<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-10485
TYLER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2303920
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2121 SAN JACINTO STREET
SUITE 3200, DALLAS, TEXAS 75201
(Address of principal executive offices)
(Zip code)
(214) 754-7800
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report.)
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
--- ---
Number of shares of common stock of registrant outstanding at
May 12, 1998: 34,116,792
Page 1
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TYLER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------ -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 3,453,000 $ 8,877,000
Accounts receivable (less allowance
for losses of: 3/31/98 - $434,000;
12/31/97 - $42,000) 6,162,000 201,000
Note receivable from I.F.S. Acquisition Corp. - 2,628,000
Merchandise inventories 24,110,000 22,901,000
Income tax receivable 947,000 516,000
Other current assets 1,333,000 394,000
Deferred income taxes 762,000 762,000
------------ -----------
Total current assets 36,767,000 36,279,000
Property, plant and equipment, net 16,861,000 5,580,000
Other assets
Goodwill 62,383,000 -
Other intangibles 22,474,000 -
Sundry 2,108,000 2,881,000
Note receivable from Business Resources Corp. - 5,700,000
Other receivables 4,568,000 4,455,000
------------ ------------
91,533,000 13,036,000
------------ ------------
$145,161,000 $ 54,895,000
============ ============
</TABLE>
See accompanying notes.
-2-
<PAGE> 3
TYLER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 5,550,000 $ 5,615,000
Accrued liabilities 6,760,000 6,172,000
Current portion of long-term debt 2,184,000 -
Deferred revenue 3,244,000 -
------------ ------------
Total current liabilities 17,738,000 11,787,000
Deferred income taxes 9,557,000 3,168,000
Other liabilities 8,162,000 8,537,000
Long-term debt 28,574,000 -
Commitments and contingencies
Shareholders' equity
Common stock ($.01 par value, 100,000,000 and
50,000,000 shares authorized at 3/31/98 and
12/31/97, respectively; 35,534,274
and 23,309,277 shares issued at 3/31/98 and
12/31/97, respectively) 355,000 233,000
Capital surplus 100,200,000 51,216,000
Retained deficit (13,276,000) (13,431,000)
------------ ------------
87,279,000 38,018,000
Less treasury shares, at cost:
(3/31/98 - 1,417,982; 12/31/97 - 1,552,965) 6,149,000 6,615,000
------------ ------------
Total shareholders' equity 81,130,000 31,403,000
------------ ------------
$145,161,000 $ 54,895,000
============ ============
</TABLE>
See accompanying notes.
-3-
<PAGE> 4
TYLER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------
1998 1997
------------- -------------
<S> <C> <C>
Revenues
Auto parts $ 18,566,000 $ 17,413,000
Information management 4,808,000 -
------------- -------------
Total revenues 23,374,000 17,413,000
Cost of revenues
Auto parts 10,861,000 9,751,000
Information management 2,508,000 -
------------- -------------
Total cost of revenues 13,369,000 9,751,000
------------- -------------
Gross profit 10,005,000 7,662,000
Selling, general and administrative 9,569,000 7,366,000
------------- -------------
Operating income 436,000 296,000
Interest expense (income), net 169,000 (158,000)
------------- -------------
Income from continuing operations
before income taxes 267,000 454,000
Income tax expense 112,000 164,000
------------- -------------
Income from continuing operations 155,000 290,000
Loss from discontinued operations,
after income taxes - (151,000)
------------- -------------
Net income $ 155,000 $ 139,000
============= =============
Basic and diluted earnings per common share:
Continuing operations $ .01 $ .01
Discontinued operations - -
------------- -------------
Net earnings per common share $ .01 $ .01
============= =============
Weighted average shares 27,327,000 19,882,000
</TABLE>
See accompanying notes.
-4-
<PAGE> 5
TYLER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
------------ -------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 155,000 $ 139,000
Adjustments to reconcile net income
to net cash (used) provided by operations
Depreciation and amortization 1,088,000 470,000
Deferred income tax benefit (209,000) (214,000)
(Increase) decrease in accounts receivable (904,000) 51,000
Increase in inventories (1,124,000) (549,000)
Decrease in income tax receivable 494,000 -
Increase in other current assets (41,000) (4,000)
Decrease in other receivables 603,000 -
(Decrease) increase in accounts payable (1,564,000) 1,320,000
Decrease in accrued liabilities (1,698,000) (2,242,000)
Increase in deferred revenue 1,558,000 -
Decrease in other liabilities (571,000) (12,000)
Discontinued operations-noncash
charges and working capital changes - 4,977,000
------------ -------------
Net cash (used) provided by operations (2,213,000) 3,936,000
------------ -------------
Cash flows from investing activities
Additions to property, plant and
equipment (756,000) (313,000)
Cost of acquisitions, net of cash acquired (27,483,000) -
Proceeds from disposal of property,
plant and equipment 22,000 2,000
Other (55,000) (114,000)
Net proceeds from sale of products
for fund-raising programs segment 2,628,000 -
------------ -------------
Net cash used by investing activities (25,644,000) (425,000)
------------ -------------
Cash flows from financing activities
Long-term borrowings 22,426,000 -
Sale of treasury shares to employee
benefit plan 202,000 -
Payments on capital lease obligations (195,000) -
Issuance of common stock - 2,000
------------ -------------
Net cash provided by
financing activities 22,433,000 2,000
------------ -------------
Net (decrease) increase in cash
and cash equivalents (5,424,000) 3,513,000
Cash and cash equivalents at beginning
of period 8,877,000 15,419,000
------------ -------------
Cash and cash equivalents at end of period $ 3,453,000 $ 18,932,000
============ =============
Supplemental disclosures
Interest paid $ 97,000 $ 4,000
Income tax paid $ - $ 4,000
</TABLE>
-5-
<PAGE> 6
Tyler Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
The unaudited information for Tyler Corporation ("Tyler" or the
"Company") includes all adjustments which are, in the opinion of the
Company's management, of a normal or recurring nature and necessary
for a fair summarized presentation of the condensed consolidated
balance sheet at March 31, 1998, and the condensed consolidated
results of operations and cash flows for the periods presented. The
consolidated results of operations for the three months ended March
31, 1998, are not necessarily indicative of the results of operations
for the full year and should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31,
1997.
This Quarterly Report on Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended and Section 21E of the Securities Exchange Act of
1934, as amended. All statements other than historical or current
facts, including, without limitation statements about the business,
financial condition, business strategy, plans and objectives of
management, and prospects of the Company are forward-looking
statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, such
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from these
expectations. Such risks and uncertainties include, without
limitation, changes in product demand, the availability of products,
changes in competition, economic conditions, various inventory risks
due to changes in market conditions, changes in tax and other
governmental rules and regulations applicable to the Company and
other risks indicated in the Company's filings with the Securities
and Exchange Commission. These risks and uncertainties are beyond the
ability of the Company to control, and in many cases, the Company
cannot predict the risks and uncertainties that could cause its
actual results to differ materially from those indicated by the
forward-looking statements. When used in this Quarterly Report, the
words "believes," "plans," "estimates," "expects," "anticipates,"
"intends," and similar expressions as they relate to the Company or
its management are intended to identify forward-looking statements.
(2) Acquisitions
On February 19, 1998, the Company completed the purchases of Business
Resources Corporation ("Resources"), The Software Group, Inc. ("TSG")
and Interactive Computer Designs, Inc. ("INCODE"). These acquisitions
represent the implementation of Tyler's previously announced strategy
to build an integrated information management services, systems and
outsourcing company servicing local governments. Resources, TSG and
INCODE provide information management solutions to approximately 200
county governments and 225 cities, principally located in the
Southwestern United States.
The purchase price for each acquired company consisted of the
following: (i) Resources - 10.0 million shares of Tyler common stock
and approximately $27.4 million of cash and assumed debt (ii) TSG -
2.0 million shares of Tyler common stock and approximately $12.0
million of cash and (iii) INCODE - 225,000 shares of Tyler common
stock and approximately $1.3 million of cash.
-6-
<PAGE> 7
The Company financed the acquisitions utilizing funds available under
its bank credit agreement. In February 1998, the Company entered into
a three year bank credit agreement in an amount not to exceed $50.0
million, including a $5.0 million sublimit for the issuance of
standby and commercial letters of credit.
These acquisitions have been accounted for using the purchase method
of accounting and the results of operations are included in the
Company's condensed consolidated financial statements since the date
of acquisition. The purchase price has been preliminarily allocated
to the assets (including identifiable intangible assets such as title
plant, workforce, customer lists and software) and liabilities of
each company based on their estimated respective fair values. The
purchase price exceeded fair value of each company's respective net
assets by approximately $45.9 million, $14.1 million and $2.6 million
for Resources, TSG and INCODE, respectively, which excess has been
assigned to goodwill. Goodwill will be amortized over 40 years for
Resources and 20 years for TSG and INCODE. The purchase price for
Resources does not include certain potential additional consideration
as the contingencies regarding such additional consideration are not
presently determinable beyond reasonable doubt.
The following unaudited pro forma information presents the
consolidated results of operations of the Company, Resources and TSG
as if the acquisitions occurred on January 1, 1997. The pro forma
information is not necessarily indicative of the results of
operations which would have actually occurred during such periods.
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)
----------------------------------------------
Net Earnings per
Net sales income (loss) diluted share
--------- ------------- -------------
<S> <C> <C> <C>
Three months ended
March 31, 1997 $26,034 $959 $.03
Three months ended
March 31, 1998 $27,188 $(45) $.00
</TABLE>
(3) Commitments and Contingencies
As discussed in Note 13 of the Notes to the Consolidated Financial
Statements included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1997, the Company, through its
subsidiaries, is involved in various environmental claims and claims
for work-related injuries and physical conditions arising from a
formerly-owned subsidiary.
At December 31, 1997, approximately fifty former employees of a
subsidiary of the Company engaged in pipe, fittings and other
activities had filed several suits against TPI of Texas, Inc., and/or
Swan Transportation Company and/or Tyler Sand Company, all
subsidiaries or former subsidiaries of the Company, seeking to
recover damages for alleged exposure to asbestos and/or silica. As of
March 31, 1998, more than twenty-five additional former employees
have filed suits of a similar nature. It is not possible to predict
the outcome at this time.
-7-
<PAGE> 8
Other than ordinary course, routine litigation incidental to the
business of the Company and except as described herein, and in the
Company's Annual Report on Form 10-K for the year ended December 31,
1997, there are no other material legal proceedings pending to which
the Company or its subsidiaries are parties or to which any of its
properties are subject.
(4) Revenue Recognition
Information Management: The Company sells off-the-shelf software
packages, and in a variety of instances, computer equipment and
related peripherals, installation and training. The Company
recognizes revenue, including those arrangements which entail a
customer-specific installation solution, when all of the elements
have been delivered, training completed, all significant contractual
obligations satisfied and collection of the related receivable for
the entire arrangement is probable. The Company also provides
maintenance, which is deferred based on vendor specific evidence of
fair value, and recognized ratably over the service period.
Incremental training is billable on a time and material basis and is
recognized as revenue when the related services are performed.
To the extent computer hardware and related peripherals are drop
shipped to a customer before the end of an accounting period, the
Company records contracts in progress for the corresponding cost of
such equipment.
The Company also provides computerized indexing and imaging of real
property records, records management and micrographic reproduction,
as well as information management and outsourcing and professional
services required by county and local government units and agencies
and provides title plant update services to title companies. The
Company recognizes service revenue when services are performed and
equipment sales when the products are shipped.
The Company also receives royalty revenue relating to the current
activities of two former subsidiaries of Resources. Royalty revenue
is recognized as earned upon receipt of royalty payments.
Auto Parts: Substantially all revenue is recognized when products
are delivered to customers.
(5) Discontinued Operations
Effective October 15, 1997, the Company sold all of the capital stock
of its subsidiary which provided products for fund-raising programs,
Institutional Financing Services, Inc. ("IFS"), to I.F.S. Acquisition
Corporation for approximately $8,400,000, resulting in a loss on
disposal of approximately $2,500,000. This estimated loss on disposal
includes estimates regarding the value of certain assets that are
subject to change. Management does not expect these estimates to have
a significant impact on the estimated loss on disposal. Proceeds
consisted of approximately $5,800,000 in cash received at closing and
approximately $2,600,000 received in January 1998.
-8-
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
General
Tyler provides products and services through four operating
subsidiaries. Resources, TSG and INCODE, which were acquired February
19, 1998, provide information management solutions to approximately
200 county governments and 225 cities, principally in the
Southwestern United States.
The Company believes that the information management industry today
is fragmented and that the county government and related markets are
primarily served by small, private companies. Given these industry
characteristics and the ability to identify suitable acquisition
candidates and complete acquisitions, the Company intends to pursue a
consolidation strategy that, if successful, could lead to significant
revenue growth for the Company. The acquisitions of Resources, TSG,
and INCODE have positioned the Company to grow rapidly through
consolidating acquisitions and give it the opportunity to obtain a
larger share of the county and city information management market.
The Company intends to pursue aggressively this consolidation
strategy through an acquisition program focused on entry into new
geographic markets, expansion within existing geographic markets and
development of related services and systems.
The Company also continues to operate through Forest City Auto Parts
Company ("Forest City"), a retailer of automotive parts and supplies.
Forest City specializes in selling mechanical and electrical
hardparts, such as brake parts, rack-and-pinion steering and fuel
injectors, to do-it-yourself customers.
Analysis of Results of Operations
Tyler's consolidated results include the operations of its newly
acquired information management companies - Resources, TSG and
INCODE - from February 19, 1998, the date of their acquisition by
Tyler. The results of continuing operations for 1997 consist of
operations of Forest City and exclude the results of operations
from the newly acquired information management group and the
results of operations of IFS.
Total revenues increased $6.0 million, or 34%, to $23.4 million for
the three months ended March 31, 1998, compared to $17.4 million
for the same period of the prior year. Approximately 7% of the
revenue increase resulted from Forest City's acquisition of ten
stores in October 1997, with the remaining increase due to the
acquisitions of the information management companies on February
19, 1998.
The information management group generated new business at a strong
pace in the first quarter. TSG was awarded new contracts totaling
over $2.9 million in the first three months of 1998, nearly triple
the $1.1 million of contract awards in the first quarter of 1997.
These awards represent expected new business and are not reflected
in first quarter 1998 revenues.
-9-
<PAGE> 10
Approximately one-third of TSG's new business is related to the Year
2000 Issue. The Year 2000 Issue ("Y2K") is the result of computer
programs being written using two digits rather than four to define
the applicable year. Thus, a date using "00" is recognized as the
year 1900 rather than 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send
invoices or engage in similar normal business activities. Many
government units are electing to purchase new systems rather than
upgrade existing systems to correct the Y2K program problem. Like all
new contracts, the Company expects Y2K related sales to increase the
customer base, which will provide opportunities to increase future
service and maintenance revenues. Approximately one-third of TSG's
revenues represents annual recurring revenues from service contracts
with existing customers. The increase in new contract awards at TSG
also includes increases in contracts for its integrated justice
system software. The rise in court activity over the last five years
has led to more pressure on county governments to automate their
judicial systems.
In the first quarter of 1998, Resources signed a $4.3 million
contract with the Cook County Recorder of Deeds in Chicago, Illinois.
Resources did not recognize any revenue from this contract in the
first quarter of 1998. This contract, which represents Phase 3 of
Cook County's long-term plan for the automation of records, calls for
Resources to design and install an electronic document management and
imaging system for all documents filed in the Recorder of Deeds'
office. In addition, Resources will upgrade Cook County's existing
computer system, which includes its integration with the Countywide
Information Services network.
Total revenues for Resources in the first quarter of 1998 compared to
its first quarter in 1997 declined approximately $600,000 primarily
due to lower re-creation service activity. Increased revenues from
title plant update services of approximately $200,000 somewhat offset
the decline in re-creation services. Re-creation services provide
image-enhanced, archival-quality reprints of old records, including
photostatic prints, with microfilm backup copies for improved
security in case of loss by fire, theft, water damage, or other
catastrophe. Demand for re-creation services is dependent upon need
and available funds at county governments which may result in uneven
revenue streams from year-to-year. Operating profit in the first
quarter of 1998 was lower than the first quarter of 1997 as a result
of the decline in re-creation revenue and additional expenses related
to title plant equipment systems upgrades and enhancements.
Sales for the first quarter 1998 at Forest City rose 7% from the
comparable prior year period. This increase was the result of the
acquisition of ten stores in October 1997, as same store sales
declined 3% in the first quarter of 1998 compared to the first
quarter of the prior year. Sales in the Ohio region recorded the
largest declines as competitors continue to add stores in the
Cleveland area. These declines were offset somewhat by small same
store sales increases in the Chicago and Milwaukee areas. Forest City
closed two unprofitable stores in the Toledo area in April 1998.
Selling, general and administrative expenses increased $2.2 million,
or 30%, to $9.6 million for the three months ended March 31, 1998,
compared to $7.4 million for the same period last year. Selling,
general and administrative expenses for the information management
group represent approximately $1.3
-10-
<PAGE> 11
million of the increase and are approximately 26% of its related
revenues. As a result of increased sales awards in the first quarter
of 1998, TSG has increased its support staff and adjusted salaries in
order to attract and retain quality employees.
The information management group posted combined operating profits
before interest and amortization of goodwill and other intangibles
arising from their acquisition of nearly $1.4 million on sales of
$4.8 million in the period from February 19 to March 31, 1998,
resulting in an operating margin of 29%.
Forest City's operating profit in the first quarter of 1998 fell to
$40,000 from $899,000 in the comparable prior year period. Results at
Forest City were impacted by continuing competitive pressures,
increased training and conversion costs associated with the ten newly
acquired stores and unusual weather during the quarter. The auto
parts retailing industry is quickly consolidating and redesigning
distribution channels to improve inventory management. Although this
trend is expected to negatively impact sales volume, Forest City is
attempting to minimize the impact on operating margin by more closely
monitoring payroll and other store costs. As part of a new strategy
to limit the negative sales impact of new competition, Forest City
opened its first new built-to-specifications store in February 1998.
The new 5,800 square foot free-standing store, which replaced an
outdated facility in Akron, Ohio, is the prototype for future Forest
City stores. Forest City plans to build a similar store in the
Chicago area in May 1998 and remodel at least three of their more
profitable stores to resemble the new prototype. In addition to
replacing or remodeling outdated facilities Forest City is
experimenting with consolidating inventory distribution channels.
As a result of debt associated with the February 1998 acquisitions
the Company recorded interest expense of $169,000 in the first
quarter of 1998 compared to interest income of $158,000 in the first
quarter of 1997.
The effective tax rate increased to 42% in the first quarter of 1998
from 36% in the prior year due to the non-deductibility of goodwill
amortization relating to the acquisitions in February 1998.
Tyler reported net income for the three months ended March 31, 1998,
of $155,000, or $.01 per diluted share, compared with net income of
$139,000, or $.01 per diluted share, in the corresponding prior year
period. Weighted average shares outstanding in the first quarter of
1998 increased to 27.3 million from 19.9 million in the same period
in 1997 primarily as a result of the issuance of 12.2 million shares
on February 19, 1998, in connection with the acquisitions of
Resources, TSG and INCODE.
Financial Condition and Liquidity
In February 1998, the Company entered into a three-year bank credit
agreement in an amount not to exceed $50.0 million, including a $5.0
million sublimit for the issuance of standby and commercial letters
of credit. At March 31, 1998, the Company had outstanding borrowings
of $22.5 million under the bank credit agreement.
In January 1998, the Company collected a $2.6 million note receivable
from I.F.S. Acquisition Corporation relating to the sale of IFS in
October 1997.
-11-
<PAGE> 12
The Company is from time to time engaged in discussions with respect
to selected acquisitions and expects to continue to assess these and
other acquisition opportunities as they arise. The Company may also
require additional financing if it decides to make additional
acquisitions. There can be no assurance, however, that any such
opportunities will arise, any such acquisitions will be consummated
or that any needed additional financing will be available when
required on terms satisfactory to the Company.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of legal proceedings see Part I, Item 1. "Financial
Statements - Notes to Condensed Consolidated Financial Statements -
Commitments and Contingencies" on page 7 of this document.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held a special meeting of stockholders on February 19,
1998. The following are the results of certain matters voted upon at
the meeting:
(a) With respect to proposal I (Approval and adoption of a
Second Amended and Restated Agreement and Plan of Merger,
dated as of December 29, 1997, and effective as of October
8, 1997 among the Company, T1 Acquisition Corporation,
Business Resources Corporation, and William D. Oates), the
number of votes for, against, abstentions and broker
non-votes were 13,772,987, 29,678, 87,121 and 4,814,611,
respectively.
(b) With respect to proposal II (Approval and adoption of an
Amended and Restated Agreement and Plan of Merger dated as
of December 29, 1997, and effective as of October 8, 1997
among the Company, T2 Acquisition Corporation, The
Software Group, Inc., Glenn A. Smith and Brian B. Berry),
the number of votes for, against, abstentions and broker
non-votes were 13,769,738, 30,544, 89,504 and 4,814,611,
respectively.
(c) With respect to proposal III (Approval of the amendment to
the Restated Certificate of Incorporation to increase the
number of authorized shares of Common Stock from
50,000,000 to 100,000,000), the number of votes for,
against, abstentions and broker non-votes were 18,071,902,
529,199, 95,483 and 7,813, respectively.
-12-
<PAGE> 13
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
Form 8-K dated March 4, 1998, relating to the acquisition of
Business Resources Corporation ("Resources") and The Software
Group, Inc. ("TSG") including the following: (i) Resources'
consolidated balance sheets at December 31, 1997 and 1996;
consolidated statements of operations, consolidated statements
of stockholders' equity and consolidated statements of cash
flows for the years ended December 31, 1997, 1996 and 1995 (ii)
TSG's balance sheets at October 31, 1997 and 1996; statements of
operations, statements of stockholders' equity and statements of
cash flows for the years ended October 31, 1997, 1996 and 1995,
as amended on Form 8-K/Amendment 1 dated May 4, 1998.
Items 2, 3 and 5 of Part II are not applicable and have been omitted.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
TYLER CORPORATION
By: /s/Brian K. Miller
--------------------------------------------
Brian K. Miller
Vice President, Chief Accounting Officer and
Treasurer (principal accounting officer and
principal financial officer and an authorized
signatory)
Date: May 15, 1998
-13-
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Item
- ----------- ----
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,453,000
<SECURITIES> 0
<RECEIVABLES> 6,162,000
<ALLOWANCES> 42,000
<INVENTORY> 24,110,000
<CURRENT-ASSETS> 36,767,000
<PP&E> 16,861,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 145,161,000
<CURRENT-LIABILITIES> 17,738,000
<BONDS> 0
0
0
<COMMON> 355,000
<OTHER-SE> 80,775,000
<TOTAL-LIABILITY-AND-EQUITY> 145,161,000
<SALES> 23,374,000
<TOTAL-REVENUES> 0
<CGS> 13,369,000
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 169,000
<INCOME-PRETAX> 267,000
<INCOME-TAX> 112,000
<INCOME-CONTINUING> 155,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 155,000
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
