U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1996
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
Commission file No. 0-13167
TM CENTURY, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 73-1220394
(State of incorporation) (IRS Employer Identification No.)
2002 Academy, Dallas, Texas 75234
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (214) 247-8850
Check whether the issuer (1) 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___
The number of issuer's shares of Common Stock outstanding as
of April 30, 1996 was 2,537,193.
Transitional Small Business Disclosure Format (check one):
Yes__ No X
TM CENTURY, INC.
Balance Sheets
March 31, 1996 (Unaudited) and September 30, 1995
ASSETS
March 31, September 30,
1996 1995
CURRENT ASSETS
Cash $ 331,811 $ 245,812
Accounts and notes receivable
less allowances of $111,000 and $112,000 764,090 915,798
Inventories, net 1,551,748 1,654,197
Federal income taxes 132,220 132,220
Deferred federal income taxes 156,509 166,063
Prepaid expenses 31,651 22,976
------------ ----------
TOTAL CURRENT ASSETS 2,968,029 3,137,066
PROPERTY AND EQUIPMENT 1,897,131 1,878,452
Less accumulated depreciation (1,114,827) (1,016,452)
------------ -----------
NET PROPERTY AND EQUIPMENT 782,304 862,000
INVENTORIES - NONCURRENT 472,375 587,217
OTHER ASSETS 15,388 16,388
------------ -----------
TOTAL $4,238,096 $4,602,671
LIABILITIES AND STOCKHOLDERS' EQUITY
CURENT LIABILITIES
Accounts payable $ 169,997 $ 205,082
Accrued expenses 135,117 201,456
Customer deposits 40,508 151,502
---------- ---------
TOTAL CURRENT LIABILITIES 345,622 558,040
CUSTOMER DEPOSITS - noncurrent 156,489 204,093
DEFERRED FEDERAL INCOME TAXES 46,212 75,510
---------- ---------
TOTAL LIABILITIES 548,323 837,643
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; authorized 7,500,000 shares;
2,970,481 shares issued 29,705 29,705
Paid-in capital 2,275,272 2,275,272
Treasury stock - at cost, 433,288 shares (1,250,316) (1,250,316)
Retained earnings 2,635,112 2,710,367
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 3,689,773 3,765,028
---------- ----------
TOTAL $4,238,096 $4,602,671
See notes to interim financial statements.
TM CENTURY, INC.
Statements of Operations and Retained Earnings (Unaudited)
For the Three Months Ended March 31, 1996 and 1995
1996 1995
REVENUES $1,718,845 $ 2,188,220
Less Commissions 279,483 382,470
----------- ----------
NET REVENUES 1,439,362 1,805,750
COSTS AND EXPENSES:
Production, programming and technical costs 712,189 1,087,803
General and administrative 659,685 680,698
Selling 120,394 151,882
Depreciation 47,562 46,049
----------- ---------
TOTAL 1,539,830 1,966,432
OPERATING LOSS (100,468) (160,682)
OTHER INCOME (EXPENSES):
Interest income 2,086 2,190
Other - (15,000)
----------- ----------
TOTAL 2,086 (12,810)
LOSS BEFORE INCOME TAXES (98,382) (173,492)
INCOME TAX (BENEFIT) PROVISION:
Current - (64,406)
Deferred (7,654) 7,178
------------ ----------
TOTAL (7,654) (57,228)
NET LOSS ($ 90,728) ($116,264)
RETAINED EARNINGS, BEGINNING OF PERIOD 2,725,840 3,187,354
----------- ------------
RETAINED EARNINGS, END OF PERIOD $2,635,112 $3,071,090
NET LOSS PER COMMON SHARE ($0.04) ($0.05)
============ ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,537,193 2,537,193
See notes to interim financial statements.
TM CENTURY, INC.
Statements of Operations and Retained Earnings (Unaudited)
For the Six Months Ended March 31, 1996 and 1995
1996 1995
REVENUES $3,473,561 $4,476,290
Less Commissions 632,934 773,055
---------- ---------
NET REVENUES 2,840,627 3,703,235
COSTS AND EXPENSES:
Production, programming and technical costs 1,462,452 2,160,660
General and administrative 1,188,824 1,406,828
Selling 190,564 356,125
Depreciation 98,375 100,759
---------- ---------
TOTAL 2,940,215 4,024,372
OPERATING LOSS (99,588) (321,137)
OTHER INCOME (EXPENSES):
Interest income 4,656 7,854
Other (67) (23,922)
----------- ----------
TOTAL 4,589 (16,068)
LOSS BEFORE INCOME TAXES (94,999) (337,205)
INCOME TAX BENEFIT:
Current - (109,465)
Deferred (19,744) (1,285)
---------- ---------
TOTAL (19,744) (110,750)
NET LOSS ($ 75,255) ($ 226,455)
RETAINED EARNINGS, BEGINNING OF PERIOD 2,710,367 3,297,545
--------- ---------
RETAINED EARNINGS, END OF PERIOD $2,635,112 $3,071,090
=========== ===========
NET LOSS PER COMMON SHARE ($0.03) ($0.09)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,537,193 2,537,193
See notes to interim financial statements.
TM CENTURY, INC.
Statements of Cash Flows (Unaudited)
For the Six Months Ended March 31, 1996 and 1995
1996 1995
OPERATING ACTIVITIES:
Net Loss ($75,255) ($226,455)
Adjustments to reconcile net income
to net cash provided by (used in) operations:
Depreciation 98,375 100,759
Amortization 188,638 217,873
Deferred income taxes (19,744) (6,385)
Provision for doubtful accounts 42,000 30,000
Payments received on installment receiv - 9,075
Changes in operating assets and liabilities:
Accounts receivable 105,284 (33,077)
Inventories 28,654 (418,259)
Prepaid expenses and other assets (7,675) 3,053
Accounts payable and accrued expen(101,424) 190,379
Federal income taxes receivable/pa - (4,365)
Deferred revenue - (12,954)
Customer deposits (158,598) (43,888)
------------ ----------
NET CASH FROM OPERATING ACTIVITIES 100,255 (194,244)
INVESTING ACTIVITIES:
Purchase of U.S. Treasury Securities - (294,423)
(Increase) decrease in other assets - (61)
Purchases of property and equipment (18,679) (202,905)
Principal payments received on notes recei 4,423 8,597
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (14,256) (488,792)
FINANCING ACTIVITIES:
Fractional shares paid to stockholders - (1)
----------- ----------
NET CASH USED IN FINANCING ACTIVITIES 0 (1)
INCREASE (DECREASE) IN CASH 85,999 (683,037)
CASH AT BEGINNING OF PERIOD 245,812 746,912
----------- ----------
CASH AT END OF PERIOD $331,811 $63,875
See notes to interim financial statements.
TM CENTURY INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
MARCH 31, 1996 AND 1995
1. BASIS OF PRESENTATION
The interim financial statements of TM Century, Inc. (the
"Company") at March 31, 1996, and for the three and six
months ended March 31, 1996 and 1995, are unaudited, but
include all adjustments (consisting only of normal recurring
adjustments) which the Company considers necessary for a fair
presentation. The September 30, 1995 balance sheet was
derived from the balance sheet included in the Company's
audited financial statements as filed on Form 10-KSB for the
year ended September 30, 1995. Certain amounts previously
reported in prior interim financial statements have been
reclassified to conform to the 1996 presentation.
The accompanying unaudited interim financial statements are
for interim periods and do not include all disclosures
normally provided in annual financial statements, and should
be read in conjunction with the Company's audited financial
statements. The accompanying unaudited interim financial
statements for the three and six months ended March 31, 1996
are not necessarily indicative of the results which can be
expected for the entire fiscal year.
2. STOCK OPTION PLAN
On December 3, 1991, the Board of Directors approved a Long
Term Incentive Plan (the "Plan") which provides for grants of
Incentive Stock Options to selected employees and for grants
of Nonqualified Stock Options to any persons who in the
opinion of the Board of Directors perform significant services
on behalf of the Company. Each member of the Compensation
Committee who is not an employee or full-time consultant of
the Company is automatically granted in December of each year,
commencing in 1991, for five years (but only for so long as he
or she remains a member of the Compensation Committee), a
Nonqualified Stock Option for 2,500 shares. The maximum number
of shares which may be issued pursuant to the exercise of
options under the Plan was 187,500 shares. Effective October
28, 1993, the Board of Directors approved an amendment to the
Plan which increased the total number of shares which may be
issued to 250,000 shares of common stock.
The option price of Incentive Stock Options is not less that
the fair market value of the common stock at the date of
grant. All outstanding Incentive Stock Options vest over a
period of five years from the date of grant.
The option price of outstanding Nonqualified Stock Options is
$1.20 per share. All outstanding Nonqualified Stock Options
are 20% vested upon grant, 50% vested after year one, and 100%
vested after two years.
Option information for the quarter ended March 31, 1996:
At March 31, 1996 Option Price Number of
per Share Shares
Options outstanding:
Incentive $1.0625 - $2.50 185,000
Nonqualified $1.20 25,000
Option exercisable:
Incentive $1.125 - $2.50 64,375
Nonqualified $1.20 18,500
Options granted during the quarter: 25,000
Options exercised during the quarter: None
3. INCOME TAXES
Deferred income taxes are provided, when applicable, on
temporary differences between the recognition of income and
expense for tax and for financial accounting purposes in
accordance with Statement of Financial Accounting Standards
No. 109 ("SFAS 109"). Temporary differences which give rise
to deferred taxes include basis differences of property and
equipment, accelerated tax depreciation in excess of book
depreciation, and valuation allowances provided in excess of
amounts deductible for tax purposes. Under the provisions of
SFAS 109, recognition of deferred tax assets is permitted for
such amounts which can be carried forward to future periods.
The Company has recorded a deferred tax asset of $157,000
reflecting the benefit of $340,000 in net operating losses
which is available for carryforward until 2008. Realization
is dependent on generating sufficient taxable income prior to
expiration of the loss carryforwards. Although realization is
not assured, management believes it is more likely than not
that all of the deferred tax asset will be realized. The
amount of the deferred tax asset considered realizable,
however, could be reduced in the near term if estimates of
future taxable income during the carryforward period are
reduced.
4. RENEWAL OF LINE CREDIT
Effective February 28, 1996, the Company renewed its $300,000
revolving line of credit (the "Line of Credit") for a one year
term. Borrowings under the Line of Credit bear a fluctuating
interest rate of prime plus 1.5%, payable monthly , and the
Company provides a negative pledge on all accounts receivable,
contract rights, and inventory of the Company. The Line of
Credit, which bears a commitment fee of .5% per annum, is
renewable annually, subject to the consent of both parties.
No borrowings were drawn under the Line of Credit during the
six months ended March 31, 1996. Refer to discussion in
subsequent event below.
5. EDS AGREEMENT
On February 9, 1996 the Company entered into a five year
marketing agreement with Electronic Data Systems Corporation
("EDS"), which provides the Company with the exclusive right
to distribute and sublicense the EDS CoSTAR Trademark "(TM)"
hard disk audio storage and retrieval system to radio
stations within the United States and its territories. The
CoSTAR(TM) system is a collection of integrated software
applications that allows a broadcaster to digitally record
and edit material for distribution within a facility on a
local area network (LAN) or to remote sites via a wide area
network (WAN). The growing trend to multi-station facilities
and the expansion of broadcast groups allow broadcasters to
take advantage of the cost savings of consolidation and the
marketing opportunities of multimedia technologies. The
agreement provides exclusive distribution rights to the Company
through December 31, 2000, subject to meeting certain annual
performance goals. The Company also anticipates entering into
service agreements with end users of the CoSTAR(TM) system.
The CoSTAR(TM) system is not expected to impact revenues until
the first quarter of fiscal 1997 due to further development needs
and support systems.
6. SUBSEQUENT EVENT
In May 1996 the Company entered into a lease agreement for the
financing of an upgrade of its computer hardware and software
systems. The lease will have a term of three years and will
be backed by a letter of credit in the amount of $200,000.
The letter of credit reduces the availability under the
Company's revolving Line of Credit from $300,000 to $100,000.
The cost of the project is estimated at $500,000 and is
anticipated to be completed by the end of the fiscal year.
TM CENTURY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
TM Century, Inc. is primarily engaged in the creation,
production, marketing, and worldwide distribution of compact
disc music libraries, production libraries, station
identification jingles, computer software used in music
scheduling, specialized computer equipment and software, and
compact disc players for radio stations.
LIQUIDITY AND CAPITAL RESOURCES
The Company relies upon current sales of music libraries,
jingles, and specialized computer equipment and software on
terms of cash upon delivery for operating liquidity.
Liquidity is also provided by monthly revenues under three-
year contracts for production libraries and under weekly music
service contracts having one month to three-year terms. The
Company is obligated to provide music updates throughout the
contract terms for its weekly music service contracts. Sales
of music libraries, jingles, and specialized computer
equipment and software and the payments under production
library and weekly music service contracts will provide, in
the opinion of management, adequate liquidity to meet
operating requirements at least through the end of fiscal year
1996.
During the six months ended March 31, 1996, the Company made
capital expenditures of $19,000 for the purchase of property
and equipment and incurred product development costs of
$76,000 for software development, new music libraries, and
music library updates. Funds for operating needs, new product
development and capital expenditures, for the period were
provided from cash reserves. The Company's expenditures for
property, equipment, and development of new products are
discretionary. In May 1996 the Company entered into a lease
agreement for the financing of an upgrade of its computer
hardware and software systems, which is anticipated to be
completed by the end of the fiscal year. The cost of the
project is estimated at $500,000, payable over the term of the
lease at an effective interest rate of approximately 8.5% .
The term of the lease will be three years and the lease will
be backed by a letter of credit in the amount of $200,000.
The letter of credit reduces the availability under the
Company's revolving Line of Credit from $300,000 to
$100,000. Management anticipates that cash flow from operations
and cash reserves will be sufficient to meet these capital
requirements at least through the end of fiscal year 1996.
The Company's revolving Line of Credit with a bank provides a
negative pledge on all accounts receivable, contract rights,
and inventory of the Company. Borrowings under the Line of
Credit bear a fluctuating interest rate of prime plus 1.5%,
payable monthly The Line of Credit, which bears a commitment
fee of 0.5% per annum, is renewable annually, subject to the
consent of both parties. The Line of Credit was renewed
effective February 28, 1996. No borrowings were drawn under
the Line of Credit during the quarter.
RESULTS OF CONTINUING OPERATIONS
Comparison of the Three Month Periods Ended March 31, 1995 and
1996
Revenues declined approximately 21% in the three month period
ended March 31, 1996 as compared to the same period for the
previous year. The decrease was due primarily to a decline in
compact disc music library sales prices and declines in
production library, and specialized computer equipment and
software sales volume.
As the compact disc music library market matures, sales of
compact discs are generated primarily from changes in music
formats rather than from conversions to compact disc music
delivery technology. Management believes that the decline in
compact disc music library revenues may continue as the
compact disc music library market has reached a substantial
level of maturity in the United States, which is the market
from which the Company derives most of its music library
revenues. A decline in revenues from music library sales may
result in a proportionately greater decline in operating
income because music libraries provide higher margins than the
Company's other products.
The decrease in production library revenue resulted primarily
from the expiration of three-year contracts entered into by
the Company with customers in prior years. The decrease in
revenues resulted from a reduced demand for new contracts and
the nonrenewal of expired contracts in the United States.
Although production library revenues may continue to decline
as additional three-year contracts expire, management believes
that production libraries will continue to generate a
significant portion of overall revenues from sales of new
products as well as existing products. Renewals and new sales
growth are subject to customer acceptance of the new products.
Management believes that the decline in specialized computer
equipment sales was the result of the training time devoted by
the technical sales force to the new EDS CoSTAR(TM) hard disc
audio storage and retrieval system. The CoSTAR(TM) system is
not expected to impact revenues until the first quarter of
fiscal 1997 due to further development needs and support systems.
The decline in software revenue was due to the change in the
software supplier and the difficulty in transitioning
customers to a new software. During January 1996, the
Company's agreement with its previous supplier of computer
software used by customers in programming music play sequences
and for automated music playback systems was terminated.
Negotiations with another supplier were finalized in the
second quarter of fiscal year 1996. Due to the difficulty in
transitioning customers to a new software, revenues from
software sales are expected to be below 1995 levels for the
remainder of fiscal year 1996. Revenues of computer software
comprised 7% of revenues during fiscal year 1995.
Production, programming and technical costs decreased as the
result of restructuring and cost reduction measures which were
initiated during the second quarter of fiscal year 1995. This
included a reduction of personnel and other cost cutting
measures as well as the discontinuation of unprofitable
product lines.
General and administrative costs also decreased as a result of
restructuring and cost reduction measures these. This
decrease was partially offset by a settlement of approximately
$60,000 with a long distance service carrier relating to
long distance calls fraudulently charged to the Company's
toll free telephone numbers. The Comapany has taken steps to
prevent the occurence of such fraud in the future. The Company
has discontinued its toll free telephone numbers and has
experienced no reduction in incoming sales calls.
Selling costs decreased due to decreases in advertising and
promotion expenses.
Other expenses decreased as a result of a provision for loss
on the sale of certain production equipment in fiscal year
1995.
Comparison of the Six Month Periods Ended March 31, 1995 and
1996
Revenues declined approximately 22% in the six month period
ended December 31, 1995 as compared to the same period for the
previous year. The decrease was due primarily to a decline in
specialized computer equipment sales volume. Management
believes that the decline in specialized computer equipment
sales was due primarily to a restructuring of the marketing
staff in the first quarter of fiscal 1996 to create a separate
technical sales department and to the training time devoted by
the technical sales force to the new EDS CoSTAR(TM) hard
disc audio storage and retrieval system. Revenues also
declined due to declines in compact disc music library sales
volume and prices and declines in production library and
station identification jingle sales. Refer to discussion above
concerning compact disc music libraries and production libraries
for the three month period ended March 31, 1996. Sales of
weekly music services increased during the period partially
offsetting the overall decrease in music library revenues.
Production, programming and technical costs decreased as the
result of restructuring and cost reduction measures
discussed above for the three month period ended March 31,
1996.
Selling costs decreased due to decreases in advertising and
promotion expenses as well as convention and convention-
related advertising expenses incurred in October of the prior
year.
General and administrative costs decreased as a result of the
restructuring and cost reduction measures discussed above and
compensation, legal and other professional fees associated
with the resignation of a director and officer of the Company
in November, 1994.
Other expenses decreased as a result of one-time costs
associated with the resignation of an officer of the Company
in November, 1994.
PART II. OTHER INFORMATION
Item 1. Legal proceedings - Not applicable.
Item 2. Changes in securities - Not applicable.
Item 3. Defaults upon senior securities - Not applicable.
Item 4. Submission of matters to a vote of security holders
The holders of approximately 68% of the outstanding common
stock of the Company, by written consent executed as of
February 23, 1996 in accordance with Delaware law, (i) re-
elected each of the four directors of the Company, Neil W.
Sargent, Marjorie L. McIntyre, Ann Armstrong Bellows and
Donald E. Latin, and (ii) approved the appointment of Deloitte
& Touche as the Company's independent public accountants for
the fiscal year ending September 30, 1996. The Company did
not solicit proxies or consents in connection therewith.
Item 5. Other information - Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Material Contracts:
1. WMCA Line of Credit Extension Letter Agreement by and
between Merrill Lynch Business Financial Services Inc. and TM
Century, Inc. dated March 18, 1996.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
three month period ending March 31, 1996
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: May 14, 1996
TM CENTURY, INC.
BY:/s/Janette L. Williams
Janette L. Williams
Chief Accounting Officer
(Principal Accounting Officer)
BY:/s/Neil W. Sargent
Neil W. Sargent
Chief Executive Officer
(Principal Executive Officer)