and, as a result of such sale, operations for the last half of 1995 for the
gaming media services segment (formerly publishing) only included the
International Gaming and Wagering Business trade journal and the related
conference and trade show, World Gaming Congress.
Revenues of $68,642,000 for 1996 are $3,436,000 lower than for 1995. If
the $11,739,000 pre-tax gain in 1995 is excluded, revenues increased $8,303,000
in 1996 as compared with 1995 operations. CORSEARCH revenue for the four and
one-half months in 1996 that it was owned by the Company was $2,706,000 and is
included in the information services segment. In addition, information services
revenue increased $4,019,000 consisting of increases in employment histories of
$960,000 from increased volumes; criminal records of $1,600,000 from increased
volumes and from a regional provider of criminal records acquired in 1996; motor
vehicle reports of $500,000, primarily from the higher revenue product "MVR
Express"; and most other pre-employment screening products also had higher
volumes and revenues in 1996. Exposition services revenue increased
approximately $7,250,000 in 1996 mainly attributable to registration services,
data management services and trade show publishing
15
<PAGE>
for several large bi-annual trade shows and conventions; an increase in price
for data management services in mid-1995 resulting in an average increase in
data management services revenue of approximately 30% in 1996; and an increase
in the number of trade show directories in 1996 from both bi-annual trade shows
and other new trade shows. Gaming media services, which was formerly the
publishing segment, revenue decreased approximately $5,500,000 as a result of
revenue related to the three trade journals sold effective July 1, 1995. An
increase in advertising pages and revenue for the remaining trade journal
partially offset the loss of revenue in 1996 from the three trade journals sold.
Operating costs are $649,000 higher in 1996, as compared with 1995.
Information services operating costs are $1,944,000 higher in 1996, as compared
with 1995, consisting of CORSEARCH operating costs of $1,038,000 for the four
and one-half months included in 1996 from the date of acquisition, cost
increases of $675,000 attributable to criminal record volume increases and cost
increases attributable to higher volumes of other pre-employment screening
products. Exposition services costs are $2,383,000 higher in 1996, as compared
with 1995, because of the increase in number of trade shows (both bi-annual and
annual) for registration services, data management services, convention
publishing services and directory publishing. Gaming media services costs
decreased $3,602,000 in 1996, as compared to 1995, resulting from costs related
to the three publications sold in 1995.
General and administrative expenses increased $3,366,000 in 1996, as
compared with 1995, consisting of information services increase of $1,750,000
which includes CORSEARCH expenses of $999,000 for four and one-half months and
an increase in expenses of pre-employment screening services of $751,000, mainly
a full year of personnel costs and related expenses for employees added
throughout 1995; exposition services increase of $882,000 in 1996, attributable
to additional employee costs (both full year costs for employees added in 1995
and new employees in 1996) and related expenses required for the continued
growth in number of trade shows, conventions and services and products; gaming
media services decrease of $357,000 attributable to the sale of three trade
journals in 1995; and corporate expense increase of approximately $1,100,000
resulting from the write-off of $450,000 in connection with the final settlement
with the buyer of Shopper's Guide of future amounts due the Company,
compensation recorded related to stock options granted and additional consulting
costs related to investor relations, acquisition search, and income tax
examinations.
Interest expense decreased $278,000 in 1996, as compared with 1995,
resulting from principal payments on debt during 1996 and lower average interest
rates on variable debt, reduced by interest on new debt related to the CORSEARCH
acquisition.
Depreciation and amortization increased $417,000 in 1996, as compared with
1995, of which $349,000 relates to CORSEARCH, for four and one-half months, for
both equipment depreciation and goodwill amortization. The balance of the
increase is related to capital expenditures for each operation, substantially
offset by lower gaming media services depreciation and amortization due to the
sale of the three trade journals in 1995.
16
<PAGE>
YEAR ENDED DECEMBER 31, 1995, VERSUS YEAR ENDED DECEMBER 31, 1994
Operations for the year ended December 31, 1995, have three major
variations from the same period ended December 31, 1994. First, the merger of
the Company and Tribune/Swab-Fox was completed in May, 1995, which is treated as
a downstream merger for accounting, tax and financial reporting purposes.
Accordingly, the Company was able to utilize substantially all of the income tax
net operating loss carryforward which Tribune/Swab-Fox had prior to the Merger,
and this significantly reduced the 1995 income tax provision. Second, the sale
of three G.E.M. trade journals effective July 1, 1995, resulted in a pre-tax
gain of $11,739,000 and as a result of such sale the gaming media services
segment for the last half of 1995 only included the International Gaming and
Wagering Business trade journal and the related conference and trade show, World
Gaming Congress. Third, operations of Galaxy, acquired effective March 1, 1994,
are included in exposition services for twelve months in 1995 as compared with
only ten months in 1994.
Revenues of $72,078,000 for 1995 were $15,159,000 higher than for 1994.
The major revenue increase is the $11,739,000 pre-tax gain on the sale of the
three G.E.M. trade journals. Exposition services revenue increased $5,534,000
in 1995, consisting of significant growth during the year and 1995 including two
more months of Galaxy's operations. Gaming media services (formerly publishing)
revenues decreased $5,174,000 in 1995 mainly as a result of the sale of the
three trade journals. Thus the last half of 1995, as compared with 1994,
included revenue from only one trade journal. An increase in advertising pages
and two new executive seminars (one in Europe) in 1995 partially offset the
decrease from the trade journals sold. Revenue from the World Gaming Congress
increased approximately $1,000,000 in 1995. Information services revenue
increased $2,859,000 in 1995 as compared with 1994 with a majority of the
increase relating to an increase in the volume of employment histories and
criminal records sold. Long distance telephone resale revenue was approximately
$725,000 lower 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.
Interest income related to the contract receivable from the World
Publishing Company is approximately $400,000 lower in 1995 because of continued
payments received on the contract receivable, although interest income on cash
received from the sale of the trade journals substantially offsets this
reduction.
17
<PAGE>
Operating costs were $4,596,000 higher in 1995, as compared with 1994.
Gaming media services (formerly publishing) costs and expenses were $2,228,000
lower in 1995, as compared with 1994. The decrease is related to the three
trade journals sold in 1995 partially offset by the costs related to the
European executive seminar, the costs related to the increase in advertising
pages, a significant increase in the cost of paper and a postal rate increase.
In addition, direct costs related to the World Gaming Congress increased as a
result of continued expansion of this trade show in 1995. Exposition services
costs and expenses were $4,401,000 higher in 1995, as compared with 1994.
Printing costs for the convention publishing business increased $1,025,000 in
1995 related to the higher cost of paper and an increase in the number of
conventions, directories and services provided. In 1995, both Galaxy and Atwood
had an increase in their number of personnel (approximately $2,000,000 increase
in combined personnel costs) in order to continue to provide high quality
service to their customers and to handle the increase in the number of trade
shows. Also, Galaxy was included in twelve months operations in 1995 versus ten
months in 1994. Information services costs and expenses were $2,423,000 higher
for 1995, as compared with 1994. The increases in costs are related primarily
to the new employment screening service of approximately $700,000, the increase
in criminal record volume of approximately $430,000, and additional personnel
related to higher volumes and new product development costs. Netted against
these increases is a decrease of approximately $500,000 in 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 approximately the same in 1995 as
in 1994. The reduction in expenses from the gaming media services division
during the last half of 1995, and the reduction of expenses resulting from the
Merger, as compared with 1994, were generally offset by Galaxy's general and
administrative expenses for the twelve months in 1995, as compared with ten
months in 1994, and the accrual for potential costs under the indemnity
provisions of the Termination Agreement between the Company, World and NPC as
related to settlement of lawsuits against World and NPC.
Interest expense increased $123,000 for 1995, as compared with 1994,
resulting from average interest rates on variable rate debt being 2 1/2% higher
(an approximate 35% increase in rate) during 1995, partially reduced by
principal payments on debt during the past year. Another factor is that, in
late May, 1995, the Company borrowed $2,000,000 under its bank lines of credit
in connection with the Merger and the related acquisition of equivalent shares
for cash, which borrowings were repaid in early August, 1995.
Depreciation and amortization increased $483,000 for 1995, as compared with
1994, substantially all related to the depreciable assets of Galaxy, both the
number of months Galaxy was included in each year and depreciation related to
Galaxy's 1994 and 1995 capital expenditures (which have a short depreciable
life) needed 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 net operating loss carryforwards and higher
tax basis in the trade journals sold reduced by
18
<PAGE>
goodwill amortization related to acquisitions not being deductible for income
tax purposes and state income taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash flow and line of credit have been sufficient to service
debt, provide working capital and finance necessary capital expenditures in the
ordinary course of operations. As the result of the sale of the trade journals
in 1995, the Company's current assets exceeded its current liabilities by
approximately $15,000,000 at January 1, 1996. Substantially all of the
Company's accumulated cash was expended in the CORSEARCH acquisition in August,
1996.
Anticipating a significant acquisition, and to provide liquidity for
operations and additional acquisitions, the Company entered into a Revolving
Credit Agreement, dated as of June 30, 1996, with BancFirst, an Oklahoma banking
association. Under the Revolving Credit Agreement, the Company has the ability
to borrow, on a revolving credit basis, up to $16,000,000 ($3,000,000 is
available for working capital purposes) at the Chase Manhattan base rate of
interest. At the election of the Company, outstanding amounts under the
Revolving Credit Agreement can be converted to four year term loans. As of
December 31, 1996, $500,000 ($1,000,000 as of March 7, 1997) was outstanding
under this line of credit, the Company having repaid amounts previously drawn to
complete the CORSEARCH acquisition.
The line of credit with BancFirst is scheduled to end as of June 30, 1997,
but the Company anticipates renegotiating such agreement, though the Company has
not determined what level of borrowing capacity it will ask BancFirst to
provide. There can be no assurance that the bank will renegotiate this
Revolving Credit Agreement. The Company believes it will have sufficient cash
flow to meet its non-acquisition requirements, including capital expenditures in
the ordinary course of operations, for 1997.
The Company anticipates that capital expenditures in 1997 will be
approximately $5,000,000, excluding any acquisitions. Other than the Company's
information services division, the primary capital expenditures will be for
computers, software, furniture and office equipment and to acquire additional
"reader boxes" at Galaxy. With regards to the information services division,
the Company will incur significant capital expenditures to develop the software
and purchase the computers for CORSEARCH to launch an on-line
trademark/tradename search business. TISI continues to offer its customers in
the trucking industry credits for providing employment information to be
utilized in its data base, which credits can be used against charges for future
services from such division. All of the credits earned are considered capital
expenditures for the acquisition of such data. The Company anticipates positive
cash flow from operations in 1997, even after the anticipated capital
expenditures for 1997. Thus, with the Company's available cash reserves, cash
flow and the lines of credit (which are anticipated to be renegotiated in 1997
at a level yet to be determined and requiring negotiations with the lender, as
noted above), the Company does not anticipate a need for capital during 1997
except for possible, and as yet unidentified, acquisitions. The Company has
announced its intention to vigorously pursue an acquisition strategy and, if
large enough acquisitions are made, additional capital may be required. The
Company would anticipate obtaining such additional capital on a transaction
19
<PAGE>
basis predicated on any particular acquisition requiring such additional
capital. Sources of financing for such acquisitions may include private or
public placements of debt or common stock or other equity securities of the
Company. The utilization of equity securities of the Company may have the effect
of diluting or reducing the market price for Company common stock. Failure to
acquire such additional capital would mean that the affected acquisition would
not be made.
INFLATION
The Company anticipates the effect of inflation on its operations during
1997 will be primarily limited to the effects which general inflation will have
on costs in most areas in which the Company operates.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SEE ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has not changed accountants since its inception nor had any
reported disagreement on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure since the
Company's inception.
20
<PAGE>
PART III
Items 10, 11, 12 and 13 are incorporated by reference to the Company's
definitive Proxy Statement for its 1997 Annual Meeting of Stockholders, which
will be filed no later than April 30, 1997.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The Consolidated Financial Statements listed in the accompanying
Index to Financial Statements are filed as a part of this Form 10-K.
2. Financial Statement Schedules
The Financial Statement Schedules are not submitted as the required
information is immaterial, inapplicable or is included in the
Consolidated Financial Statements or notes thereto filed as a part
of this Form 10-K.
3. Exhibits and Reports on Form 8-K
The following exhibits are included as a part of or incorporated by
reference into this Form 10-K:
2.1 Agreement and Plan of Merger, dated January 25, 1995, between the
Company and Tribune/Swab-Fox and Amendment No. 1 to Agreement and
Plan of Merger, dated March 3, 1995, between the Company and
Tribune/Swab-Fox (incorporated by reference to Appendix A to the
Joint Proxy Statement and Prospectus forming a part of the Company's
Registration Statement on Form S-4, No. 33-57587).
3.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1, No. 33-27811, effective June 8, 1989 (the "S-1
Registration Statement")).
3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to
S-1 Registration Statement).
10.1 Retirement Agreement, effective August 1, 1993, by and among G.
Douglas Fox, the Company and Tribune/Swab-Fox (incorporated by
reference to the Company's report on Form 10-Q for the quarter ended
June 30, 1993).
10.2 Retirement Agreement, dated December 14, 1994, by and among Robert
J. Swab, the Company and Tribune/Swab-Fox (incorporated by reference
to Exhibit 10.19 of Tribune/Swab-Fox's Annual Report on Form 10-K
for the year ended December 31, 1994).
21
<PAGE>
10.3 Amendment and Termination Agreement, dated July 31, 1992, and
exhibits, by and among Tulsa Tribune Company, World Publishing
Company and NPC (incorporated by reference to Exhibit 1 to the
Company's report on Form 8-K dated September 30, 1992).
10.4 Covenant for Continued Payments, dated September 30, 1992, by World
Publishing Company in favor of Tulsa Tribune Company (incorporated
by reference to Exhibit 2(vi) to the Company's report on Form 8-K
dated September 30, 1992).
10.5* T/SF Communications Corporation 1994 Incentive Stock Plan
(incorporated by reference to Exhibit A to the Company's Proxy
Statement for Annual Meeting of Stockholders dated May 23, 1994).
10.6* T/SF Communications Corporation Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.1 to the S-1 Registration
Statement).
10.7* T/SF Communications Corporation Incentive Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the S-1 Registration
Statement).
10.8 Settlement Agreement, dated and effective December 12, 1995, closed
January 2, 1996, between the Company and Robert J. Swab
(incorporated by reference to Exhibit 10.18 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995).
10.9 Operating Agreement for 1995 Land Company, L.L.C., dated December
20, 1994, by and among John C. Bumgarner, Jr., and Tribune/Swab-Fox
(incorporated by reference to Exhibit 10.20 of Tribune/Swab-Fox's
Annual Report on Form 10-K for the year ended December 31, 1994).
10.10 Asset Purchase Agreement, dated June 16, 1995, between BMT
Communications, Inc., and Trade Publishing L.L.C., (incorporated by
reference to Exhibit 10.4 to the Company's report on Form 10-Q for
the quarter ended June 30, 1995).
10.11 Memorandum of Closing and Amendment to Agreement, dated August 2,
1995, between BMT Communications, Inc. and Trade Publishing
L.L.C.(incorporated by reference to Exhibit 10.5 to the Company's
report on Form 10-Q for the quarter ended June 30, 1995).
10.12 Letter Agreement, dated August 14, 1995, by and between the Company
and The Prudential Insurance Company of America (incorporated by
reference to Exhibit 2.3 to the Company's report on Form 8-K dated
August 2, 1995).
10.13 Revolving Credit Agreement, dated as of June 30, 1996, between and
among T/SF Communications Corporation, a Delaware corporation, and
T/SF Investment Co., a wholly-owned subsidiary of T/SF
Communications Corporation, a Delaware corporation, as Borrowers,
and BancFirst, a state
22
<PAGE>
banking association, as Lender (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 1996).
10.14 Pledge Agreement, dated as of June 30, 1996, between T/SF
Communications Corporation, as Pledgor, and BancFirst (incorporated
by reference to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the Quarter Ended June 30, 1996).
10.15 Pledge Agreement, dated as of June 30, 1996, between T/SF
Investment Co., as Pledgor, and BancFirst (incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q for the Quarter Ended June 30, 1996).
10.16 Stock Purchase Agreement, dated as of August 15, 1996, by and among
T/SF Investment Co., a Delaware corporation, and the shareholders
of CORSEARCH, Inc., a Delaware corporation (incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-
K, dated August 30, 1996, with respect to events occurring on
August 15, 1996, amended October 29, 1996).
10.17*Employment Agreement, dated August 15, 1996, by and between
CORSEARCH, Inc., and Robert Frank (incorporated by reference to
Exhibit 99.1 to the Company's Current Report on Form 8-K, dated
August 30, 1996, with respect to events occurring on August 15,
1996).
11. Computations of earnings per share for the years ended December 31,
1996, 1995 and 1994 (filed herewith).
21. Subsidiaries of the Company (filed herewith).
23. Consent of Arthur Andersen LLP (filed herewith).
27. Financial Data Schedule (filed herewith).
_________________________
* Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
During the quarter ended December 31, 1996, the Company filed on
October 29, 1996, Amendment No. 1 to Current Report on Form 8-K, dated
August 30, 1996, with respect to events occurring on August 15, 1996
(acquisition of CORSEARCH), to include financial statements as
required by Item 7 with respect to the acquisition of CORSEARCH.
23
<PAGE>
SIGNATURES
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.
Dated: March 12, 1997 T/SF COMMUNICATIONS CORPORATION
By: /s/ Howard G. Barnett, Jr.
--------------------------------------
Howard G. Barnett, Jr., Chairman,
Chief Executive Officer and President
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
By: /s/ Howard G. Barnett, Jr. Chairman, Chief Executive Officer, March 12, 1997
--------------------------
Howard G. Barnett, Jr. President and Director
By: /s/ J. Gary Mourton Senior Vice President, Chief Financial March 12, 1997
-------------------
J. Gary Mourton Officer and Chief Accounting Officer
By: /s/ Mark A. Leavitt Director March 12, 1997
-------------------
Mark A. Leavitt
By: /s/ Martin F. Beck Director March 12, 1997
------------------
Martin F. Beck
By: /s/ William N. Griggs Director March 12, 1997
---------------------
William N. Griggs
By: /s/ David Lloyd Jones Director March 12, 1997
---------------------
David Lloyd Jones
By: /s/ Robert E. Craine, Jr. Executive Vice President and Director March 12, 1997
--------------------------
Robert E. Craine, Jr.
By: /s/ Jenk Jones Jr. Director March 12, 1997
-----------------
Jenk Jones Jr.
By: /s/ Martin A. Vaughan Director March 12, 1997
---------------------
Martin A. Vaughan
By: /s/ Robert J. Swab Director March 12, 1997
------------------
Robert J. Swab
</TABLE>
24
<PAGE>
T/SF COMMUNICATIONS CORPORATION
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
Page
Report of Independent Public Accountants............................... F-2
Consolidated Balance Sheets as of
December 31, 1996 and 1995.......................................... F-3
Consolidated Statements of Operations for the
years ended December 31, 1996, 1995 and 1994........................ F-5
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1996, 1995 and 1994................ F-6
Consolidated Statements of Cash Flows for the
years ended December 31, 1996, 1995 and 1994........................ F-8
Notes to Consolidated Financial Statements............................. F-10
The required schedules are not submitted as they are immaterial or
inapplicable or because the required information is included in the Consolidated
Financial Statements or notes thereto.
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
T/SF Communications Corporation:
We have audited the accompanying consolidated balance sheets of T/SF
Communications Corporation (a Delaware corporation) and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of T/SF Communications
Corporation and subsidiaries as of December 31, 1996 and 1995, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
February 21, 1997
F-2
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
<TABLE>
<CAPTION> December 31,
1,996 1,995
--------- --------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 2,257 $ 13,383
Short-term investments 0 1,000
Accounts receivable, less reserve for doubtful accounts
of $412 in 1996 and $516 in 1995 10,194 8,209
Inventories (Note 1) 193 181
Deferred tax assets (Notes 1 and 6) 896 494
Current contract receivable and other current assets 2,604 3,050
Refundable income taxes 2,102 3,239
-------- --------
Total current assets 18,246 29,556
-------- --------
CONTRACT AND NOTES RECEIVABLE AND INVESTMENTS 1,203 2,721
-------- --------
PROPERTY, PLANT AND EQUIPMENT, AT COST:
(Notes 1 and 4):
Exposition equipment 3,107 2,987
Data processing and office furniture and equipment 8,635 6,653
-------- --------
11,742 9,640
Less - accumulated depreciation 7,182 4,739
-------- --------
4,560 4,901
-------- --------
DEFERRED TAX ASSETS (Note 6) 578 1,456
-------- --------
INTANGIBLES AND OTHER ASSETS, NET (Notes 1 and 2) 31,395 14,810
-------- --------
$ 55,982 $ 53,444
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-3
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
December 31,
1996 1995
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Notes payable (Note 5) $ 500 $ -
Accounts payable 3,496 4,200
Accrued liabilities (Note 11) 5,028 5,509
Deferred revenue 2,343 3,255
Current portion of long-term debt (Note 5) 1,133 1,266
------- -------
Total current liabilities 12,500 14,230
------- -------
LONG-TERM DEBT (Note 5) 3,493 4,529
------- -------
DEFERRED CONTRACT LIABILITIES AND CREDITS 1,803 2,199
------- -------
COMMITMENTS AND CONTINGENCIES (Note 8)
Stockholders' Equity, per accompanying statement
(Notes 1, 7 and 9):
Preferred stock, $10 par value,
1,000 shares authorized - -
Common stock, $.10 par value,
10,000 shares authorized 332 332
Additional paid-in capital 13,754 13,475
Retained earnings 24,100 18,679
------- -------
Total stockholders' equity 38,186 32,486
------- -------
$55,982 $53,444
======= =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
REVENUES (Notes 1, 2 and 3):
Operating revenues $ 66,816 $ 59,805 $ 54,054
Interest and other income 1,478 1,039 2,163
Gain on sale of assets, net 348 11,234 702
-------- -------- -------
68,642 72,078 56,919
-------- -------- -------
COSTS AND EXPENSES (Notes 1, 2, 3 and 4):
Operating costs 40,314 39,665 35,069
General and administrative 15,207 11,841 11,862
Interest 581 859 736
Depreciation and amortization 4,018 3,601 3,118
-------- -------- -------
60,120 55,966 50,785
-------- -------- -------
INCOME BEFORE INCOME TAXES 8,522 16,112 6,134
INCOME TAX PROVISION (Notes 1 and 6) (3,101) (58) (2,589)
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES (Note 1) - (266) (981)
-------- -------- -------
Income from continuing operations 5,421 15,788 2,564
DISCONTINUED OPERATIONS, net (Note 4) - 37 (2,816)
-------- -------- -------
NET INCOME (LOSS) 5,421 15,825 (252)
DIVIDENDS ON PREFERRED SHARES - - (139)
-------- -------- -------
INCOME (LOSS) APPLICABLE TO COMMON SHARES $ 5,421 $ 15,825 $ (391)
======== ======== =======
EARNINGS (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE (Note 1):
Continuing operations $ 1.53 $ 4.19 $ 0.65
Discontinued operations - 0.01 (0.75)
-------- -------- -------
$ 1.53 $ 4.20 $ (0.10)
======== ======== =======
Cash dividends per common share $ - $ 0.27 $ -
======== ======== =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Preferred Stock:
Beginning balance $ - $ - $ 459
Conversion and redemption of preferred stock - - (459)
------- ------- -------
Balance at end of year - - -
Common Stock:
Beginning balance 332 342 336
Conversion of preferred stock - - 17
Conversion of Class B common stock - 46 -
Issuance of common stock 1 - -
Retirement of common stock (1) (165) (2)
Retirement of stock held by subsidiary - (9) -
Acquisition of outside minority interest through merger - 109 -
Reclassification of common stock subject to put - 9 (9)
------- ------- -------
Balance at end of year 332 332 342
------- ------- -------
Common Stock, Class B:
Balance at end of year - - 46
------- ------- -------
Additional Paid-in Capital:
Beginning balance 13,475 20,128 21,879
Conversion and redemption of preferred stock - - (1,077)
Issuance of common stock 111 43 -
Retirement of common stock (196) (13,342) (158)
Retirement of stock held by subsidiary - (556) -
Acquisition of outside minority interest through merger - 6,686 -
Compensation recognized on stock option grants 364 - -
Reclassification of common stock subject to put - 516 (516)
------- ------- -------
Balance at end of year 13,754 13,475 20,128
------- ------- -------
Retained Earnings:
Beginning balance 18,679 3,904 4,295
Net income (loss) 5,421 15,825 (252)
Cash dividends paid - (1,050) (139)
------- ------- -------
Balance at end of year 24,100 18,679 3,904
------- ------- -------
Less stock of parent company held by subsidiary - - (565)
------- ------- -------
$ 38,186 $ 32,486 $ 23,855
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Continued
(In thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
------- ------- --------
<S> <C> <C> <C>
Preferred Shares:
Beginning balance - - 46
Conversion and redemption of preferred stock - - (46)
------- ------- --------
Balance at end of year - - -
======= ======= ========
Common Shares:
Beginning balance 3,318 3,424 3363
Conversion of preferred stock - - 174
Conversion of Class B common stock - 464 -
Retirement of common stock (1) (1,654) (25)
Retirement of stock held by subsidiary - (95) -
Issuance of common stock 1 4 -
Acquisition of outside minority interest through merger - 1,087 -
Reclassification of common stock subject to put - 88 (88)
------- ------- -------
Balance at end of year 3,318 3,318 3424
======= ======= =======
Common Shares, Class B:
Balance at end of year - - 464
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-7
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
-------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 5,421 $ 15,825 $ (252)
-------- --------- ---------
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 4,018 3,601 3,163
Accretion of interest expense 282 133 47
Gain on sale of assets (348) (11,234) (702)
Reserves provided on investments 425 8 2,812
Compensation recognized on stock option grants 364 - -
Changes in assets and liabilities:
Accounts receivable and refundable
income taxes (483) (3,686) (1,907)
Inventories (12) 187 (213)
Current contract receivable and
other current assets 390 (816) (399)
Intangibles and other assets (160) (282) 77
Accounts payable and accrued liabilities (1,389) (1,006) 1,877
Deferred revenue (912) 383 266
Deferred income taxes 309 (641) (343)
Minority interests - 266 981
-------- --------- ---------
Total adjustments 2,484 (13,087) 5,659
-------- --------- ---------
Net cash provided by operating activities 7,905 2,738 5,407
-------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-8
<PAGE>
T/SF COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Continued
(In thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
------- ------ ------
<S> <C> <C> <C>
Cash flows from investing activities:
Net sales (purchases) of short-term investments 1,000 1,000 (2,000)
Collections on contract and notes receivable 1,372 6,538 5,033
Investments, net of distributions (212) (315) (165)
Capital expenditures (2,641) (2,589) (3,254)
Proceeds from the sale of assets 772 18,816 8,983
Payments for acquisitions, net of cash acquired (15,691) - (1,114)
Payments on deferred contract liabilities (685) (616) (502)
------- ------ ------
Net cash provided by (used in) investing activities (16,085) 22,834 6,981
------- ------ ------
Cash flows from financing activities:
Payments of notes payable, net - - (151)
Principal payments of long-term debt (3,361) (2,477) (6,378)
Borrowings under bank lines-of-credit 3,500 2,900 3,300
Payments under bank lines-of-credit (3,000) (2,900) (3,300)
Issuance of common stock 111 43 347
Repurchase of common stock (196) (13,290) (2,770)
Redemption of preferred stock - - (1,520)
Dividends paid - (1,050) (139)
------- ------ ------
Net cash used in financing activities (2,946) (16,774) (10,611)
------- ------ ------
Net increase (decrease) in cash
and cash equivalents (11,126) 8,798 1,777
Cash and cash equivalents at beginning of year 13,383 4,585 2,808
------- ------ ------
Cash and cash equivalents at end of year $ 2,257 $ 13,383 $ 4,585
======= ====== ======
Supplemental disclosures of cash
flow information:
Cash paid for:
Interest $ 294 $ 642 $ 1,039
Income taxes 3,845 3,168 2,783
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
F-9
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS
T/SF Communications Corporation and subsidiaries (collectively, the
"Company", unless the context indicates otherwise) are engaged in providing
media services to the gaming industry with trade magazines, newsletters,
conferences and a trade show; providing exposition services, primarily
registration, lead management and publication (primarily convention/trade show
newspapers and directories) services; and providing information services in the
form of pre-employment information, primarily for the insurance and trucking
industries, and trademark/tradename research.
On January 25, 1995, the Company entered into an Agreement and Plan of
Merger, as amended, with Tribune/Swab-Fox Companies, Inc. ("Tribune/Swab-Fox")
whereby, subject to approval of the Company and Tribune/Swab-Fox stockholders
(the Company was a 78 percent owned subsidiary of Tribune/Swab-Fox),
Tribune/Swab-Fox would be merged with and into the Company. 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 the Company, for accounting purposes the Merger has been treated
as a recapitalization of Tribune/Swab-Fox, with Tribune/Swab-Fox as the survivor
(downstream merger). Thus, for financial reporting purposes, Tribune/Swab-Fox
is the acquiring and surviving entity. Accordingly, the historical financial
statements of the Company, as the surviving entity, are those historical
financial statements of Tribune/Swab-Fox. Earnings per share for the periods
prior to the Merger are restated to reflect the number of equivalent shares
giving effect to the recapitalization. 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.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its majority-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation. Minority interest
represents the minority stockholders' interest in the Company prior to the
Merger.
F-10
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
INVENTORIES
Inventories are recorded at the lower of cost or market determined on
first-in, first-out and average cost methods.
DEPRECIATION
Depreciation of property, plant and equipment is provided using the
straight-line method based on estimated useful lives ranging from three to 25
years.
INTANGIBLES AND OTHER ASSETS
Intangibles and other assets include mainly goodwill related to
acquisitions and credits granted for truck driver employment information files.
These assets are being amortized over periods of 3 1/2 to 30 years and consist
of the following:
<TABLE>
<CAPTION>
Amortization December 31,
Period 1996 1995
------ ---- ----
(In thousands)
<S> <C> <C> <C>
Goodwill 30 years $30,857 $13,663
Employment information costs and
other 3 1/2- 11 years 5,192 4,046
Covenants-not-to-compete and
consulting agreements 5-10 years 895 1,273
------- -------
36,944 18,982
Accumulated amortization (5,549) (4,172)
------- -------
$31,395 $14,810
======= =======
</TABLE>
Goodwill impairment is assessed at each balance sheet date based upon a
review of the acquired entity's operations as to income, growth of income in
relation to the expected growth of income when acquired and, if the entity is
considered for sale, estimated realizable value. Valuation reserves are
provided if the carrying value of acquired goodwill is determined to be
permanently impaired.
F-11
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
REVENUE RECOGNITION
Revenues from information services are net of the cost of charges from
state motor vehicle record departments which are incurred by the Company as an
agent for its customers. As provided in the agreements with customers, the
Company charges a fee for its service and is also reimbursed for state charges.
Exposition services revenues are recognized when the services are provided.
Advertising revenues from publishing are recognized when each publication
is published and distributed. Subscription revenue is recognized ratably over
the subscription period.
Trademark research revenues are recognized when the research is completed
and reports transmitted to the client.
INCOME TAXES
The Company accounts for income taxes under SFAS No. 109 which requires an
asset and liability approach to financial accounting and reporting. The
difference between the financial statement and tax bases of assets and
liabilities is determined annually. Deferred income tax assets and liabilities
are computed for those differences that have future tax consequences using
currently enacted tax laws and rates that apply to the periods in which they are
expected to affect taxable income.
POSTRETIREMENT BENEFITS
No postretirement medical or insurance benefits are offered to any
employees.
STATEMENTS OF CASH FLOWS
For purposes of the statements of cash flows, all highly liquid debt
instruments purchased with a maturity of three months or less are considered to
be cash equivalents.
EARNINGS (LOSS) PER COMMON SHARE
Earnings (loss) per common and common equivalent share are computed by
dividing net income (loss), adjusted for dividends on preferred stock and before
deduction of interest expense (net of tax) on certain previously outstanding
Tribune/Swab-Fox subordinated convertible debentures, by the weighted average
number of common and common equivalent shares, when dilutive, outstanding during
the year. Outstanding incentive stock options, warrants and common shares
F-12
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
that would be issued assuming the previously outstanding Tribune/Swab-Fox 6 1/2
percent convertible preferred shares and the 11 percent subordinated convertible
debentures due in 1997 were converted into common stock are considered common
stock equivalents and, when dilutive, are included in the calculation of
earnings (loss) per common share.
The weighted average number of common and common equivalent shares
outstanding was 3,543,000 in 1996, 3,766,000 in 1995, and 3,733,000 in 1994.
Common shares that would be issued assuming conversion of the previously
outstanding Tribune/Swab-Fox new senior preferred shares and the 11 percent
subordinated convertible debentures due in 1998 were not included in the
calculations for the applicable years since the effect would have been
antidilutive. The above shares for 1995 and 1994 are as if converted into the
Company's shares at 0.1255 of a share for each previous outstanding share of
Tribune/Swab-Fox.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles 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 financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. ACQUISITIONS:
CORSEARCH, INC. ("CORSEARCH")
On August 15, 1996, the Company acquired all of the issued and outstanding
capital stock of CORSEARCH, a leading provider of trademark and tradename
research and information services, using both proprietary and public databases.
The Company paid $14,400,000 in cash, $900,000 in notes and assumed
approximately $1,300,000 in additional non-operating liabilities. In addition,
the Company agreed to pay additional consideration in 2000 and 2001 to the two
senior managers/stockholders of CORSEARCH predicated upon CORSEARCH achieving
certain pre-tax income levels in the years 1997, 1998 and 1999. The minimum
additional consideration to be paid in 2000 and 2001 is $1,500,000 which has
been discounted at a rate of 8 1/2% and recorded in long-term debt as of
December 31, 1996. Costs in excess of assets acquired were approximately
$16,750,000 and are recorded in "Other Assets".
In connection with the closing of the transaction, the two senior managers
entered into employment agreements with CORSEARCH through December 31, 1999,
which provide for base salaries, bonuses based on achieving escalating income
targets and covenants-not-to-compete.
F-13
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
Unaudited pro forma results of operations, had the CORSEARCH acquisition
occurred on January 1, 1996, with respect to 1996 are revenues of $72,834,000;
income from continuing operations of $5,529,000; and earnings (loss) per common
share from continuing operations of $1.56. This unaudited pro forma information
is presented in response to applicable accounting rules and is not necessarily
indicative of the actual results that would have been achieved had the CORSEARCH
acquisition occurred on January 1, 1996.
GALAXY REGISTRATION, INC. ("GALAXY")
Effective March 1, 1994, the Company completed the acquisition of Galaxy, a
provider, on a national basis, of registration, information and marketing
services to the convention/trade show industry. The Company acquired Galaxy
with the payment of $1,200,000 in cash plus a note payable for $900,000. If
certain earnings targets were achieved, the former principal owner of Galaxy,
who was employed as President and Chief Operating Officer of Galaxy, would
receive additional payments not to exceed $2,900,000 by 1997. In connection
with this transaction, on March 17, 1994, the former principal owner of Galaxy
purchased 75,000 shares of the Company's Common Stock at $4.625 per share for a
total purchase price of $346,875. A covenant-not-to-compete and an employment
agreement were also entered into with the former principal owner. The earnings
target for 1994 was achieved and the Company accrued $300,000 of purchase price
adjustments payable to the former owner. In 1995, the agreement with the former
principal owner was amended to provide that substantially all of the additional
purchase price would be paid over the period set forth in the acquisition
agreement. The additional purchase price was discounted and recorded as
additional goodwill in 1995. In addition, the former owner earned $100,000 of
incentive compensation in both of the periods ended December 31, 1995 and 1994,
which was expensed each year.
Unaudited pro forma results of operations, had the Galaxy acquisition
occurred on January 1, 1994, with respect to 1994, are revenues of $58,469,000;
income from continuing operations of $2,726,000 and earnings (loss) per common
share from continuing operations of $0.73. This unaudited pro forma information
is presented in response to applicable accounting rules and is not necessarily
indicative of the actual results that would have been achieved had the Galaxy
acquisition occurred on January 1, 1994, with respect to the 1994 information.
F-14
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
3. DISPOSITION OF ASSETS:
In 1994, the Company's Board of Directors authorized the sale of three of
the Company's trade journals. An Asset Purchase Agreement was signed 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 assets" in 1995 in the statement of
operations includes the $11,739,000 pre-tax gain from this transaction.
On April 30, 1994, the Company sold the assets of Shopper's Guide, Inc. The
Company received $1,750,000 in cash, a $1,100,000 cash payment for post-closing
adjustments, and the buyer assumed certain liabilities totaling $930,000. The
Company also received the right to receive a maximum of $3,450,000 out of future
cash flow from the business conducted with the assets sold, as defined, over the
next five years and after the buyer receives a certain sum. In addition, the
Company entered into a five year covenant-not-to-compete in exchange for
$750,000 in cash. No gain or loss was recorded on the sale or in connection with
the covenant-not-to-compete. In 1996, the Company received $200,000 from the
buyer as final settlement of the future payments. A loss of approximately
$500,000 was recognized in 1996 related to this final settlement.
4. REAL ESTATE:
Effective November 30, 1994, Tribune/Swab-Fox's Board of Directors approved
a plan to dispose of the remaining real estate operations. As a result, the
real estate business was reclassified as discontinued operations and the sale of
these discontinued assets in 1995 resulted in a nominal net gain. Prior to the
Merger, Tribune/Swab-Fox and the Company filed separate income tax returns. Due
to Tribune/Swab-Fox's history of losses, no deferred tax asset was recognized
related to net operating loss carryforwards. Therefore, no income tax benefit
was recognized on the real estate business losses. The following summarizes the
components of the loss from discontinued operations:
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994
---- ----
(In thousands)
<S> <C> <C>
Revenues $ 100 $ 589
Costs and expenses (63) (3,405)
----- -------
Income (loss) from discontinued $ 37 $(2,816)
operations ===== =======
</TABLE>
On December 30, 1994, three significant parcels of raw land were sold to
1995 Land Company L.L.C., an Oklahoma limited liability company ("1995 Land
Company"), for $1,386,650, including cash of $600,000 and a note receivable of
$786,350 which was paid in early 1995. 1995 Land Company is owned 49.99 percent
by the Company, but the funding for the purchase was provided through a loan
from the owner of the remaining 50.01 percent, who oversees, manages and funds
the development and sale of these properties.
F-15
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
In March, 1995, the Company entered into an Acquisition Agreement with
Midwest Energy Companies, Inc. ("MECI"), which is indirectly controlled by a
director of the Company. Under the agreement approximately 900 acres of raw
land, with a book value of $1,650,000 at December 31, 1994, was exchanged for
7,422,773 shares of MECI common stock.
As a part of the liquidation plan, periodic reviews of the market value for
each property were made and a write-down of the real estate assets of
approximately $2,800,000 was recognized in 1994. This write-down is reflected
in "costs and expenses" in the table above and included in discontinued
operations.
5. LONG-TERM DEBT:
Long-term debt outstanding consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
1996 1995
---- ----
(In thousands)
<S> <C> <C>
Note payable under Galaxy Purchase
Agreement, discounted at 8.5%, annual
payments per agreement with final
payment in April, 2000. $ 1,859 $ 1,898
Note payable under CORSEARCH Purchase
Agreement, discounted at 8.5%, payable
in equal annual payments in 2000 and
2001. 1,130 --
Promissory Notes, unsecured, payable
semi-annually, plus interest, through
August 15, 1999, interest rate adjusts
one percent below the base rate of
Citibank, N.A. (8.25% at December 31,
1996). 900 --
Promissory Notes, unsecured, payable
quarterly, plus interest, through
December, 2000, interest rate adjusts
semi-annually to the base rate of
Chase Manhattan Bank (8.25% at
December 31, 1996). 332 3,034
7.5% Promissory Notes, unsecured,
annual payments of $155,000, plus
interest, with final payments in
August, 1998, and March, 1999. 330 484
Other. 75 379
------- -------
4,626 5,795
Less portion due within one year (1,133) (1,266)
------- -------
$ 3,493 $ 4,529
======= =======
</TABLE>
F-16
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
Installments due on long-term debt during each of the five years subsequent
to December 31, 1996, are as follows:
<TABLE>
<CAPTION>
(In thousands)
<S> <C>
1997 $1,133
1998 963
1999 898
2000 1,252
2001 380
------
$4,626
======
</TABLE>
At December 31, 1996, the Company has a revolving credit arrangement with a
bank which allows the Company to borrow up to $16,000,000 and at the Company's
election can be converted into a four-year term loan. A balance of $500,000 was
outstanding under this arrangement at December 31, 1996. Common stock of the
Company's operating subsidiaries, except CORSEARCH, is pledged as collateral
under this revolving credit arrangement, which also provides for various
covenants including restricting the payment of dividends in any fiscal year to a
maximum of $2,000,000. Interest on amounts borrowed is payable monthly at the
Chase Manhattan base rate (8.25 percent at December 31, 1996). A one-quarter
(1/4) percent per annum fee is payable to the bank on the unused portion of the
credit facility.
F-17
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
6. INCOME TAXES:
The provision for income taxes is comprised of the following:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Current:
Federal $2,487 $( 679) $2,600
State 305 1,378 332
------ ------- ------
2,792 699 2,932
------ ------- ------
Deferred:
Federal 266 ( 521) ( 339)
State 43 ( 120) ( 4)
------ ------- ------
309 ( 641) ( 343)
------ ------- ------
$3,101 $ 58 $2,589
====== ======= ======
</TABLE>
The reconciliation of income tax computed at the federal statutory rate
(34%) to income tax expense is as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Income tax provision at statutory rates $2,897 $ 5,478 $ 1,128
Amortization of acquired assets not
deductible for income tax purposes 262 193 224
Losses without tax benefit -- -- 1,061
Utilization of losses previously
subject to valuation allowance -- (3,570) --
Excess of tax basis of assets sold over
book basis, not previously tax effected -- (1,591) ( 36)
State income taxes 232 ( 428) 217
Reduction in previously provided taxes
related to settlement of tax examinations (300) -- --
Other 10 ( 24) ( 5)
------ ------- ------
$3,101 $ 58 $ 2,589
====== ======= =======
</TABLE>
F-18
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
Significant components of deferred tax assets and liabilities are as
follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
---- ----
(In thousands)
<S> <C> <C>
Deferred tax assets:
Income recognized in different
accounting period for income tax
purposes $ 236 $1,028
Deferred severance benefits payable 686 805
Reserves on assets 343 293
Accrued expenses deductible when paid 606 304
Fixed asset basis differences 100 --
------ ------
Deferred tax assets 1,971 2,430
------ ------
Deferred tax liabilities:
Fixed asset basis differences -- ( 144)
Unusual gain recognized in different
accounting period for income tax -- ( 336)
reporting purposes
Other asset basis difference ( 497) --
------ ------
Deferred tax liabilities ( 497) ( 480)
------ ------
Net deferred tax assets $1,474 $1,950
====== ======
</TABLE>
Net deferred tax assets are reflected on the accompanying balance sheets as
follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
---- ----
(In thousands)
<S> <C> <C>
Current assets - Deferred tax assets $ 896 $ 494
Long-term - Deferred tax assets 578 1,456
------ ------
$1,474 $1,950
====== ======
</TABLE>
Subsequent to December 31, 1996, the Company was notified by the taxing
authority of a state that the income tax refund receivable from the state would
be contested and was also notified by the taxing authority of a second state of
proposed adjustments to certain prior years' income taxes paid. Management
believes that the tax positions taken by the Company were correct and that the
amounts included in "refundable income taxes" in the consolidated balance sheet
as of December 31, 1996, will ultimately be received and that adjustments, if
any, for income taxes will not be material to the consolidated financial
statements.
F-19
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
7. CAPITAL STOCK:
The Company has authorized 10,000,000 shares of $0.10 par value Common
Stock and 1,000,000 shares of $10.00 par value preferred stock. No shares of
preferred stock have been issued. (Reference is made to Note 1 for the capital
stock transactions in connection with the Merger.)
In 1996, 1995 and 1994, the Company purchased and retired 7,900 shares
($24.94 per share), 78,819 shares ($10.50 and $5.48 per share), and 25,000
shares ($6.37 per share), respectively, of its Common Stock owned by certain
officers and directors. As part of these transactions, the Company received
payments on loans of $300,000 in 1995 and $24,000 in 1994.
Capital stock transactions prior to the Merger included conversion, in
December, 1994, of the 6 1/2 percent Cumulative Convertible Preferred Stock of
Tribune/Swab-Fox into 1,386,675 common shares (174,027 equivalent shares) and
redemption of the remaining outstanding preferred stocks for approximately
$1,520,000 which were the 1,400 shares of Class A Preferred Stock redeemed at a
price of $110 per share and the 13,657 shares of New Senior Preferred Stock
redeemed at $100 per share.
The Tribune/Swab-Fox incentive stock option plan was terminated as part of
the Merger. No options were outstanding under this plan.
The Company's incentive stock option plan authorizes an aggregate of 150,000
shares of the Company's Common Stock which may be granted to key employees.
Options for 118,000 shares were outstanding at December 31, 1996, at option
prices ranging from $5.50 to $15.00 per share. During 1996, options for 103,000
shares were granted. No options were exercised and options for 5,000 shares
were canceled. Options are granted at the discretion of the Board of Directors'
Compensation Committee at a minimum exercise price of 100 percent of the market
value of the Company's Common Stock at the date of grant.
In January, 1994, the Company's Board of Directors approved the 1994
Incentive Stock Plan which permits the grant of stock options and awards of
restricted stock to executives and key employees. Pursuant to various bonus and
incentive plans, the Company awarded 29,186 shares of restricted stock at $6.25
and $4.94 per share in April, 1995 and May, 1995, as part of incentives which
were accrued in 1994. These restricted shares vest three years from the
effective date of the grant. Options for 50,000 shares were granted in 1996 at
option prices ranging from $13.88 to $24.00 per share, options for 15,000 shares
were granted in 1995 at an option price of $6.00 per share and options for
202,500 shares were granted in 1994 at an option price of $4.25 per share. The
options were granted at the market price of the Company's Common Stock at the
effective date of the grant, expire in 2001 through 2006 and vest 100 percent in
1997 through 1999.
F-20
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
An Employee Stock Purchase Plan has been approved and 100,000 shares of
Common Stock have been allocated for this plan. No shares have been issued
under this plan. In 1995, the Company's Board of Directors approved the
matching of 20 percent of each employee's contributions (limited to 5 percent
maximum employee contribution) to the qualified 401(k) defined contribution plan
with the Company's Common Stock and 50,000 shares of Common Stock have been
allocated for this plan. During 1996 and 1995, 6,247 shares and 3,852 shares
were issued to the 401(k) plan as matching contributions.
The Company has adopted the disclosure-only provision of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock - Based
Compensation" (SFAS No. 123). SFAS No. 123 established financial accounting and
reporting standards for stock-based compensation plans and to transactions in
which an entity issues its equity instruments to acquire goods and services from
non-employees. Since the effect of SFAS No. 123 is not material, the Company
has made no disclosure of pro forma net income and earnings per share as if SFAS
No. 123 had been adopted.
8. COMMITMENTS AND CONTINGENCIES:
Operating lease agreements of the Company are principally for office
facilities and equipment and expire at various dates through 2009. Rent expense
in 1996, 1995 and 1994 under operating leases was approximately $1,190,000,
$1,080,000 and $924,000, respectively.
As of December 31, 1996, future minimum lease payments are as follows:
<TABLE>
<CAPTION>
Year Ending Minimum Lease
December 31, Payments
-------------- -------------
(In thousands)
<S> <C>
1997 $1,344
1998 1,290
1999 982
2000 644
2001 407
Thereafter 3,018
------
$7,685
======
</TABLE>
The Company has employment agreements with five key employees of the
Company and its subsidiaries which provide for individual compensation ranging
from $43,000 to $225,000 annually ($605,000 annually in the aggregate) and
expire at various dates through 1999.
F-21
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
The Company is a defendant in certain litigation arising out of operations
in the normal course of business. However, it is the opinion of management that
the ultimate liabilities relating thereto, if any, will not have a material
adverse effect on the financial position or results of operations of the
Company.
9. RELATED PARTY TRANSACTIONS:
Effective December 31, 1994, the Chairman of the Executive Committee of
Tribune/Swab-Fox retired. Deferred compensation expense of approximately
$277,000 was recorded in 1994 related to this retirement. In addition, the
Company acquired 25,100 shares of Common Stock for $160,000 from the former
employee. In connection with an amendment to the Retirement Agreement in
December, 1995, the Company purchased an additional 30,000 shares of Common
Stock at $10.50 per share, a note payable to the Company of approximately
$300,000 was paid and the puts and calls for shares of Common Stock owned by the
former Chairman of the Executive Committee were canceled.
In March, 1995, upon exercise of an option, the Company acquired 48,819
equivalent shares of the Company's Common Stock from the Profit Sharing Plan and
Trust of Tribune/Swab-Fox Companies, Inc., of which the former Chairman and
Chief Executive Officer of the Company is the trustee, for $291,750, with a cash
payment of $72,937 and a note for $218,813 payable in equal annual installments
over four years.
Under the terms of a loan agreement, amended in June, 1992, a current
officer and director of the Company borrowed approximately $250,000 (outstanding
balance of $200,000 at December 31, 1996) from the Company at an interest rate
of 8.5 percent, secured by 87,333 shares of Common Stock of the Company and
payable in semi-annual payments of $16,667, plus interest, with all of the
remaining balance due in October, 1999.
F-22
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
10. BUSINESS SEGMENT INFORMATION:
Operations of the Company are conducted primarily through three business
segments entirely within the continental United States. These segments and the
primary operations of each are as follows:
<TABLE>
<CAPTION>
Business Segment Operations
- ---------------- ----------
<S> <C>
Gaming Media Services Publication of one trade journal (four prior to
(formerly publishing) July, 1995) and three newsletters by G.E.M. and
owner of a conference/trade show, all directed to
the legalized gaming industry. This segment prior
to July, 1995, included several trade journals.
With the sale of three trade journals in 1995, the
focus of the segment is gaming media services and
the name of the segment has been changed to
reflect this. No adjustments were made to prior
years.
Exposition Publisher (Atwood) of various convention/trade
Services show publications and a trade journal, and
provider (Galaxy) of registration services,
exhibitor marketing and information services, all
to the exposition industry.
Information Provider (TISI) of pre-employment screening
Services information including motor vehicle reports, truck
driver employment information, worker's
compensation information, credit reports, criminal
record reports and other pre-employment screening
information and services, to the trucking and
other industries and motor vehicle reports to the
insurance industry. Provider (CORSEARCH) of
trademark and tradename research and information
services, using both proprietary and public
databases.
</TABLE>
F-23
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
Summarized financial information by industry segment is as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
---- ---- ----
(In thousands)
<S> <C> <C> <C>
NET REVENUES FROM SALES
TO UNAFFILIATED CUSTOMERS:
Gaming media services $ 9,281 $ 26,498 $ 18,608
Exposition services 33,610 26,591 21,057
Information services 24,273 17,950 15,091
Corporate and other 1,478 1,039 2,163
-------- -------- --------
$ 68,642 $ 72,078 $ 56,919
======== ======== ========
OPERATING PROFIT:
Gaming media services $ 1,392 $ 13,758 $ 2,891
Exposition services 4,626 1,031 1,453
Information services 5,612 3,435 2,992
-------- -------- --------
Operating profit from segments 11,630 18,224 7,336
Corporate expenses, net ( 2,527) ( 1,253) ( 466)
Interest expense ( 581) ( 859) ( 736)
-------- -------- --------
Income before income taxes $ 8,522 $ 16,112 $ 6,134
======== ======== ========
IDENTIFIABLE ASSETS:
Gaming media services $ 2,235 $ 2,491 $ 14,871
Exposition services 12,394 13,034 11,534
Information services 32,035 12,640 12,101
Corporate 9,318 25,279 12,808
Discontinued operations -- -- 2,267
-------- -------- --------
$ 55,982 $ 53,444 $ 53,581
======== ======== ========
</TABLE>
F-24
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
---- ---- ----
(In thousands)
<S> <C> <C> <C>
DEPRECIATION AND AMORTIZATION:
Gaming media services $ 162 $ 492 $ 866
Exposition services 2,030 1,873 1,167
Information services 1,723 1,175 1,035
Corporate 103 61 50
Discontinued operations -- -- 45
------ ------ ------
$4,018 $3,601 $3,163
====== ====== ======
CAPITAL EXPENDITURES:
Gaming media services $ 173 $ 52 $ 109
Exposition services 924 1,244 3,175
Information services 1,533 1,285 935
Corporate 11 8 163
------ ------ ------
$2,641 $2,589 $4,382
====== ====== ======
</TABLE>
Corporate revenues consist principally of revenues from interest,
covenants-not-to-compete and miscellaneous non-operating income. Operating
profit is net revenues less applicable operating expenses and segment general
and administrative expenses. Corporate general and administrative expenses are
generally not allocated to each segment.
Identifiable assets by segment are those assets that are used in the
operations of each segment. Corporate assets consist principally of cash and
cash equivalents, notes receivable, prepaid expenses and corporate furniture,
fixtures and equipment. Capital expenditures include additions to property,
plant and equipment, goodwill and truck driver employment information files.
During 1996, 1995 and 1994, no customer represented ten percent or more of
the Company's revenue or operating profit.
F-25
<PAGE>
T/SF COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 1996, 1995 and 1994
11. ACCRUED LIABILITIES:
Accrued liabilities consist of the following:
<TABLE>
<CAPTION>
December 31,
1996 1995
---- ----
(In thousands)
<S> <C> <C>
Current portion of deferred contract $ 419 $ 482
liabilities
Accrued interest 52 47
Accrued payroll and employee benefits 1,763 902
Accrued income taxes 311 2,073
Accrued other liabilities 2,483 2,005
------ ------
$5,028 $5,509
====== ======
</TABLE>
F-26
<PAGE>
Exhibit 11
T/SF COMMUNICATIONS CORPORATION
Computation of Earnings per Share
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
-------- -------- -------
<S> <C> <C> <C>
PRIMARY EARNINGS PER SHARE:
Income from continuing operations $ 5,421 $15,788 $ 2,564
Deduct:
Dividends on New Senior Preferred Stock - - (103)
Dividends on Class A Preferred Stock - - (15)
Dividends on 6-1/2% Preferred Stock - - (21)
------- ------- -------
Income from continuing operations
applicable to common and common
equivalent shares 5,421 15,788 2,425
Discontinued operations, net of income tax - 37 (2,816)
------- ------- -------
Net income (loss) applicable to common
and common equivalent shares $ 5,421 $15,825 $ (391)
======= ======= =======
Weighted average number of common
and common equivalent shares outstanding -
Common shares 3,543 3,766 3,733
======= ======= =======
Income (loss) per common and
common equivalent share:
Continuing operations $ 1.53 $ 4.19 $ 0.65
Discontinued operations - 0.01 (0.75)
------- ------- -------
Net income (loss) per common share $ 1.53 $ 4.20 $ (0.10)
======= ======= =======
FULLY DILUTED EARNINGS PER SHARE:
Income from continuing operations $ 5,421 $15,788 $ 2,564
Add:
After tax interest expense applicable to
11% Convertible Debentures due in 1998 - 32 57
Deduct:
Dividends on Class A Preferred Stock - - (15)
Dividends on 6-1/2% Preferred Stock - - (21)
------- ------- -------
Income from continuing operations
applicable to common and common
equivalent shares 5,421 15,820 2,585
Discontinued operations, net of income tax - 37 (2,816)
------- ------- -------
Net income (loss) applicable to common
and common equivalent shares $ 5,421 $15,857 $ (231)
======= ======= =======
</TABLE>
<PAGE>
Exhibit 11
T/SF COMMUNICATIONS CORPORATION
Computation of Earnings per Share (continued)
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
FULLY DILUTED EARNINGS PER SHARE -
Continued:
Weighted average number of common
and common equivalent shares outstanding -
Common shares and common equivalent shares 3,543 3,766 3,733
Assumed conversion of 11% Debentures due in 1998 - - 44
Assumed conversion of New Senior Preferred Stock - - 122
--------- --------- ---------
3,543 3,766 3,899
========= ========= =========
Income (loss) per common and
common equivalent share:
Continuing operations $ 1.53 $ 4.20 $ 0.66
Discontinued operations - 0.01 (0.72)
--------- --------- ---------
Net income (loss) per common share $ 1.53 $ 4.21 $ (0.06)
========= ========= =========
</TABLE>
2
<PAGE>
EXHIBIT 21
T/SF COMMUNICATIONS CORPORATION
-------------------------------
SUBSIDIARIES
<TABLE>
<CAPTION>
ENTITY PERCENT OWNED JURISDICTION OF INCORPORATION
------ -------------- -----------------------------
<S> <C> <C>
Atwood Convention 100% /2/ Missouri - convention publications
Publishing, Inc.
Casino Publishing Co. 86% /3/ Minnesota - trade publications
Convention News Source, 100% /4/ Missouri - inactive
Inc.
CORSEARCH, Inc. 100% /1/ Delaware -trademark/tradename
research
Crimesearch, Inc. 100% /5/ Oklahoma - criminal record reports
(formerly DacNet, Inc.)
Expo Magazine, Inc. 100% /2/ Kansas - trade publications
Galaxy Design & Printing, 100% /6/ Maryland - commercial printing
Inc.
Galaxy Registration, Inc. 100% /2/ Maryland - convention registration
G.E.M. Communications, Inc. 100% /2/ Oklahoma - gaming media services
M-R Creative, Inc. 100% /7/ New York - inactive
National Employment 100% /2/ Oklahoma - employment screening
Screening Services, Inc.
New York Community 100% /3/ New York - inactive
Newspapers, Inc.
South Jersey Shopper, Inc. 100% /9/ New Jersey - inactive
Transportation 100% /5/ Oklahoma - information service
Communications Services,
Inc.
T/SF Europe, Inc. 100% /8/ Oklahoma - inactive
T/SF Investment Co. 100% /3/ Delaware - holding company
T/SF New Jersey, Inc. 100% /3/ New Jersey - inactive
T/SF New York, Inc. 100% /3/ New York - inactive
T/SF of Nevada, Inc. 100% /2/ Nevada - gaming conference and
trade show
Transportation Information 100% /2/ Oklahoma - motor vehicle reports,
Services, Inc truck driver employment
information and pre-employment
screening
Tulsa Tribune Company 100% /2/ Delaware - inactive
</TABLE>
- -------------------------------
/1/ Owned by G.E.M. Communications, Inc.
/2/ Owned by T/SF Investment Co.
/3/ Owned by T/SF Communications Corporation.
/4/ Owned by Atwood Convention Publishing, Inc.
/5/ Owned by Transportation Information Services, Inc.
/6/ Owned by Galaxy Registration, Inc.
/7/ Owned by T/SF New York, Inc.
/8/ Owned by T/SF of Nevada, Inc.
/9/ Owned by T/SF New Jersey, Inc.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed
Registration Statement on Form S-8, File No. 333-18631.
ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
March 12, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,257
<SECURITIES> 0
<RECEIVABLES> 10,606
<ALLOWANCES> (412)
<INVENTORY> 193
<CURRENT-ASSETS> 18,246
<PP&E> 11,742
<DEPRECIATION> 7,182
<TOTAL-ASSETS> 55,982
<CURRENT-LIABILITIES> 12,500
<BONDS> 3,493
0
0
<COMMON> 332
<OTHER-SE> 37,854
<TOTAL-LIABILITY-AND-EQUITY> 55,982
<SALES> 66,816
<TOTAL-REVENUES> 68,642
<CGS> 40,314
<TOTAL-COSTS> 40,314
<OTHER-EXPENSES> 19,225
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 581
<INCOME-PRETAX> 8,522
<INCOME-TAX> 3,101
<INCOME-CONTINUING> 5,421
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,421
<EPS-PRIMARY> 1.53
<EPS-DILUTED> 1.53
</TABLE>
