<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 March 31, 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
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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:
270,907 shares of Common Stock, par value $.01 per share, outstanding as of May
1, 1996.
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TLM CORPORATION AND SUBSIDIARY
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
March 31, 1996
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Number
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<S> <C>
Consolidated Balance Sheet at March 31, 1996......................... 3
Consolidated Statements of Operations for the Three
Months ended March 31, 1996 and 1995....................... 4
Condensed Consolidated Statements of Cash Flows
for the Three Months ended March 31, 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................................................... 8
ITEM 1. LEGAL PROCEEDINGS........................................... 8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................ 8
SIGNATURES........................................................... 9
</TABLE>
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TLM CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
March 31, 1996
(Unaudited)
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 269,825
Other current assets 2,823
-----------
Total current assets 272,648
Building at cost, net of accumulated
depreciation of $50,767 628,239
Goodwill, net of accumulated
amortization of $1,180 14,667
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Total assets $ 915,554
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 31,785
-----------
Total current liabilities 31,785
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Long-term note payable - related party,
net of unamortized discount of $45,322 494,678
Net deferred tax liability 27,727
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 270,907 shares 2,709
Additional paid-in capital 1,503,197
Retained deficit (1,144,542)
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Total shareholders' equity 361,364
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Total liabilities and shareholders' equity $ 915,554
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</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,
--------------------
1996 1995
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<S> <C> <C>
Income:
Rental income $32,250 $32,250
Interest and dividends 2,967 2,918
Gain on sale of marketable securities 7,887 5,542
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43,104 40,710
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Expenses:
General and administrative expenses 8,085 16,376
Depreciation and amortization 6,948 6,948
Interest expense 11,633 11,636
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26,666 34,960
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Income before taxes 16,438 5,750
Income tax expense 1,400 1,431
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Net income $15,038 $ 4,319
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Income per share $ 0.05 $ 0.01
======= =======
</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>
Three months
ended March 31,
----------------------
1996 1995
---- ----
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 36,265 $ 4,111
CASH FLOWS USED IN FINANCING ACTIVITIES:
Repurchase of common stock (22,468) (47)
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Net cash used in financing activities (22,468) (47)
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Net increase in cash and cash equivalents 13,797 4,064
Cash and cash equivalents, beginning of period 256,028 153,178
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Cash and cash equivalents, end of period $ 269,825 $ 157,242
========= =========
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 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 283,705 for the three months ended March 31, 1996 and 336,606 for
the three months ended March 31, 1995.
[The remainder of this page was left blank intentionally.]
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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 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, depreciation and amortization, and interest
expense for the quarter ended March 31, 1996 are comparable to the quarter ended
March 31, 1995. General and administrative expenses decreased by approximately
51% to $8,085 for the quarter ended March 31, 1996 reflecting lower insurance
costs as compared with last year's first quarter.
Net income for the three months ended March 31, 1996 was approximately
$15,038 as compared to $4,319 for the three months ended March 31, 1995. Net
income per share was $0.05 and $0.01 for the three months ended March 31, 1996
and 1995, respectively.
CASH FLOW
For both quarters ended March 31, 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.
LIQUIDITY AND CAPITAL RESOURCES
The Company had approximately $270,000 of cash and cash equivalents at
March 31, 1996. The Company had net working capital of approximately $241,000 at
March 31, 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 therefor 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 17,000 shares of its Common
Stock during the quarter ended March 31, 1996.
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:
(27) Financial data schedule
(b) Reports on Form 8-K.
None
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 10, 1996 By /s/ Robert Price
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Robert Price
Director and President
(Principal Executive Officer)
Dated: May 10, 1996 By /s/ Kim I. Pressman
--------------------
Kim I. Pressman
Director and Chairman,
Vice President and Treasurer
(Principal Accounting and Financial Officer)
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 269,825
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 272,648
<PP&E> 679,006
<DEPRECIATION> 50,767
<TOTAL-ASSETS> 915,554
<CURRENT-LIABILITIES> 31,785
<BONDS> 494,678
0
0
<COMMON> 2,709
<OTHER-SE> 358,655
<TOTAL-LIABILITY-AND-EQUITY> 915,554
<SALES> 0
<TOTAL-REVENUES> 43,104
<CGS> 0
<TOTAL-COSTS> 15,033
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,633
<INCOME-PRETAX> 16,438
<INCOME-TAX> 1,400
<INCOME-CONTINUING> 15,038
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,038
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
