<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
/ x / Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 1995
or
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to .
------ ------
Commission file number 0-5634.
TLM CORPORATION
(Exact name of registrant as specified in its Charter)
NEVADA 87-0263297
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
630 Fifth Avenue, Suite 3201, New York, New York, 10020
(Address of Principal Executive Offices)
(Zip Code)
(212) 757-5600
(Registrant's telephone number, including area code)
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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
287,921 shares of Common Stock, par value $.01 per share, outstanding as of
November 1, 1995.
Page 1 of 10 Pages
There are no Exhibits.
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TLM CORPORATION AND SUBSIDIARY
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
September 30, 1995
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
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Page
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Number
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<S> <C>
Consolidated Balance Sheet at September 30, 1995............................. 3
Consolidated Statements of Operations for the Nine
Months ended September 30, 1995 and 1994........................... 4
Condensed Consolidated Statements of Cash Flows
for the Nine Months ended September 30, 1995 and 1994............... 5
Notes to Consolidated Financial Statements................................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................... 7-8
---------------------------------------------
PART II - OTHER INFORMATION........................................................... 9
-----------------
ITEM 1. LEGAL PROCEEDINGS................................................... 9
-----------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................... 9
--------------------------------
SIGNATURES................................................................... 10
</TABLE>
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TLM CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
September 30, 1995
(Unaudited)
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 241,206
Other current assets 11,225
-----------
Total current assets 252,431
Building at cost, net of accumulated
depreciation of $37,187 641,819
Goodwill, net of accumulated
amortization of $864 14,983
-----------
Total assets $ 909,233
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 29,320
-----------
Total current liabilities 29,320
-----------
Long-term note payable - related party,
net of unamortized discount of $54,303 485,697
Deferred tax effect of basis difference
arising on acquisition 23,454
Shareholders' Equity:
Preferred stock, $.01 par value; authorized
20,000,000 shares; no shares issued --
Common stock, $.01 par value; authorized
20,000,000 shares; outstanding 287,979 shares 2,880
Additional paid-in capital 1,525,495
Retained deficit (1,157,613)
-----------
Total shareholders' equity 370,762
-----------
Total liabilities and shareholders' equity $ 909,233
===========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 4
TLM CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------
1995 1994
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<S> <C> <C>
Income:
Rental income $ 96,750 $ 41,187
Interest and dividends 6,640 2,978
Gain (loss) on sale of marketable securities 5,598 7,913
Other income 150,000 --
-------------------
258,988 52,078
-------------------
Expenses:
General and administrative expenses 70,883 19,143
Depreciation and amortization 20,844 10,826
Interest expense 34,175 9,782
-------------------
125,902 39,751
-------------------
Income before taxes 133,086 12,327
Income tax expense 20,496 1,710
-------------------
Net income $112,590 $ 10,617
===================
Income per share $ 0.36 $ 0.03
===================
</TABLE>
See accompanying notes to consolidated financial statements
4
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TLM CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1995 1994
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<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 144,036 $ 99,036
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Purchase of marketable securities (1,552,050) (445,737)
Proceeds from sale of marketable securities 1,557,648 289,484
Investment in business, net -- (275,000)
----------- -----------
Net cash provided by (used in) investing activities 5,598 (431,253)
----------- -----------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Repurchase of common stock (61,606) (10,732)
----------- -----------
Net cash used in financing activities (61,606) (10,732)
----------- -----------
Net increase (decrease) in cash and cash equivalents 88,028 (342,949)
Cash and cash equivalents, beginning of period 153,178 377,263
----------- -----------
Cash and cash equivalents, end of period $ 241,206 $ 34,314
=========== ===========
Supplemental disclosure of cash flow information:
Income taxes paid, net $ 1,000 1,710
=========== ===========
Interest paid $ 36,912 $ --
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 6
TLM Corporation and Subsidiary
Notes to Consolidated Financial Statements
1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of TLM Corporation
(the "Company") and its subsidiary. All significant intercompany items and
transactions have been eliminated.
The consolidated financial statements have been prepared by the Company without
audit, in accordance with rules and regulations of the Securities and Exchange
Commission. In the opinion of management, the statements reflect all adjustments
consisting only of normal recurring adjustments necessary for a fair
presentation of the results for the interim periods. The results of operations
for any interim period are not necessarily indicative of the results for a full
year.
2. PER SHARE DATA
Income per common share is based on income for the period divided by the
weighted average number of common shares outstanding during the year, which was
approximately 317,000 for the nine months ended September 30, 1995 and 348,000
for the nine months ended September 30, 1994.
3. MARKETABLE EQUITY SECURITIES
Unrealized gains and losses on marketable securities are charged to operations.
Cost is determined on the weighted average cost method. Dividends and interest
are accrued as earned. Marketable debt securities are carried at amortized cost,
unless there is an impairment in value considered to be other than temporary, in
which case the securities are recorded at their estimated realizable value.
4. DEPRECIATION AND AMORTIZATION
Depreciation is being computed on the straight-line method over twenty-five
years, the estimated useful life of the Company's building. Amortization of
goodwill is computed on the straight line method over twenty-five years. Debt
discount is amortized under the effective interest method.
5. RECENT DEVELOPMENTS - OTHER INCOME
The Company received a payment of $150,000 for consulting services performed by
the Company that is included in the statement of operations in other income.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The Company's main sources of revenue are income from the rental of the
Nashville, Tennessee office building and the investment of its liquid assets in
money market, government, equity, debt or other securities.
The Company's income, general and administrative expenses, depreciation
and amortization, and interest expense for the nine and three months ended
September 30, 1995 are not comparable to the nine and three months ended
September 30, 1994 due to the acquisition of Eimar Realty Corporation ("Eimar")
and the issuance of the promissory note to effect such acquisition.
NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1994
During the nine months ended September 30, 1995 income increased to
approximately $259,000 due to the acquisition of Eimar in May of 1994, which
resulted in nine months of rental income from the Eimar's office building
compared to approximately five months of rental income for the same period in
1994 and a payment of $150,000 for consulting fees included in other income.
General and administrative expenses increased by approximately $52,000 primarily
attributable to directors' fees and other operating expenses. The increase in
depreciation and amortization is due to the inclusion of nine months of
depreciation and amortization of intangibles associated with the acquisition of
Eimar during May of 1994. Additionally, interest expense increased by
approximately $24,000 since the Company had little or no debt outstanding during
much of the nine months ended September 30, 1994.
Net income for the nine months ended September 30, 1995 was approximately
$113,000 as compared to $11,000 for the nine months ended September 30, 1994.
CASH FLOW
For the nine months ended September 30, 1995, the Company's principal
sources of cash flow were the receipt of rental and consulting revenue and TLM's
investing activities. The principal use of cash flow during this period was the
Company's investing activities including the purchase of marketable equity
securities. For the comparable periods during 1994, the Company's principal
source and use of cash flow was its investing activities.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
The Company had approximately $241,000 of cash and cash equivalents at
September 30, 1995. The Company had net working capital of approximately
$223,000 at September 30, 1995.
On April 21, 1994, the Company's Board of Directors authorized the
repurchase by the Company of up to 50,000 shares of its Common Stock out of
funds legally available therefor in addition to previous authorizations. The
Company is authorized to make such purchases from time to time in the market or
in privately negotiated transactions when it is legally permissible to do so and
believed to be in the best interests of its shareholders. The Company
repurchased approximately 49,000 shares of its Common Stock during the nine
months ended September 30, 1995.
[The remainder of this page was left blank intentionally.]
8
<PAGE> 9
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
None.
(b) Reports on Form 8-K.
None
9
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TLM CORPORATION
Dated: November 13, 1995 By /s/ Robert Price
------------------------------
Robert Price
Director and President
(Principal Executive Officer)
Dated: November 13, 1995 By /s/ Kim I. Pressman
------------------------------
Kim I. Pressman
Director and Chairman,
Vice President and Treasurer
(Principal Accounting and Financial Officer)
10
<PAGE> 11
EXHIBIT INDEX
Exhibit 27 - Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 241206
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 252431
<PP&E> 679006
<DEPRECIATION> 37167
<TOTAL-ASSETS> 909233
<CURRENT-LIABILITIES> 29320
<BONDS> 0
<COMMON> 2880
0
0
<OTHER-SE> 367882
<TOTAL-LIABILITY-AND-EQUITY> 909233
<SALES> 0
<TOTAL-REVENUES> 258988
<CGS> 0
<TOTAL-COSTS> 12902
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 34175
<INCOME-PRETAX> 133086
<INCOME-TAX> 20496
<INCOME-CONTINUING> 112590
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 112590
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.36
</TABLE>
