<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 June 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
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(Address of Principal Executive Offices)
(212) 757-5600
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(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:
269,089 shares of Common Stock, par value $.01 per share, outstanding as of
July 22, 1996.
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TLM CORPORATION AND SUBSIDIARY
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
June 30, 1996
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
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Page
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Number
--------------------------------- -------
<S> <C>
Consolidated Balance Sheet at June 30, 1996................... 3
Consolidated Statements of Operations for the Three and Six
Months Ended June 30, 1996 and 1995.................. 4
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended June 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
-----------------
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
June 30, 1996
(Unaudited)
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 261,815
Other current assets 2,823
-------------
Total current assets 264,638
-------------
Building at cost, net of accumulated
depreciation of $57,557 621,449
Goodwill, net of accumulated
amortization of $1,338 14,509
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Total assets $ 900,596
=============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 14,435
-------------
Total current liabilities 14,435
-------------
Long-term note payable - related party,
net of unamortized discount of $40,323 499,677
Net deferred tax liability 29,128
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 269,651 shares 2,697
Additional paid-in capital 1,501,953
Retained deficit (1,147,294)
-------------
Total shareholders' equity 357,356
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Total liabilities and shareholders' equity $ 900,596
=============
</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 JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------------- ----------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income:
Rental income $ 32,250 $ 32,250 $64,500 $64,500
Interest and dividends 2,750 1,511 5,717 4,429
Gain on sale of marketable securities 0 2,659 7,887 8,201
--------- --------- -------- --------
35,000 36,420 78,104 77,130
--------- --------- -------- --------
Expenses:
General and administrative expenses 17,655 12,447 25,740 28,823
Depreciation and amortization 6,948 6,948 13,896 13,896
Interest expense 11,749 11,217 23,382 22,853
--------- --------- -------- --------
36,352 30,612 63,018 65,572
--------- --------- -------- --------
Income before taxes (1,352) 5,808 15,086 11,558
Income tax expense 1,400 1,431 2,800 2,862
--------- --------- -------- --------
Net (loss) income $ (2,752) $ 4,377 $12,286 $ 8,696
========= ========= ======== ========
(Loss) income per share $ (0.01) $ 0.01 $ 0.04 $ 0.03
========= ========= ======== ========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
TLM CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
---------------------------
1996 1995
---- ----
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 29,511 $ 22,903
CASH FLOWS USED IN FINANCING ACTIVITIES:
Repurchase of common stock (23,724) (50,955)
--------- ---------
Net cash used in financing activities (23,724) (50,955)
--------- ---------
Net increase in cash and cash equivalents 5,787 (28,052)
Cash and cash equivalents, beginning of period 256,028 153,178
--------- ---------
Cash and cash equivalents, end of period $261,815 $125,126
========= =========
Supplemental disclosure of cash flow information:
Income taxes paid, net $ - $ 1,000
========= =========
Interest paid $ 13,500 $ 13,426
========= =========
</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 271,000 and 277,000 for the three and six months ended June 30,
1996, and 329,000 and 322,000 for the three and six months ended June 30, 1995.
[THE REMAINDER OF THIS PAGE WAS LEFT BLANK INTENTIONALLY.]
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 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 three and six months ended June 30, 1996 are comparable to the
corresponding periods last year. General and administrative expenses increased
by approximately 42% to $17,655 for the quarter ended June 30, 1996 compared
with last year's second quarter, reflecting increased accounting fees. In the
six months ended June 30, 1996, the increase in accounting fees was partially
offset by lower insurance costs as compared with the six months ended June
30, 1995.
The Company had a net loss for the three months ended June 30, 1996 of
$2,752, or $0.01 per share, as compared with net income of $4,377,
representing $0.01 per share for the three months ended June 30, 1995. Net
income was $12,286 and $8,696 for the six months ended June 30, 1996 and 1995,
respectively, and net income per share was $0.04 and $0.03, respectively.
CASH FLOW
For both the six months ended June 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.
LIQUIDITY AND CAPITAL RESOURCES
The Company had approximately $262,000 of cash and cash equivalents at
June 30, 1996. The Company had net working capital of approximately $250,000
at June 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 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 18,000 shares of its
Common Stock during the six months ended June 30, 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: July 22, 1996 By /s/ Robert Price
------------------------------
Robert Price
Director and President
(Principal Executive Officer)
Dated: July 22, 1996 By /s/ Kim I. Pressman
------------------------------
Kim I. Pressman
Director and Chairman,
Vice President and Treasurer
(Principal Accounting and Financial
Officer)
9
<PAGE> 10
EXHIBITS INDEX
EXHIBIT No. DESCRIPTION
27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 261815
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 264638
<PP&E> 679006
<DEPRECIATION> 57557
<TOTAL-ASSETS> 900596
<CURRENT-LIABILITIES> 14435
<BONDS> 499677
0
0
<COMMON> 2697
<OTHER-SE> 354659
<TOTAL-LIABILITY-AND-EQUITY> 900596
<SALES> 0
<TOTAL-REVENUES> 78104
<CGS> 0
<TOTAL-COSTS> 39636
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23382
<INCOME-PRETAX> 15086
<INCOME-TAX> 2800
<INCOME-CONTINUING> 12286
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12286
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0.04
</TABLE>
