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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 March 31, 1995 or
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to .
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Commission file number 0-5634.
TLM CORPORATION
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(Exact name of registrant as specified in its Charter)
NEVADA 87-0263297
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
630 Fifth Avenue, Suite 3201, New York, New York, 10020
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(Address of Principal Executive Offices)
(Zip Code)
(212) 757-5600
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(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
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
336,557 shares of Common Stock, par value $.01 per share, outstanding as of
March 31, 1995.
Page 1 of 8 Pages
There are no Exhibits.
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TLM CORPORATION AND SUBSIDIARY
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
March 31, 1995
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 March 31, 1995 ...................... 3
Consolidated Statements of Operations for the
Three Months ended March 31, 1995 and 1994 .............. 4
Condensed Consolidated Statements of Cash Flows
for the Three Months ended March 31, 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
PART II - OTHER INFORMATION ................................................ 8
ITEM 1. LEGAL PROCEEDINGS ........................................ 8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ......................... 8
SIGNATURES......................................................... 9
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TLM Corporation and Subsidiary
Consolidated Balance Sheet
March 31, 1995
(Unaudited)
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $157,242
Other current assets 7,598
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Total current assets 164,840
Building at cost, net of accumulated
depreciation of $23,607 655,399
Goodwill, net of accumulated
amortization of $548 15,299
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Total Assets $835,538
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $13,606
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Total current liabilities 13,606
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Long-term note payable - related party,
net of unamortized discount of $62,808 477,192
Deferred tax effect of basis difference
arising on acquisition 20,690
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 336,557 shares 3,366
Additional paid-capital 1,586,568
Retained deficit (1,265,884)
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Total shareholders' equity 324,050
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Total liabilities and shareholders' equity $835,538
==========
</TABLE>
See accompanying notes to consolidated financial statements
3
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TLM Corporation and Subsidiary
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31, 1995
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1995 1994
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Income:
Rental income $32,250 $ --
Interest and dividend 2,918 2,202
Gain on sale of marketable securities 5,542 --
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40,710 2,202
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Expenses:
General and administrative 16,376 250
Depreciation and amortization 6,948 --
Interest expense 11,636 --
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34,960 250
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Income before taxes 5,750 1,952
Income tax expense 1,431 --
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Net income $ 4,319 $1,952
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Income per share $ 0.01 $ 0.01
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</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
TLM Corporation and Subsidiary
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
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1995 1994
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<S> <C> <C>
Net cash (used in) provided by operating activities $ (1,431) $ 2,008
Cash flows used in investing activities:
Purchase of marketable securities (635,389) --
Proceeds from sale of marketable securities 640,931 --
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Net cash used in investing activities 5,542 --
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Cash flows used in financing activities:
Repurchase of common stock (47) (659)
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Net cash used in financing activities (47) (659)
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Net (decrease) increase in cash and cash equivalents 4,064 1,349
Cash and cash equivalents, beginning of quarter 153,178 316,517
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Cash and cash equivalents, end of quarter $ 157,242 $ 317,866
========= =========
Supplemental disclosure of cash flow information:
Income taxes paid, net $ 1,000 $ --
========= =========
Interest paid $ 23,375 $ --
========= =========
</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 accompanying condensed 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 the weighted average number of common shares
outstanding during the year. The number of shares used in determining per share
amounts was 336,606 and 352,048 for the quarters ended March 31, 1995 and 1994
respectively.
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 building. Amortization of goodwill is
computed on the straight line method over twenty-five years. Debt discount is
amortized under the effective interest method.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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 quarter ended March 31, 1995 are
not comparable to the quarter ended March 31, 1994 due to the acquisition of
Eimar Realty Corporation ("Eimar") and the issuance of the promissory note to
effect such acquisition. During the three months ended March 31, 1995, income
increased to approximately $41,000, due to the acquisition of Eimar in May of
1994, which resulted in the recognition of three months of rental income on
Eimar's office building. The increase in general and administrative expenses is
primarily attributed to director fees and other operational expenses. During the
quarter ended March 31, 1994, Price Communications Corporation paid these
expenses.
Net income for the year ended December 31, 1994 was approximately
$4,319 as compared to $1,952 for the year ended December 31, 1993.
CASH FLOW
For the three months ended March 31, 1995, the Company's principal
source of cash flow was the receipt of rental 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 period during 1994, the Company's principal source and use of
cash flow was its operating activities.
LIQUIDITY AND CAPITAL RESOURCES
The Company had approximately $157,000 of cash and cash equivalents at
March 31, 1995. The Company had net working capital of approximately $151,000 at
March 31, 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 93 shares of its Common Stock during the three months
ended March 31, 1995.
7
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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.
On April 6, 1995, the Company filed a Form 8-K to
report an event of March 29, 1995. The report
included an Item 4 discussion of the dismissal of
KPMG Peat Marwick LLP as TLM Corporation's principal
accountant responsible for the audit of the Company's
financial statements.
On April 17, 1995, the Company filed a Form 8-K/A to
report an event of March 29, 1995. The report
included an Item 4 discussion of the dismissal of
KPMG Peat Marwick LLP as TLM Corporation's principal
accountant responsible for the audit of the Company's
financial statements.
On April 21, 1995 the Company filed a form 8-K/A to
report an event of October 6, 1994. The report
included an Item 304 discussion of the dismissal of
Ernst & Young LLP as TLM Corporation's principal
accountant responsible for the audit of the Company's
financial statements.
8
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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: May 11, 1995 By /s/ Robert Price
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Robert Price
Director and President
(Principal Executive Officer)
Dated: May 11, 1995 By /s/ Kim I. Pressman
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Kim I. Pressman
Director and Chairman,
Vice President and Treasurer
(Principal Accounting and Financial Officer)
9
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<PERIOD-END> MAR-31-1995
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