<PAGE> 1
UNITED STATES
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, 1996
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)
(212) 757-5600
--------------
(Registrant's telephone number)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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:
257,172 shares of Common Stock, par value $.01 per share, outstanding as of
October 28, 1996.
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TLM CORPORATION AND SUBSIDIARY
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
September 30, 1996
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Number
------
<S> <C>
Consolidated Balance Sheet at September 30, 1996 ................ 3
Consolidated Statements of Operations for the Three and Nine
Months ended September 30, 1996 and 1995 ............... 4
Condensed Consolidated Statements of Cash Flows
for the Nine Months ended September 30, 1996 and 1995 .. 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 .............................................. 9
SIGNATURES ...................................................... 10
</TABLE>
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TLM CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(Unaudited)
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 264,324
Other current assets 6,450
-----------
Total current assets 270,774
Building at cost, net of accumulated
depreciation of $64,347 614,659
Goodwill, net of accumulated
amortization of $1,496 14,351
-----------
Total assets $ 899,784
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 24,065
-----------
Total current liabilities 24,065
Long-term note payable - related party,
net of unamortized discount of $35,208 504,792
Net deferred tax liability 30,532
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; issued and outstanding
260,472 shares 2,605
Additional paid-in capital 1,490,071
Retained deficit (1,152,281)
-----------
Total shareholders' equity 340,395
-----------
Total liabilities and shareholders' equity $ 899,784
===========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 4
TLM CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
---------------------------- ----------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income:
Rental income $ 32,250 $ 32,250 $ 96,750 $ 96,750
Interest and dividends 3,377 2,211 9,094 6,640
Gain (loss) on sale of marketable securities 0 (2,603) 7,887 5,598
-------- --------- -------- ---------
35,627 31,858 113,731 108,988
-------- --------- -------- ---------
Expenses:
General and administrative expenses 20,399 42,060 46,139 70,883
Depreciation and amortization 6,948 6,948 20,844 20,844
Interest expense 11,867 11,322 35,249 34,175
-------- --------- -------- ---------
39,214 60,330 102,232 125,902
-------- --------- -------- ---------
(Loss) income from operations (3,587) (28,472) 11,499 (16,914)
Other income 0 150,000 0 150,000
-------- --------- -------- ---------
(Loss) income before taxes (3,587) 121,528 11,499 133,086
Income tax expense 1,400 17,634 4,200 20,496
-------- --------- -------- ---------
Net (loss) income $ (4,987) $ 103,894 $ 7,299 $ 112,590
======== ========= ======== =========
(Loss) income per share $ (0.02) $ 0.35 $ 0.03 $ 0.36
======== ========= ======== =========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
TLM CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30,
-------------------------------
1996 1995
--------- ---------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 43,994 $ 149,634
--------- ---------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Repurchase of common stock (35,698) (61,606)
--------- ---------
Net cash used in financing activities (35,698) (61,606)
--------- ---------
Net increase in cash and cash equivalents 8,296 88,028
Cash and cash equivalents, beginning of period 256,028 153,178
--------- ---------
Cash and cash equivalents, end of period $ 264,324 $ 241,206
========= =========
Supplemental disclosure of cash flow information:
Income taxes paid, net $ -- $ 1,000
========= =========
Interest paid $ 20,250 $ 36,912
========= =========
</TABLE>
See accompanying notes to consolidated financial statements
5
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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 period,
which was approximately 267,000 and 274,000 for the three and nine months ended
September 30, 1996, and 296,000 and 317,000 for the three and nine months ended
September 30, 1995.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The Company's main sources of revenues 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 had a net loss for the three months ended September 30,
1996 of $4,987, or $.02 per share, as compared with the net income of $103,894,
representing $.35 per share for the three months ended September 30, 1995. Net
income was $7,299 and $112,590 for the nine months ended September 30, 1996 and
1995, respectively, and net income per share was $.03 and $.36, respectively.
Net income for the three and nine months ended September 30, 1996
decreased approximately $105,000 from the corresponding periods in 1995. This is
due to a one-time consulting project during the third quarter of 1995 which
resulted in $150,000 of other income for the Company. This $150,000 decrease in
other income was partially offset by a decrease in overall general &
administrative expenses.
CASH FLOW
For both the nine months ended September 30, 1996 and 1995, the
Company's principal source and use of cash flow was from operating activities,
primarily for the purchase and sale of marketable equity securities and rental
income.
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 $264,000 of cash and cash equivalents at
September 30, 1996. The Company had net working capital of approximately
$247,000 at September 30, 1996.
During July 1993, the Company's Board of Directors authorized the
repurchase by the Company of odd lot shares of its Common Stock out of funds
legally available therefore in addition to shares purchased under 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 27,000 shares of its Common
Stock during the nine months ended September 30, 1996.
(The remainder of this page was left blank intentionally)
8
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PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
9
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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: October 29, 1996 By /s/ Robert Price
_______________________
Robert Price
Director and President
(Principal Executive Officer)
Dated: October 29, 1996 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 NO. DESCRIPTION
27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 264,324
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 270,774
<PP&E> 679,006
<DEPRECIATION> 64,347
<TOTAL-ASSETS> 899,784
<CURRENT-LIABILITIES> 24,065
<BONDS> 504,792
0
0
<COMMON> 2,605
<OTHER-SE> 337,790
<TOTAL-LIABILITY-AND-EQUITY> 899,784
<SALES> 0
<TOTAL-REVENUES> 113,731
<CGS> 0
<TOTAL-COSTS> 102,232
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 11,499
<INCOME-TAX> 4,200
<INCOME-CONTINUING> 7,299
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,299
<EPS-PRIMARY> .03
<EPS-DILUTED> 0
</TABLE>
