SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended FEBRUARY 29, 1996
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number: 0-1461
THE TODD-AO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-1679856
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
172 GOLDEN GATE AVENUE, SAN FRANCISCO, CALIFORNIA 94102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 928-3200
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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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The number of shares of common stock outstanding at April 8, 1996
was: 6,466,377 Class A Shares and 1,747,178 Class B Shares.
THE TODD-AO CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FEBRUARY 29, 1996
INDEX
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following financial statements are filed herewith:
Consolidated Balance Sheets, February 29, 1996
and August 31, 1995. Page 3
Consolidated Statements of Income and Retained Earnings
for the Six Months and Three Months Ended
February 29, 1996 and 1995. Page 5
Consolidated Statements of Cash Flows for the Six Months
Ended February 29, 1996 and 1995. Page 6
Notes to Consolidated Financial Statements for the
Six Months Ended February 29, 1996. Page 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS Page 11
PART II - OTHER INFORMATION
ITEM 1.
Legal Proceedings Page 14
ITEM 4.
Submission of Matters to a Vote of Security Holders Page 14
ITEM 6.
Exhibits and Reports on Form 8-K Page 14
Signature Page 15
2
PART I - FINANCIAL INFORMATION
------------------------------
THE TODD-AO CORPORATION
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CONSOLIDATED BALANCE SHEETS
FEBRUARY 29, 1996 and AUGUST 31, 1995
(Dollars in Thousands)
- --------------------------------------------------------------------------------
FEBRUARY 29, AUGUST 31,
1996 1995
----------- ----------
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 3,555 $ 5,278
Marketable securities 2,856 3,484
Trade receivables
(net of allowance for doubtful
accounts of $647 at February 29, 1996
and $828 at August 31, 1995) 9,122 6,787
Inventories (first-in first-out basis) 513 484
Prepaid income taxes 120 727
Deferred income taxes 805 924
Other 592 565
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Total current assets 17,563 18,249
-------- --------
INVESTMENTS 1,194 1,656
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PROPERTY AND EQUIPMENT - at cost:
Land 4,270 4,270
Buildings 10,773 10,762
Leasehold improvements 6,801 6,802
Lease acquisition costs 2,187 2,187
Equipment 33,142 30,734
Equipment under capital leases 3,163 3,163
Construction in progress 93
-------- --------
Total 60,429 57,918
Accumulated depreciation and
amortization (25,483) (22,955)
-------- --------
Property and equipment - net 34,946 34,963
-------- --------
GOODWILL - net 1,769 1,832
-------- --------
OTHER ASSETS 376 498
-------- --------
TOTAL $ 55,848 $ 57,198
-------- --------
-------- --------
See notes to consolidated financial statements.
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THE TODD-AO CORPORATION
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CONSOLIDATED BALANCE SHEETS
FEBRUARY 29, 1996 and AUGUST 31, 1995
(Dollars in Thousands)
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FEBRUARY 29, AUGUST 31,
LIABILITIES AND SHAREOWNERS' EQUITY 1996 1995
- ----------------------------------- ------------ ----------
CURRENT LIABILITIES:
Accounts payable $ 2,537 $ 1,784
Accrued liabilities:
Payroll and related taxes 1,991 1,975
Interest 151 179
Equipment lease 316 396
Other 652 515
Current maturities of long-term debt 615 759
Capitalized lease obligations - current 819 897
Deferred income 405 703
-------- --------
Total current liabilities 7,486 7,208
LONG-TERM DEBT 5,892 7,707
CAPITALIZED LEASE OBLIGATIONS 190 620
DEFERRED COMPENSATION 303 401
DEFERRED GAIN ON SALE OF EQUIPMENT 5,645 6,381
DEFERRED INCOME TAXES 3,564 3,683
-------- --------
Total liabilities 23,080 26,000
-------- --------
SHAREOWNERS' EQUITY:
Common Stock:
Class A authorized 10,000,000 shares
of $0.25 par value; issued 6,413,227
at February 29, 1996 and 6,403,021 at
August 31, 1995 1,603 1,600
Class B authorized 2,000,000
shares of $0.25 par value;
issued and outstanding 1,747,178 437 437
Additional capital 20,723 21,048
Retained earnings 10,153 7,904
Unrealized gains on marketable securities
and long-term investments 111 473
Cumulative foreign currency translation adjustment (259) (264)
-------- --------
Total shareowners' equity 32,779 31,198
-------- --------
TOTAL $ 55,848 $ 57,198
-------- --------
-------- --------
See notes to consolidated financial statements.
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THE TODD-AO CORPORATION
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CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE SIX MONTHS AND THREE MONTHS ENDED FEBRUARY 29, 1996 AND 1995
(Dollars in Thousands, except per share amounts)
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SIX MONTHS THREE MONTHS
---------------------- --------------------
1996 1995 1996 1995
---- ---- ---- ----
REVENUES $ 31,339 $ 18,835 $ 13,199 $ 10,057
--------- --------- --------- ---------
COSTS AND EXPENSES:
Operating costs and other expenses 24,279 16,533 11,256 8,541
Depreciation and amortization 2,588 1,570 1,322 740
Interest 386 100 184 54
Equipment lease expense - net 344 149 132 149
Other expense (income) - net (375) 48 (573) 319
--------- --------- --------- ---------
Total 27,222 18,400 12,321 9,803
--------- --------- --------- ---------
INCOME BEFORE JOINT VENTURE
AND INCOME TAXES 4,117 435 878 254
LOSS FROM JOINT VENTURE 117 109 62 54
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 4,000 326 816 200
INCOME TAXES 1,510 36 309 86
--------- --------- --------- ---------
NET INCOME 2,490 290 $ 507 $ 114
--------- ---------
--------- ---------
RETAINED EARNINGS BEGINNING OF PERIOD 7,904 11,087
LESS: DIVIDENDS PAID (241) (217)
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RETAINED EARNINGS END OF PERIOD $ 10,153 $ 11,160
--------- ---------
--------- ---------
NET INCOME PER COMMON SHARE
AND COMMON SHARE EQUIVALENTS $ .28 $ .03 $ .06 $ .01
--------- --------- --------- ---------
--------- --------- --------- ---------
AVERAGE SHARES OUTSTANDING 8,748,018 8,345,340 8,746,989 8,307,855
--------- --------- --------- ---------
--------- --------- --------- ---------
See notes to consolidated financial statements.
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THE TODD-AO CORPORATION
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CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED FEBRUARY 29, 1996 AND 1995
(Dollars in Thousands)
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1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,490 $ 290
Adjustments to reconcile net
income to net cash provided
by (used in) operating activities:
Depreciation and amortization 2,588 1,570
Deferred income taxes (98)
Loss from joint venture 109
Deferred compensation and other (98) (45)
Amortization of deferred (gain)
on sale/leaseback transaction (736) (245)
(Gain) loss on sale of marketable
securities and investments 41 56
Changes in assets and liabilities:
Trade receivables (2,335) (4,246)
Inventory and other current assets (56) (134)
Accounts payable and accrued
liabilities 878 1,312
Accrued equipment lease (80) 394
Income taxes payable 607 (181)
Deferred income (298) 272
-------- --------
Net cash flows provided by (used in)
operating activities: 3,001 (946)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities
and investments 57 (2,197)
Proceeds from sale of marketable
securities and investments 630 2,517
Capital expenditures (2,511) (1,275)
Contributions to joint venture (109)
Purchase of Skywalker Sound South (6,966)
Other assets 130 (179)
-------- --------
Net cash flows (used in)
investing activities: (1,694) (8,209)
-------- --------
CONTINUED ON PAGE 7
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THE TODD-AO CORPORATION
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CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED FEBRUARY 29, 1996 AND 1995
(Dollars in Thousands)
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1996 1995
-------- --------
CONTINUED FROM PAGE 6
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt 1,400 600
Payments of long-term debt (3,359) (63)
Payments on capital lease obligation (508) (338)
Proceeds from sale/leaseback transaction 11,218
Proceeds from issuance of common stock 238 60
Treasury stock transactions (560)
Dividends paid (241) (217)
-------- --------
Net cash flows provided by (used in)
financing activities: (3,030) 11,260
-------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (1,723) 2,105
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 5,278 606
-------- --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 3,555 $ 2,711
-------- --------
-------- --------
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 414 $ 88
-------- --------
-------- --------
Income taxes $ 905 $ 140
-------- --------
-------- --------
See notes to consolidated financial statements.
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THE TODD-AO CORPORATION
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED FEBRUARY 29, 1996
(Dollars in Thousands, except per share amounts)
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If complete notes were to accompany these statements they would be substantially
in the same form as those to the Company's Financial Statements for the Year
Ended August 31, 1995. In addition the following notes are applicable:
1. In the opinion of management for the Company, all adjustments (which
comprise only normal recurring accruals) necessary for a fair presentation
of the results of operations have been included.
2. The consolidated financial statements include the Company and its wholly
owned subsidiaries Todd-AO Studios East, Inc. ("Todd-AO East"), Todd-AO
Productions, Inc., Todd-AO Digital Images, Inc. ("TDI"), Todd-AO Video
Services, Inc. ("TVS"), Todd-AO Studios West ("TSW"), Todd-AO Europe
Holding Ltd. ("TAO Europe") and Todd-AO's Land of the Future. All
significant intercompany balances and transactions have been eliminated.
3. Net income per common share is computed based on the weighted average
number of common and common equivalent shares outstanding for each of the
years presented including common share equivalents arising from the assumed
conversion of any outstanding dilutive stock options.
4. During 1992, Todd-AO Productions, Inc., a wholly owned subsidiary of the
Company, entered into a Joint Venture Agreement with Trans-Atlantic
Enterprises, Inc., for the development of motion picture and television
projects. Through February 29, 1996 Todd-AO Productions had invested
$2,682 (consisting of cash, services and accrued interest) in the Venture,
which has been dissolved. In the event that certain projects developed by
the Venture are ultimately produced or otherwise commercialized, a portion
of the proceeds is payable to Todd-AO Productions.
5. On August 31, 1994, TVS (a wholly owned subsidiary of the Company) acquired
certain of the assets and liabilities of Film Video Masters ("Paskal").
TVS provides post production video services to the film and television
industries. In consideration of the purchase, TVS paid Paskal $1,150 in
cash and issued a note in the amount of $750.
On February 15, 1995, TSW (a wholly owned subsidiary of the Company)
acquired substantially all of the property, equipment and inventory of
Kaytea Rose, Inc. (dba Skywalker Sound South) ("SSS"). TSW provides post
production sound services to the film and television industries. In
consideration of the purchase, TSW paid $6,966 in cash. TSW is included in
the Company's results of operations from February 1995.
On March 16, 1995 TAO Europe (formerly FCB 1120, Ltd.) (a wholly owned
subsidiary of the Company) acquired all of the outstanding shares of
Chrysalis/Todd-AO Europe Ltd. ("Chrysalis") (formerly Chrysalis Television
Facilities, Ltd.) from Chrysalis Holdings Ltd. ("CHL"). TAO Europe,
Chrysalis and CHL are all corporations organized under the laws of the
United Kingdom and headquartered in London. Chrysalis specializes in the
collation of television programming for satellite broadcast and also
provides post production video and other services to a variety of clients.
In consideration of the purchase, TAO Europe paid CHL $1,966 in cash at
closing and issued a note in the amount of $1,364. An additional
8
cash settlement of $220 was paid in June 1995. Concurrently with the
acquisition, TAO Europe advanced and paid on behalf of Chrysalis its
intercompany debt to CHL in the amount of $4,585. Subsequent to the
acquisition, TAO Europe advanced and paid on behalf of Chrysalis other debt
in the amount of $1,562. TAO Europe and Chrysalis consolidated are
included in the Company's results of operations from March 1995.
The acquisitions are being accounted for under the purchase method of
accounting. The following unaudited pro forma consolidated financial
information for the six months ended February 28, 1995 is presented as if
the acquisitions of TSW and TAO Europe had occurred on September 1, 1994.
Pro forma adjustments for TSW are primarily to operating expenses related
to nonapplicable allocations made by the parent corporation of SSS,
depreciation expense relating to the acquisition of assets, interest
expense on borrowings in connection with the acquisition and income taxes.
Pro forma adjustments for TAO Europe are primarily to amortization expense
relating to allocation of the purchase price, interest expense on
borrowings in connection with the acquisition and income taxes.
1995
Revenues $ 27,934
---------
---------
Net income $ 432
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---------
Net income per common share $ 0.05
---------
---------
6. The Company has a stock repurchase program under which 1,300,000 shares may
be purchased from time to time in the open market or in private
transactions. As of February 29, 1996, 785,146 shares had been
repurchased. All of these shares have been cancelled and returned to
authorized but unissued status.
7. On August 11, 1995 a 10% stock dividend was declared for holders of Class A
and Class B stock, payable on September 29, 1995 to shareholders of record
on September 8, 1995.
The financial statements set forth herein, and applicable share and per
share data for periods and dates included in the accompanying financial
statements and notes, have been adjusted to retroactively reflect the stock
dividend.
8. The Company is in the process of organizing a limited liability company
("LLC") with United Artists Theatre Circuit, Inc., an operator of motion
picture theatres ("UATC") for the purpose of exploiting proprietary
technology to conserve film stock and reduce the length of wide screen film
release prints. The technology, known as "Compact Distribution Print" or
"CDP", is in the final stages of development. It is anticipated that the
Company and UATC will each have a 50% interest in any profits of the LLC,
which is known as "CDP Limited Liability Company".
In April 1996 the Company formed a limited liability company with Chace
Productions, Inc. to preserve and restore motion picture soundtracks. The
new company, Todd-AO/Chace Preservation Services LLC is starting work on 80
classic feature films.
9
The Company announced in March 1996 that it is in negotiations to acquire
Filmatic Laboratories, Ltd., a London based film processing and video post
production company.
9. In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 123 - Accounting For Stock Based
Compensation. The Company plans to adopt only the disclosure portions of
the Statement and therefore does not expect the Statement to have a
material effect on the financial statements.
10
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
1. Material Changes in Financial Condition
In December 1994 the Company signed agreements with its bank to implement
the sale/leaseback of certain equipment and a long-term revolving and term
loan credit agreement in amounts of $15,000 and $10,000 respectively. In
March 1995 the Company signed an amendment to the long-term revolving and
term loan credit agreement increasing the amount by $8,000. In April 1996,
the Company signed an amendment to the long-term revolving and term loan
credit agreement increasing the amount by an additional $6,000. The
sale/leaseback agreement terminates on December 30, 1999. An aggregate of
$11,218 was sold and leased back on December 30, 1994. Under the new
credit agreement, the Company may borrow up to $24,000 in revolving loans
until November 30, 1997 when all revolving loans become term loans for the
remainder of the agreement which expires November 30, 2000. These credit
facilities are available for general corporate purposes, capital
expenditures and acquisitions. Management believes that the proceeds from
the sale/leaseback and the borrowings available under the new credit
facility will be sufficient to meet the needs of the Company for the
foreseeable future.
In February 1995 the Company used $6,878 of the proceeds from the
sale/leaseback agreement to acquire substantially all of the property,
equipment and inventory of Skywalker Sound South.
In March 1995 the Company used $7,726 under the credit agreement in
connection with the acquisition of Chrysalis Television Facilities Ltd.
As of February 29, 1996 the Company has $4,651 outstanding under the credit
agreement.
The Company expects capital expenditures of approximately $5,000 for its
Los Angeles, New York City and London facilities in fiscal 1996. These
capital expenditures will be financed by bank leasing and credit facilities
and by internally generated funds.
2. Material Changes in Results of Operations
YEAR-TO-DATE
Total revenues increased 66.4% ($12,504) and operating costs and expenses
increased 46.9% ($7,746).
SOUND SERVICES:
Sound studio revenues in California and New York increased $6,533. Revenue
increases due to the inclusion of the west side Los Angeles studios of
Todd-AO Studios West ("TSW") ($5,007) acquired in February 1995 were
augmented by revenue increases at the Los Angeles and New York studios due
primarily to increases in feature film dubbing bookings. In addition, a
feature film stage which was closed for four months remodelling in the
prior year was operational in the current year.
Sound studio operating costs and expenses increased $3,578 due to the
inclusion of TSW acquired in February 1995 and $103 related to the revenue
increases at the Los Angeles and New York studios.
11
VIDEO SERVICES:
Total video services revenues increased $5,971. Revenues increased $5,447
due to the acquisition of Chrysalis/Todd-AO Europe, Ltd. ("Chrysalis") in
March 1995. Todd-AO Video Services ("TVS") and Todd-AO Digital Images
("TDI") also reported revenue increases in the current year.
Increases in operating costs and expenses attributable to TVS, TDI and
Chrysalis were $4,071 and are related to the revenue increases described
above.
CORPORATE:
Depreciation and amortization increased 64.5% ($1,012) primarily due to the
inclusion of TSW and Chrysalis in the current year.
Equipment lease expense net of gain on sale of equipment in connection with
a sale/leaseback agreement entered into in December 1994 with the Company's
institutional lender is $344 and interest expense primarily due to
borrowings in connection with the acquisition of Chrysalis is $386.
A net increase in other income of $423 is primarily due to the following:
a $77 increase in interest and dividend income primarily due to investing
activities in connection with the proceeds from the sale/leaseback
agreement; a non-recurring provision adjustment of $215 due to the
favorable settlement of a contested claim; other provision adjustments and
a prior year severance cost totalling $302; current year research and
development costs ($89); a net loss from the disposition of assets and
investments ($21); and a decrease of $71 due to stock appreciation rights
provision adjustments in the current and prior year.
As a result of the above, income before taxes increased $3,674 and net
income increased $2,200.
CURRENT QUARTER
Total revenues increased 31.2% ($3,142) and operating costs and expenses
increased 31.8% ($2,715).
SOUND SERVICES:
Sound studio revenues in California and New York increased $617. Revenue
increases due to the inclusion of the west side Los Angeles studios of
Todd-AO Studios West ("TSW") ($1,537) acquired in February 1995 were offset
by revenue decreases at the Los Angeles studios due primarily to decreases
in feature film editing, television dubbing and scoring. Revenues at the
New York studios were relatively unchanged.
Sound studio operating costs and expenses increased $1,240 due to the
inclusion of TSW acquired in February 1995 and decreased $624 related to
the revenue decreases at the Los Angeles studios. Operating expenses at
the New York studios were substantially comparable to the prior period.
12
VIDEO SERVICES:
Total video services revenues increased $2,525. Revenues increased $2,553
due to the acquisition of Chrysalis/Todd-AO Europe, Ltd. ("Chrysalis") in
March 1995. Todd-AO Video Services ("TVS") and Todd-AO Digital Images
("TDI") revenues were similar to prior period levels.
Increases in operating costs and expenses attributable to TVS, TDI and
Chrysalis were $2,107 and are related to the revenues described above.
CORPORATE:
Depreciation and amortization increased 77.6% ($582) primarily due to the
inclusion of TSW and Chrysalis in the current year.
Equipment lease expense net of gain on sale of equipment in connection with
a sale/leaseback agreement entered into in December 1994 with the Company's
institutional lender is $132 and interest expense primarily due to
borrowings in connection with the acquisition of Chrysalis is $184.
A net increase in other income of $892 is primarily due to the following:
a $160 gain from the sale of investments; a non-recurring provision
adjustment of $215 due to the favorable settlement of a contested claim;
other provision adjustments and a prior year severance cost totalling $302;
an increase of $323 due to stock appreciation rights adjustments in the
prior year.
As a result of the above, income before taxes increased $616 and net income
increased $393.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in litigation and similar claims incidental to the
conduct of its business. None of the pending actions is considered
material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders was held at 900 N. Seward Street, Los
Angeles, CA on March 27, 1996. In addition to the election of directors
and procedural matters, disclosure of which has been omitted pursuant to
the instructions, a proposal was submitted to the stockholders to extend
the expiration date of the 1986 Option Plan from August 31, 1996: (i) to
August 31, 1997 with respect to all outstanding non-qualified stock options
presently scheduled to expire on August 31, 1996 (relating to an aggregate
of 167,960 Class A Shares); and (ii) to August 31, 1998 with respect to one
half of such options. A second proposal submitted to stockholders was an
increase in the number of shares reserved for issuance under the 1995 Stock
Option Plan from 440,000 to 770,000. The text of the proposals and other
information relating thereto is included in the Company's Proxy Statement
dated February 12, 1996. The proposal relating to the 1986 Stock Option
Plan was adopted by the stockholders with at least 21,986,234 affirmative
votes and at least 30,361 negative votes or abstentions. The proposal
relating to the 1995 Stock Option Plan was adopted by the stockholders with
at least 20,804,448 affirmative votes and at least 93,250 negative votes or
abstentions.
On April 5, 1996 the Company filed a preliminary Information Statement
relating to the adoption of a Restated Certificate of Incorporation by
Majority Consent of Stockholders. The purpose of the transaction is to
modernize the existing Certificate of Incorporation and to eliminate
obsolete provisions. The Restated Certificate of Incorporation increases
the number of authorized Class A and Class B Shares to 20,000,000 and
4,000,000 respectively but does not make any other material changes to the
existing documents. The Company has or will obtain the written consent of
a majority of the 6,442,877 Class A Shares and 1,747,178 Class B Shares
outstanding as of March 29, 1996. A definitive Information Statement will
be sent to stockholders prior to consummation of the action.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a). (1) Letter amendment dated April 5, 1996 to Credit Agreement dated as
of December 2, 1994 between The Todd-AO Corporation and Bank of
America National Trust and Savings Association.
(2) Exhibit 27 Financial Data Schedule.
14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TODD-AO CORPORATION
April 12, 1996 /s/ Silas R. Cross
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Date Silas R. Cross
Chief Accounting Officer
15