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, 1998 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission file No. 0-13167 TM CENTURY, INC. (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: (972) 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, 1998 was 2,483,193. Transitional Small Business Disclosure Format (check one): Yes__ No X TM Century, Inc. Balance Sheets As of March 31, 1998 (Unaudited) and September 30, 1997 ASSETS March 31, 1998 September 30, 199 CURRENT ASSETS Cash 324,982 294,33 Accounts and notes receivable 883,121 983,76 less allowance for doubtful accounts (157,361) (250,000 Inventories, net 749,357 779,95 Deferred federal income taxes 146,630 154,53 Prepaid expenses and other current 17,897 25,22 assets TOTAL CURRENT ASSETS 1,964,626 1,987,80 PROPERTY AND EQUIPMENT 2,507,874 2,463,95 Less accumulated depreciation (1,716,617) (1,548,617 NET PROPERTY AND EQUIPMENT 791,257 915,34 INVENTORIES - NONCURRENT, net 147,244 143,64 OTHER ASSETS 18,325 18,26 TOTAL ASSETS 2,921,452 3,065,05 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable 58,705 69,45 Accrued expenses 178,564 205,67 Current portion of obligation under 171,570 178,03 capital lease Deferred revenue 71,545 56,01 Customer deposits 17,858 26,35 TOTAL CURRENT LIABILITIES 498,242 535,52 OBLIGATIONS UNDER CAPITAL LEASE 47,593 128,75 CUSTOMER DEPOSITS - NONCURRENT 172,102 166,41 DEFERRED FEDERAL INCOME TAXES 18,500 26,40 TOTAL LIABILITIES 736,437 857,10 STOCKHOLDERS' EQUITY Common stock, $.01 par value; authorized 29,705 29,70 7,500,000 shares; 2,970,481 shares issued; and 2,483,193 shares outstanding Paid-in capital 2,275,272 2,275,27 Treasury stock - at cost, 487,288 (1,291,227) (1,291,227 Retained earnings 1,171,265 1,194,20 TOTAL STOCKHOLDERS' EQUITY 2,185,015 2,207,95 TOTAL LIABILITIES AND STOCKHOLDERS' 2,921,452 3,065,05 EQUITY TM CENTURY, INC. Statements of Operations and Retained Earnings (Unaudited) For the Three Months Ended March 31, 1998 and 1997 1998 1997 REVENUES 1,801,556 1,846,758 Less commissions 326,498 332,104 NET REVENUES 1,475,058 1,514,654 COSTS AND EXPENSES: Production, programming and technical costs 578,635 744,039 General and administrative 491,928 554,665 Selling costs 270,481 244,250 Depreciation 84,000 90,000 Reduction in carrying value of inventories 0 148,000 TOTAL 1,425,044 1,780,954 OPERATING INCOME (LOSS) 50,014 (266,300) OTHER INCOME (EXPENSES) Other, net 3,297 3,022 Interest expense (4,243) (5,503) TOTAL (946) (2,481) INCOME (LOSS) BEFORE INCOME TAXES 49,068 (268,781) INCOME TAX (BENEFIT) PROVISION 0 0 NET INCOME (LOSS) 49,068 (268,781) RETAINED EARNINGS, BEGINNING OF PERIOD 1,122,197 1,727,580 RETAINED EARNINGS, END OF PERIOD 1,171,265 1,458,799 BASIC NET INCOME (LOSS) PER SHARE 0.02 (0.11) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2,483,193 2,491,624 TM CENTURY, INC. Statements of Operations and Retained Earnings (Unaudited) For the Six Months Ended March 31, 1998 and 1997 1998 1997 REVENUES 3,475,643 3,507,398 Less commissions 633,055 642,165 NET REVENUES 2,842,588 2,865,233 COSTS AND EXPENSES: Production, programming and technical costs 1,112,407 1,489,488 General and administrative 1,030,936 1,143,011 Selling costs 549,761 459,311 Depreciation 168,000 180,368 Reduction in carrying value of inventories 0 148,000 TOTAL 2,861,104 3,420,178 OPERATING INCOME (LOSS) (18,516) (554,945) OTHER INCOME (EXPENSES) Other, net 4,979 5,374 Interest expense (9,403) (13,180) TOTAL (4,424) (7,806) INCOME (LOSS) BEFORE INCOME TAXES (22,940) (562,751) INCOME TAX (BENEFIT) PROVISION 0 0 NET INCOME (LOSS) (22,940) (562,751) RETAINED EARNINGS, BEGINNING OF PERIOD 1,194,205 2,021,550 RETAINED EARNINGS, END OF PERIOD 1,171,265 1,458,799 BASIC NET INCOME (LOSS) PER SHARE (0.01) (0.22) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2,483,193 2,514,283 TM Century, Inc. Statement of Cash Flows (Unaudited) For the Six Months Ended March 31, 1998 and 1997 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) (22,940) (562,751) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 168,000 180,368 Amortization 142,800 138,190 Provision for doubtful accounts 20,000 40,000 Reduction in carrying value of inventories 0 148,000 Change in assets and liabilities Increase (Decrease) in cash for changes in: Trade accounts receivable (11,994) (112,646) Inventories (115,800) 139,307 Prepaid expenses 7,262 (58,705) Accounts payable and accrued expenses (37,857) 55,218 Deferred revenue 15,534 7,160 Customer deposits (2,815) 16,727 NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 162,190 (9,132) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (43,916) (17,478) Acquisition of treasury stock 0 (40,911) NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (43,916) (58,389) CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on capital lease obligations (87,625) (80,611) NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (87,625) (80,611) NET INCREASE (DECREASE) IN CASH 30,649 (148,132) CASH AT BEGINNING OF PERIOD 294,333 377,855 CASH AND CASH EQUIVALENTS AT END OF PERIOD 324,982 229,723 TM CENTURY INC. NOTES TO INTERIM FINANCIAL STATEMENTS MARCH 31, 1998 AND 1997 1. BASIS OF PRESENTATION The interim financial statements of TM Century, Inc. (the _Company_) at March 31, 1998, and for the three and six months ended March 31, 1998 and 1997, are unaudited, but include all adjustments (consisting only of normal recurring adjustments) which the Company considers necessary for a fair presentation. The September 30, 1997, 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, 1997. Certain amounts previously reported in prior interim financial statements have been reclassified to conform to the 1998 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, 1998, are not necessarily indicative of the results which can be expected for the entire fiscal year. 2. 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 net operating loss carryforwards of approximately $1.3 million available to offset future taxable income expiring in 2008 through 2010. The Company has recorded a deferred tax asset of $155,000 after deduction of a valuation allowance of $522,000 to reduce the total deferred tax asset because it is likely that a portion of the tax asset will not be realized. Realization is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. Management believes it is more likely than not that the non-reserved portion 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. Certain provisions of the tax law may limit the net operating loss, capital loss and credit carryforwards available for use in any given tax year in the event of a significant change in ownership interest. 3. LONG-TERM DEBT AND LEASE OBLIGATIONS The Company's Line of Credit was renewed through February 28, 1999 for $500,000 which represented a $200,000 increase compared to the prior year. The Company's $500,000 revolving Line of Credit with a bank grants a first lien and security interest in and upon 80% of the Company's domestic accounts and chattel paper, chattel paper with installments or other sums more than 90 days past due, and accounts and chattel paper due from any person or entity not domiciled in the United States. Borrowings under the Line of Credit bear a fluctuating interest rate of prime plus 1.5%, payable monthly. The Line of Credit, which bears an annual commitment fee of 0.5% of the unused amounts, is renewable annually, subject to the consent of both parties. No borrowings were drawn under the Line of Credit during the quarter. In conjunction with the Company's leasing arrangement discussed below, the availability under the Line of Credit is reduced from $500,000 to $300,000 due to a $200,000 letter of credit. In May, 1996, the Company entered into a lease agreement for the financing of an upgrade of its computer hardware and software systems. During the quarter ended December 31, 1997, the Company obtained financing on the remaining $100,000 of the total $550,000 project. The lease is backed by a $200,000 letter of credit which must be renewed annually subject to the renewal of the Company's Line of Credit. The requirement of the letter of credit will be reviewed on an annual basis. The lease has a term of three years and is scheduled to expire in November, 1999. The lease contains an option to purchase the equipment at its fair market value or renew the lease at its fair market rental value at the end of the initial term. Based on borrowing rates currently available to the Company on similar arrangements, the fair value of the lease agreement approximates the carrying value. 4. Earnings Per Share In February, 1997, the Financial Accounting Standards Board ("FASB") issued Statement No. 128, "Earnings per Share", effective for periods ending after December 15, 1997. Basic earnings per share are calculated on the weighted average number of common shares outstanding during each period. All prior period earnings per share amounts have been restated in accordance with FASB No. 128. Diluted earnings per share are not materially different than basic earnings per share. TM CENTURY, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION TM Century, Inc. (the "Company") is engaged primarily in the creation, production, marketing, and worldwide distribution of compact disc music libraries, production libraries, morning show services, and station identification jingles, for radio stations worldwide. Forward-Looking Statements This Quarterly Report contains forward-looking statements about the business, financial condition and prospects of the Company that reflect assumptions made by management and management's beliefs based on information currently available to it. The Company can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of management's assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the Company's actual results may differ materially from those indicated by the forward- looking statements. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, continued maturation of the domestic and international markets for compact disc technology; acceptance by the customers of the Company's existing and any new products and formats; the development by competitors of products using improved or alternative technologies and the potential obsolescence of technologies used by the Company; the continued availability of software, hardware and other products obtained by the Company from third parties; dependence on distributors, particularly in the international market, and on third parties engaged to replicate the Company's products on compact discs; the retention of employees; the success of the Company's current and future efforts to reduce operating expenses; the effectiveness of new marketing strategies; and general economic conditions. Additionally, the Company may not have the ability to develop new products cost-effectively. There may be other risks and uncertainties that management is not able to predict. When used in this Quarterly Report, words such as _believes,_ _expects,_, _intends,_ _plans,_ _anticipates,_ _estimates_ and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. All forward-looking statements are intended to be covered by the safe harbor created by Section 21E of the Securities Exchange Act of 1934. LIQUIDITY AND CAPITAL RESOURCES The Company relies upon current sales of music libraries and jingles on terms of cash upon delivery for operating liquidity. Liquidity is also provided by cash receipts from customers under contracts for production libraries and weekly music service contracts having terms of up to four years. The Company is obligated to provide music updates throughout the contract terms for both production library and weekly music service contracts. Sales of music libraries, jingles, 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 1998. During the quarter ended March 31, 1998, approximately $42,000 was spent for the purchase of property and equipment and for product development costs for new music libraries, music library updates, and jingles. 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. Product development expenditures are expected to be approximately $150,000 in fiscal 1998. In May, 1996, the Company entered into a lease agreement for the financing of an upgrade of its computer hardware and software systems. The Company is required to repay the amount financed, totaling $550,000 in equal monthly payments of principal and interest during the term of the lease. Monthly payments on the lease are approximately $16,000. The term of the lease is three years and is scheduled to expire in November, 1999. The lease is 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 $500,000 to $300,000. 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 1998. The Company has no other significant commitments for capital expenditures in fiscal 1998. RESULTS OF CONTINUING OPERATIONS Comparison of the Three-Month Periods Ended March 31, 1997 and 1998 Revenues declined approximately $45,000 or 2.4% in the three-month period ended March 31, 1998 as compared to the same period for the previous year. The decrease was primarily due to the sale of all computerized radio station computer software and equipment inventory and other assets in June, 1997. The Company's revenue of computerized radio station computer software and equipment contributed approximately $157,000 in revenue for three months ended March 31, 1997. Excluding this revenue for three months ended March 31, 1997, would result in revenues increasing approximately $112,000 or 6.7% in the three-month period ended March 31, 1998 as compared to the same period for the previous year. The revenue increase was primarily due to an increase in revenues for production libraries of $89,000 and radio Jingles of $113,000. Offsetting these increases were decreases in the weekly HitDisc and GoldDisc music services of $11,000 and Morning Show services of $79,000. Morning Show services decreased as a result of a decrease in the allocation of advertising revenues. Production library revenues increased $89,000, or 4.8%. Increases in production library revenue is due to the substantial increase in advertising/barter arrangements for the Company's sales and imaging libraries. Even though production library revenues may decline due to the expiration of three-year contracts, management believes that production libraries will continue to generate a significant portion of overall revenues from sales of existing products through advertising/barter arrangements and sales of new products. The Company introduced a new production library in the second quarter of fiscal 1997. Sales and new sales growth are subject to customer acceptance of the new products. Jingles increased $113,000 or 43.6% primarily due to an increase in demand for custom Jingles compared to the same quarter, prior fiscal year 1997. Revenues of weekly HitDisc and GoldDisc music services decreased $5,000 and $6,000 respectively, or 1.0% as compared to the same period previous year. The decrease in compact disc music library revenues was due to a slight decrease in weekly music sales to customers. The introduction in the fourth quarter of 1996 and the first quarter of 1998 of new music formats targeted to non-broadcast customers reduced the decline in the GoldDisc music service. As the compact disc music library market matures, sales of compact discs are generated primarily from changes in music formats or sales of new music libraries or formats rather than from conversions to compact disc music delivery technology. The market for compact disc music libraries to broadcast customers 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. However, management believes that sales to non-broadcast customers and the introduction of new products will counteract the declines in revenues from existing music libraries. New products include pre-recorded music (GoldDrive) provided to equipment manufacturers of hard drive systems which was introduced during the fiscal year 1997, and a new music library targeted to non-broadcast customers which was introduced during the second quarter of fiscal year 1998. Renewals and new sales growth are subject to customer acceptance of the new products. Production, programming and technical costs decreased $165,000 or 22.2%, and as a percentage of revenue decreased from 40.3% to 32.1%. The decrease as a percentage of revenues is primarily due to the reduction in expenses which resulted from the sale of all computerized radio station computer software and equipment inventory and assets in June 1997. Commissions decreased $6,000 or 1.8%, and as a percentage of revenues increased from 18.0% to 18.1%. Commissions as a percentage of selling and commission costs decreased from 57.6% to 54.7% due to higher selling costs in the three months ended fiscal year 1998 compared to same period prior year. Selling costs increased $26,000 or 10.7%, and as a percentage of revenues increased from 13.2% to 15.0%. The increase in expenses is primarily due to higher promotional costs of new products and sales promotions, and increases in sales salaries due to changes in sales force and commission plans. Selling costs as a percentage of selling and commission costs increased from 42.3% to 45.3%. General and administrative costs decreased $63,000 or 11.3% and is primarily due to the Company's continued efforts in reducing operating expenses. Depreciation decreased $6,000 or 6.7% primarily due to the sale of all computerized radio station computer software and equipment inventory and assets in June, 1997, and offset by increases in production equipment in the first and second quarters of fiscal year 1998. During the quarter ended March 31, 1997, the Company recorded a charge against operations of approximately $148,000 to reduce the carrying value of its equipment inventory and related assets to their net realizable value. Comparison of the Six-Month Periods Ended March 31, 1997 and 1998 Revenues declined approximately $32,000 or 1.0% in the six-month period ended March 31, 1998 as compared to the same period for the previous year. The decrease was primarily due to the sale of all computerized radio station computer software and equipment inventory and other assets in June, 1997. The Company's revenue of computerized radio station computer software and equipment contributed approximately $271,000 in revenue for six months ended March 31, 1997. Excluding this revenue for six months ended March 31, 1997 would result in revenues increasing approximately $239,000 or 7.4% in the six-month period ended March 31, 1998 as compared to the same period for the previous year. The revenue increase was primarily due to increase in revenues for the weekly HitDisc and GoldDisc music services of $102,000, production libraries of $151,000 and radio Jingles of $110,000. Offsetting these increases were decreases in Morning Show services of $119,000. Morning Show services decreased as a result of a decrease in the allocation of advertising revenues. Revenues of weekly HitDisc and GoldDisc music services increased $51,000 and $52,000 respectively, or 4.9% as compared to the same period previous year. The increase in compact disc music library revenues was primarily due to an increase in weekly music sales and the introduction in the fourth quarter of 1996 and the first quarter of 1998 of new music formats targeted to non-broadcast customers. As the compact disc music library market matures, sales of compact discs are generated primarily from changes in music formats or sales of new music libraries or formats rather than from conversions to compact disc music delivery technology. The market for compact disc music libraries to broadcast customers 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. However, management believes that sales to non-broadcast customers and the introduction of new products will counteract the declines in revenues from existing music libraries. New products include pre-recorded music (GoldDrive) provided to equipment manufacturers of hard drive systems which was introduced during the fiscal year 1997, and a new music library targeted to non-broadcast customers which was introduced during the second quarter of fiscal year 1998. Renewals and new sales growth are subject to customer acceptance of the new products. Production library revenues increased $151,000, or 43.2%. Increases in production library revenue is due to the substantial increase in advertising/barter arrangements for the Company's sales and imaging libraries. Even though production library revenues may decline due to the expiration of three-year contracts, management believes that production libraries will continue to generate a significant portion of overall revenues from sales of existing products through advertising/barter arrangements and sales of new products. The Company introduced a new production library in the second quarter of fiscal 1997. Sales and new sales growth are subject to customer acceptance of the new products. Jingles increased $110,000 or 24.7% primarily due to an increase in demand for custom Jingles compared to the same period, prior fiscal year 1997. Production, programming and technical costs decreased $377,000 or 25.3%, and as a percentage of revenue decreased from 42.5% to 32.0%. The decrease as a percentage of revenues is primarily due to the reduction in expenses which resulted from the sale of all computerized radio station computer software and equipment inventory and assets in June 1997. Commissions decreased $9,000 or 1.4%, and as a percentage of revenues decreased from 18.3% to 18.2% Commissions as a percentage of selling and commission costs decreased from 58.3% to 53.5% due to higher selling costs in the six months ended fiscal year 1998 compared to same period prior year. Selling costs increased $90,450 or 19.7%, and as a percentage of revenues increased from 13.1% to 15.8%. The increase in expenses is primarily due to higher promotional costs of new products and sales promotions, and increases in sales salaries due to changes in sales force and commission plans. Selling costs as a percentage of selling and commission costs increased from 41.7% to 46.5%. General and administrative costs decreased $112,000 or 9.8% and is primarily due to the Company's continued efforts in reducing operating expenses. Depreciation decreased $12,000 or 6.9% primarily due to the sale of all computerized radio station computer software and equipment inventory and other assets in June, 1997, and offset by increases in production equipment in the first and second quarters of fiscal year 1998. During the quarter ended March 31, 1997, the Company recorded a charge against operations of approximately $148,000 to reduce the carrying value of its equipment inventory and related assets to their net realizable value. 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 71% of the outstanding common stock of the Company, by written consent executed as of April 28, 1998 in accordance with Delaware law, (i) re-elected each of the four directors of the Company, Marjorie L. McIntyre, Neil W. Sargent, Ann A. Armstrong 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, 1998. The Company did not solicit proxies or consents in connection therewith. Item 5. Other information - The Company provides music library services to radio stations in various States. One of the States the Company provides this service has indicated their intention to audit the 1991 to 1995 calendar years for any tax possibly due, due to sales. The final audit assessment has not yet occurred and therefore the results of such audit are unknown. (a) Exhibits Material Contracts: 10.1. WMCA Line of Credit Extension Letter Agreement by and between Merrill Lynch Business Financial Services Inc. and TM Century, Inc. dated April 21, 1998. 10.2. Request To Amend A Letter of Credit by and between The Northern Trust Company and TM Century, Inc. dated April 21, 1998. 27.1 Financial Data Schedule (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, 1998. 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 12, 1998 TM CENTURY, INC. BY:/s/Roger A. Holeman Roger A. Holeman Chief Financial Officer (Principal Accounting Officer) BY:/s/Neil W. Sargent Neil W. Sargent Chief Executive Officer (Principal Executive Officer)