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: June 30, 2002
[ ] 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) 406-6800
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 June 30, 2002
was 2,481,193.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
PART I. FINANCIAL INFORMATION FOR TM CENTURY, INC.
Item 1. Financial Statement and Notes
TM Century, Inc.
Balance Sheets
June 30, 2002 (Unaudited) and September 30, 2001
ASSETS
June 30, 2002 September 30, 2001
------------------ ------------------
CURRENT ASSETS
Cash and cash equivalents $ 237,302 $ 464,631
Short-term investments 647,213 634,049
Accounts receivable, less allowance for doubtful accounts
of $50,549 and $84,589, respectively 581,109 540,488
Inventories, net of allowance for obsolescence of
$258,545 for both periods 377,942 420,260
Prepaid expenses 60,441 66,824
------------------ ------------------
TOTAL CURRENT ASSETS 1,904,007 2,126,252
PROPERTY AND EQUIPMENT 2,975,678 2,886,485
Less accumulated depreciation and amortization (2,518,642) (2,406,438)
------------------ ------------------
NET PROPERTY AND EQUIPMENT 457,036 480,047
PRODUCT DEVELOPMENT COSTS, net of accumulated amortization
of $461,550 and $1,950,432, respectively 410,191 403,800
COMEDY MATERIAL RIGHTS, net of accumulated amortization
of $86,800 and $68,200, respectively 37,200 55,800
OTHER ASSETS 22,973 19,804
------------------ ------------------
TOTAL ASSETS $ 2,831,407 $ 3,085,703
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of note payable $ 12,000 $ 13,556
Accounts payable 13,270 11,019
Accrued expenses 68,161 110,015
Deferred revenue 55,597 80,882
Customer deposits 59,461 72,320
------------------ ------------------
TOTAL CURRENT LIABILITIES 208,489 287,792
NOTE PAYABLE, less current portion 6,000 16,000
CUSTOMER DEPOSITS - non-current 100,632 87,517
------------------ ------------------
TOTAL LIABILITIES 315,121 391,309
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; authorized 7,500,000 shares;
2,970,481 shares issued; 29,705 29,705
2,481,193 and 2,483,193 shares outstanding, respectively
Additional paid-in capital 2,275,272 2,275,272
Retained earnings 1,504,036 1,680,644
Treasury stock - at cost, 489,288 and 487,288 shares, respectively (1,292,727) (1,291,227)
------------------ ------------------
TOTAL STOCKHOLDERS' EQUITY 2,516,286 2,694,394
------------------ ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,831,407 $ 3,085,703
================== ==================
See notes to financial statements.
2
TM Century, Inc.
Statements of Operations and Retained Earnings (Unaudited)
For The Three Months Ended June 30, 2002 and 2001
2002 2001
----------- -----------
REVENUES $ 1,352,598 $ 1,451,013
Less Commissions 193,633 256,502
----------- -----------
NET REVENUES 1,158,965 1,194,511
COSTS AND EXPENSES
Production, Programming, and Technical Costs 409,835 418,067
General and Administrative 427,959 475,963
Selling Costs 203,854 231,651
Depreciation 38,441 36,890
----------- -----------
TOTAL COSTS AND EXPENSES 1,080,089 1,162,571
----------- -----------
OPERATING INCOME 78,876 31,940
OTHER INCOME (EXPENSE)
Interest income 472 4,318
Other income (expense) 419 (360)
----------- -----------
TOTAL OTHER INCOME (EXPENSE) 891 3,958
----------- -----------
INCOME BEFORE PROVISION FOR INCOME TAXES 79,767 35,898
PROVISION FOR INCOME TAXES -- --
----------- -----------
NET INCOME $ 79,767 $ 35,898
=========== ===========
RETAINED EARNINGS, BEGINNING OF PERIOD 1,424,269 1,571,902
----------- -----------
RETAINED EARNINGS, END OF PERIOD $ 1,504,036 $ 1,607,800
=========== ===========
BASIC NET INCOME PER COMMON SHARE $ 0.03 $ 0.01
=========== ===========
DILUTED NET INCOME PER COMMON SHARE $ 0.03 $ 0.01
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 2,481,193 2,483,193
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING,
ASSUMING DILUTION 2,487,287 2,494,897
=========== ===========
See notes to financial statements.
3
TM Century, Inc.
Statements of Operations and Retained Earnings (Unaudited)
For The Nine Months Ended June 30, 2002 and 2001
2002 2001
----------- -----------
REVENUES $ 3,839,749 $ 4,602,405
Less Commissions 616,100 880,206
----------- -----------
NET REVENUES 3,223,649 3,722,199
COSTS AND EXPENSES
Production, Programming, and Technical Costs 1,217,553 1,254,556
General and Administrative 1,423,839 1,405,697
Selling Costs 662,635 713,794
Depreciation 112,204 107,326
----------- -----------
TOTAL COSTS AND EXPENSES 3,416,231 3,481,373
----------- -----------
OPERATING INCOME (LOSS) (192,582) 240,826
OTHER INCOME (EXPENSE)
Interest income 15,455 18,366
Other income (expense) 519 (325)
----------- -----------
TOTAL OTHER INCOME (EXPENSE) 15,974 18,041
----------- -----------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (176,608) 258,867
PROVISION FOR INCOME TAXES -- --
----------- -----------
NET INCOME (LOSS) $ (176,608) $ 258,867
=========== ===========
RETAINED EARNINGS, BEGINNING OF PERIOD 1,680,644 1,348,933
----------- -----------
RETAINED EARNINGS, END OF PERIOD $ 1,504,036 $ 1,607,800
=========== ===========
BASIC NET INCOME (LOSS) PER COMMON SHARE $ (0.07) $ 0.10
=========== ===========
DILUTED NET INCOME (LOSS) PER COMMON SHARE $ (0.07) $ 0.10
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 2,481,193 2,483,193
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING,
ASSUMING DILUTION 2,481,193 2,491,969
=========== ===========
See notes to financial statements.
4
TM Century, Inc.
Statements of Cash Flows (Unaudited)
For The Nine Months Ended June 30, 2002 and 2001
2002 2001
--------- ---------
OPERATING ACTIVITIES
Net income (loss) $(176,608) $ 258,867
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities
Depreciation and amortization of property and equipment 112,204 107,326
Amortization of product development costs and comedy material rights 135,552 134,934
Provision for doubtful accounts 13,000 12,500
Increase (decrease) from changes in operating assets and liabilities:
Accounts receivable (53,621) 125,187
Inventories 42,318 42,761
Product development costs (123,343) (142,455)
Prepaid expenses 6,383 (23,297)
Other assets (3,169) --
Accounts payable and accrued expenses (39,603) (42,557)
Deferred revenue (25,285) (5,377)
Customer deposits 256 11,665
--------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (111,916) 479,554
INVESTING ACTIVITIES
Purchase of short-term investments (13,164) (314,080)
Purchases of property and equipment (89,193) (140,770)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (102,357) (454,850)
FINANCING ACTIVITIES
Principal payments on note payable (11,556) (25,000)
Acquisition of treasury stock (1,500) --
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (13,056) (25,000)
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (227,329) (296)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 464,631 422,339
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 237,302 $ 422,043
========= =========
See notes to financial statements.
5
TM CENTURY INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2002
1. BASIS OF PRESENTATION
The interim financial statements of TM Century, Inc. (the "Company") at June 30,
2002, and for the three and nine months ended June 30, 2002 and 2001, are
unaudited, and include all adjustments (consisting only of normal recurring
adjustments) which the Company considers necessary for a fair presentation. The
September 30, 2001 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, 2001.
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 nine months ended June 30, 2002 are not necessarily indicative
of the results that can be expected for the entire fiscal year.
2. TREASURY STOCK
On October 29, 2001 the Board of Directors, by resolution, authorized the
Company to purchase up to 100,000 shares of its common stock on the open market
or through privately negotiated transactions, from time to time, dependent upon
market conditions, from November 1, 2001 through October 31, 2003. As of June
30, 2002 the Company has made purchases of 2,000 shares at an average price of
$.75 per share. These purchases were funded by cash reserves of the Company.
Future purchases are expected to be funded from operations or cash reserves of
the Company.
3. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share are calculated on the weighted average number of
common shares outstanding during each period. Diluted earnings (loss) per share
includes common stock equivalents, if dilutive.
The following table provides a reconciliation between basic and diluted earnings
(loss) per share:
Three Months Ended Nine Months Ended
June 30 June 30
------------------------ --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net Income (Loss) $ 79,767 $ 35,898 $ (176,608) $ 258,867
Weighted Average Number of Shares Outstanding
Basic 2,481,193 2,483,193 2,481,193 2,483,193
Dilutive effect of common stock equivalents 6,094 11,704 0 8,776
----------- ----------- ----------- -----------
Diluted 2,487,287 2,494,897 2,481,193 2,491,969
Earnings (Loss) Per Share:
Basic Net Income (Loss) $ .03 $ .01 $ (.07) $ .10
=========== =========== =========== ===========
Diluted Net Income (Loss) $ .03 $ .01 $ (.07) $ .10
=========== =========== =========== ===========
6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
TM Century, Inc. (the "Company") is engaged primarily in the creation,
production, marketing, and worldwide distribution of music libraries, production
libraries, comedy services, station identification and commercials for broadcast
multimedia use.
TM Century's clients include radio and television stations; radio, television,
satellite and Internet networks; web sites and portals; the American Forces
Radio Network; advertising agencies; post production studios; cable facilities;
and a wide variety of commercial businesses.
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; 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 including, but not limited to, terrorist attacks on the United States
and the effect on the economy in general and on the Company's revenue base in
particular. 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 one month to three 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 next twelve month period.
TM Century's cash balance decreased from $465,000 at September 30, 2001 to
$237,000 at June 30, 2002, primarily due to the timing of cash receipts from
advertising network representatives, a net loss of $177,000 (offset partially by
changes in operating assets and liabilities), and purchases of property and
equipment. During the nine months ended June 30, 2002 approximately $89,000 was
spent for the purchase of property and equipment, primarily associated with
upgrades of network hardware and software and the addition of a recording and
mixing studio. Purchases of property and equipment for the same period in 2001
totaled $141,000 and included costs related to the upgrade of production
7
equipment and the conversion of warehouse space into offices. Expenditures for
product development for the nine-month period were approximately $123,000 and
$142,000 for 2002 and 2001, respectively. The Company purchased 2,000 shares of
treasury stock at a cost of $1,500 through the stock repurchase plan authorized
by the Board of Directors on October 29, 2001. Funds for operating needs, new
product development and capital expenditures for the period were provided from
cash reserves and operations of the Company. The Company used approximately
$112,000 to fund operations during the nine months ended June 30, 2002 primarily
due to the net loss for the period (offset partially by changes in operating
assets and liabilities) compared to cash flow from operations of approximately
$480,000 for the same period of 2001 which included net income of approximately
$259,000. The Company's expenditures for property, equipment, and development of
new products are discretionary. The Company has no other significant commitments
for capital expenditures in fiscal 2002.
RESULTS OF OPERATIONS
Comparison of the Three Month Periods Ended June 30, 2002 and 2001
- ------------------------------------------------------------------
Revenues decreased approximately $98,000 or 6.8% in the three month period ended
June 30, 2002 as compared to the same period for the previous year. The events
that occurred on September 11, 2001 and the subsequent effect on the advertising
industry had a continuing impact on third quarter revenues for all product
lines, which historically derived approximately 50% of revenue from barter
agreements. Barter revenues are derived from obtaining airtime from radio
stations in exchange for products and marketing such airtime to advertisers.
Barter revenue for the three-month period ended June 30, 2002 was $390,000
compared to $521,000 for the same period of 2001. The barter revenue decrease
was comprised of a decrease in revenues for music services of approximately
$7,000, production libraries of $12,000, jingles of $2,000, and comedy services
of $110,000.
Revenues of weekly HitDisc services decreased $38,000, while GoldDisc revenues
fell $26,000, resulting in a net decrease in music services revenue of 11.5% as
compared to the same period of the previous year. 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. The Company has made changes
in the product composition in an effort to appeal to markets outside the
broadcast industry with some success. The Company has also engaged in the
development of additional delivery media for music services as a method of
increasing product sales. 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 the introduction of new products will counteract the
declines in revenues from existing music libraries. In addition, the Company
contracts with third party sales representatives for sales in certain foreign
markets. Changes in representatives and the terms of ongoing agreements are
expected to favorably impact future revenues from international sales. Renewals
and new sales growth are subject to customer acceptance of the new products.
Production library revenues decreased $66,000, or 15.8%. The Company continues
to concentrate on new product development in this category and has broadened the
target market beyond the radio broadcast industry to include television,
post-production houses, web sites and commercial businesses. Sales and new sales
growth are subject to customer acceptance of the new products.
Jingles revenue increased $145,000, or 60.2%, over the same period in 2001,
primarily due to a $68,000 increase in syndicated jingle production combined
with a $17,000 increase in custom jingles domestically. International revenues
increased approximately $4,000 with the addition of third-party representatives.
Approximately $25,000 of the syndicated revenue for the current quarter is the
result of the introduction of a new jingle product line marketed as Studio
Dragonfly, a web site based product specifically designed to sell older jingle
packages at reduced rates. Royalties derived from the American Society of
Composers, Authors and Publishers (ASCAP) increased $57,000 over the same period
in 2001.
8
Comedy revenue decreased $113,000, or 48.1% compared to the same period in 2001.
This decrease was primarily due to the decrease in advertising revenue.
Historically, comedy service contracts comprised over 40% of the barter business
for the Company, however, an increase in the number of barter agreements for
other products in 2002 reduced the percentage of advertising revenue allocable
to comedy.
Commissions decreased $63,000 or 24.5% and reflect a combination of decreased
barter revenue and commissions paid to third party representatives for
international sales. As a percentage of revenues, commissions decreased from
17.7% to 14.3% due to an increase in direct international sales.
Production, programming and technical costs decreased $8,000 or 1.9%, and as a
percentage of revenue increased from 28.8% to 30.3%. The decrease in costs is
due to a combination of cost reduction methods, primarily the continued effort
to internalize component production.
General and administrative costs decreased $48,000, or 10.1%, primarily due to
the renegotiation of the office lease and adjustments in staffing and
administrative salaries.
Selling costs decreased $28,000, or 12.0%, and as a percentage of revenues
decreased from 15.9% to 15.1%. The decrease in expenses was created by a
decrease in the commission expense reflective of the decreased revenues.
Depreciation and amortization of property and equipment increased $1,500 or 4.2%
due to the addition of property and equipment in prior months.
Comparison of the Nine Month Periods Ended June 30, 2002 and 2001
- -----------------------------------------------------------------
Revenues decreased approximately $763,000, or 16.6%, in the nine month period
ended June 30, 2002 as compared to the same period for the previous year. The
events that occurred on September 11, 2001 and the subsequent effect on the
advertising industry had a significant impact on first quarter revenues for all
product lines, which historically derived approximately 50% of revenue from
barter agreements. The reduction in advertising revenue continued into the
second and third quarters, although there were signs of a slow recovery. Barter
revenues are derived from obtaining airtime from radio stations in exchange for
products and marketing such airtime to advertisers. Barter revenue for the
nine-month period ended June 30, 2002 was $1,221,000 compared to $1,827,000 for
the same period of 2001. The revenue decrease was comprised of a decrease in
revenues for music services of $52,000, production libraries of $222,000, jingle
revenues of $12,000, and comedy services of $320,000.
Revenues of weekly HitDisc services decreased $164,000, while GoldDisc revenues
decreased $70,000, resulting in a decrease in music services revenue of 13.8% as
compared to the same period of the previous year. 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. The Company has made changes
in the product composition in an effort to appeal to markets outside the
broadcast industry with some success. The Company has also engaged in the
development of additional delivery media for music services as a method of
increasing product sales. 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 the introduction of new products will counteract the
declines in revenues from existing music libraries. In addition, the Company
contracts with third party sales representatives for sales in certain foreign
markets. Changes in representatives and the terms of ongoing agreements are
expected to favorably impact future revenues from international sales. Renewals
and new sales growth are subject to customer acceptance of the new products.
9
Production library revenues decreased $270,000, or 20.6%. The decrease in
production library revenue is primarily due to the decrease in advertising
revenue. 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 continues to concentrate on new product
development in this category and has broadened the target market beyond the
radio broadcast industry to include television, post-production houses, web
sites and commercial businesses. Sales and new sales growth are subject to
customer acceptance of the new products. The decline in revenue derived from
library sales was partially offset by royalties received from the American
Society of Composers, Authors and Publishers (ASCAP) which increased $32,000 due
to a distribution based upon prior year broadcasts.
Jingles revenue increased $78,000 or 9.6% over the same period in 2001. Domestic
jingles revenue reflected a decrease in syndicated jingle sales of approximately
$20,000, offset by an increase in custom jingles of $31,000, while international
jingle production showed a $20,000 decline when compared to the same period in
the prior year. A new jingle product line marketed as Studio Dragonfly, a web
site based product specifically designed to sell older jingle packages at
reduced rates, has generated $46,000 in revenue since its introduction on
January 2, 2002. Royalties derived from the American Society of Composers,
Authors and Publishers (ASCAP) increased $41,000 over the same period in 2001.
Comedy revenue decreased $328,000, or 41.8%. This decrease was primarily due to
the decrease in advertising revenue. Historically, comedy service contracts
comprised over 40% of the barter business for the Company, however, an increase
in the number of barter agreements for other products in 2002 reduced the
percentage of advertising revenue allocable to comedy.
Commissions decreased $264,000 or 30.0%, and reflect a $44,000 decrease in
commissions paid to third party international representatives created by the
decrease in international revenue. The commissions paid to advertising
representatives decreased proportionately with the decrease in advertising
revenue.
Production, programming and technical costs decreased $37,000. The greatest
variance in costs is reflected in the reduction of revenue-based royalties paid
to writers for jingles and imaging libraries that were affected by the decreased
advertising revenue. A combination of cost reduction methods, primarily the
effort to internalize more of the production process, have had a positive impact
on direct costs.
General and administrative costs increased $18,000 or 1.3%. Despite a $74,000
reduction in sublease proceeds, stringent cost cutting measures and a
renegotiation of the office lease resulted in a net increase in facilities costs
of only $28,000. Administrative salaries and related expenses decreased $73,000
due to changes in staffing needs and bonus awards. Professional fees increased
primarily due to costs in the amount of $63,000 incurred developing a patent
application for the SOLD-RITE(TM) (Secure On Line Delivery of Recordings,
Information, Text, and Entertainment) System, a method of delivering content to
consumers via the Internet. Ownership of the patent, if granted, will belong to
Sold-Rite Holdings LLC, a separate entity of which the Company will own 42.5%.
Selling costs decreased $51,000 or 7.2%, and as a percentage of revenues
increased from 15.5% to 17.2%. The decrease in selling expenses reflects a
decrease in sales commissions indicative of the overall decrease in revenues.
Depreciation of property and equipment increased $4,900 or 4.5% due to the
addition of property and equipment.
10
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 - None
Item 5. Other information - None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
99.1 Certification of Periodic Financial Reports pursuant to
18 USC Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
b) Reports on Form 8-K - None
11
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: August 12, 2002
TM CENTURY, INC.
BY: /s/Teri R.S. James
------------------------------
Teri R.S. James
Chief Financial Officer
(Principal Accounting Officer)
BY: /s/R. David Graupner
------------------------------
R. David Graupner
Chief Executive Officer
(Principal Executive Officer)
12
EXHIBIT INDEX
99.1 Certification Pursuant to 18 U. S. C. Section 1350.
13