UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
Commission File Number: 0-13763
TECHNOLOGY RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2095002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No,)
5250 140th Avenue North, Clearwater, Florida 33760
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (727) 535-0572
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 a shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 31, 2001
Common stock, $.51 par value 5,437,497
TABLE OF CONTENTS
Part I - Financial Information Page
Condensed Consolidated Balance Sheets
- June 30, 2001 and March 31, 2001.................................. 1
Condensed Consolidated Statements of Operations
- Three months ended June 30, 2001 and June 30, 2000................ 2
Condensed Consolidated Statements of Cash Flows
- Three months ended June 30, 2001 and June 30, 2000................ 3
Notes to Condensed Consolidated Financial Statements..................... 4
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 6
Item 3 - Quantitative and Qualitative Disclosure Regarding Market Risk... 8
Part II - Other Information
Item 1 - Legal Proceedings............................................... 9
Item 2 - Changes in Securities........................................... 9
Item 3 - Defaults Upon Senior Securities................................. 9
Item 4 - Submission of Matters to a Vote of Security Holders............. 9
Item 5 - Other Information............................................... 9
Item 6 - Exhibits and Reports on Form 8-K................................ 9
Signatures.............................................................. 10
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30 March 31
2001 2001
----------- ---------
ASSETS (unaudited) *
Current assets:
Cash and cash equivalents $ 231,851 184,772
Accounts receivable, net 3,242,926 3,364,817
Income tax receivable 80,218 278,500
Inventories:
Raw material 4,083,924 4,443,662
Work in process 346,624 224,449
Finished goods 1,839,940 1,684,163
---------- ----------
Total inventories 6,270,488 6,352,274
Prepaid expenses 248,294 145,134
Deferred income taxes 568,391 585,535
---------- ----------
Total current assets 10,642,168 10,911,032
---------- ----------
Property, plant, and equipment 9,337,676 9,304,618
Less accumulated depreciation 5,326,779 5,106,407
---------- ----------
Net property, plant, and equipment 4,010,897 4,198,211
---------- ----------
Other assets 58,949 47,305
---------- ----------
$ 14,712,014 15,156,548
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 1,082,881 1,579,951
Accrued expenses 253,340 340,796
Dividends payable 68,111 68,058
Deferred income - short term 17,647 23,530
---------- ----------
Total current liabilities 1,421,979 2,012,335
Long-term debt 1,950,000 1,750,000
Deferred income - long term 50,000 50,000
Deferred income taxes 21,769 23,663
---------- ----------
Total liabilities 3,443,748 3,835,998
---------- ----------
Stockholders' equity:
Common stock 2,784,088 2,784,088
Additional paid-in capital 7,526,472 7,526,472
Retained earnings 997,851 1,050,135
---------- ----------
11,308,411 11,360,695
Treasury stock (40,145) (40,145)
---------- ----------
Total stockholders' equity 11,268,266 11,320,550
---------- ----------
$ 14,712,014 15,156,548
========== ==========
* The balance sheet as of March 31, 2001 has been summarized
from the Company's audited balance sheet as of that date.
See accompanying notes to condensed consolidated financial statements.
- 1 -
TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended
June 30
2001 2000
---------- ----------
Operating revenues:
Net sales $ 4,078,037 4,743,167
Royalties 29,316 53,353
---------- ----------
4,107,353 4,796,520
---------- ----------
Operating expenses:
Cost of sales 2,985,645 3,317,127
Selling, general, and administrative 824,964 889,756
Research, development and engineering 263,145 292,323
---------- ----------
4,073,754 4,499,206
---------- ----------
Operating income 33,599 297,314
---------- ----------
Other income (deductions):
Interest and sundry income 219 25,022
Interest expense (31,692) (40,010)
Loss on disposal of assets (420) -
Gain on foreign exchange 1,080 596
---------- ----------
(30,813) (14,392)
---------- ----------
Income before income taxes 2,786 282,922
Income taxes 696 80,756
---------- ----------
Net income $ 2,090 202,166
========== ==========
Basic earnings per share $ 0.00 0.04
========== ==========
Weighted average number of common
shares outstanding 5,437,497 5,446,636
========== ==========
Diluted earnings per share $ 0.00 0.04
========== ==========
Weighted average number of common
and equivalent shares outstanding 5,448,004 5,503,603
========== ==========
Dividends paid $ .01 .01
========== ==========
See accompanying notes to condensed consolidated financial statements.
- 2 -
TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
June 30
2001 2000
---------- ----------
Cash flows from operating activities:
Net income $ 2,090 202,166
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 220,372 115,968
Decrease (increase) in accounts receivable 121,891 (60,080)
Decrease (increase) in inventories 81,786 (35,379)
Decrease in income taxes receivable 198,282 45,877
Increase in prepaid expenses (103,160) (196,047)
Decrease (increase) in deferred income taxes 15,250 (20,120)
Decrease (increase) in other assets (11,644) 23,575
Increase (decrease) in accounts payable (497,070) 456,780
Decrease in accrued expenses (87,456) (50,405)
Decrease in deferred income (5,883) (32,354)
---------- ----------
Net cash provided by (used in)
operating activities (65,542) 449,981
---------- ----------
Cash flows from investing activities:
Capital expenditures (33,058) (229,091)
---------- ----------
Net cash used in investing activities (33,058) (229,091)
---------- ----------
Cash flows from financing activities:
Borrowings (principal payments) on long-term debt 200,000 (1,000,000)
Dividends paid (54,321) (54,328)
Purchase of treasury stock - (40,145)
---------- ----------
Net cash provided by (used in)
financing activities 145,679 (1,094,473)
---------- ----------
Increase (decrease) in cash and cash equivalents 47,079 (873,583)
Cash and cash equivalents at beginning of period 184,772 2,696,010
---------- ----------
Cash and cash equivalents at end of period $ 231,851 1,822,427
========== ==========
See accompanying notes to condensed consolidated financial statements.
- 3 -
TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for the
fair statement of results for the interim period.
The results of operations for the three-month period ended June 30, 2001,
are not necessarily indicative of the results to be expected for the full
year.
2. Basic earnings per share has been computed by dividing net income by the
weighted average number of common shares outstanding.
Diluted earnings per share has been computed by dividing net income by
the weighted average number of common and equivalent shares outstanding.
Common share equivalents included in the computation represent shares
issuable upon exercise of stock options which would have a dilutive effect
in periods where there are earnings.
3. In 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities, which establishes accounting
and reporting standards for derivatives as either assets or liabilities on
the balance sheet and measure those instruments at fair values. In June
1999, FASB issued SFAS No. 137, Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of SFAS No. 133 which
deferred the effective date of the adoption of SFAS No. 133. The Company
adopted SFAS No. 133 on April 1, 2001. The Company holds no derivative
financial instruments; therefore, the adoption of this standard had no
effect on the consolidated financial statements.
4. In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities,
replacing SFAS No. 125. SFAS 140 revises the standards of accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, and otherwise reiterates many of the
provisions of SFAS 125. SFAS 140 is effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after
March 31, 2001. SFAS 140 is effective for recognition and reclassification
of collateral and for disclosures relating to securitization transactions
and collateral for fiscal years ending after December 15, 2000. The
adoption of SFAS 140 had no material impact on the Company's financial
position, results of operations or cash flows.
- 4 -
5. In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets,". SFAS 141 requires
that all business combination initiated after June 30, 2001, be accounted
for using the purchase method. SFAS 142 will required that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the
provisions of SFAS 142. SFAS 142 will also require that intangible assets
with definite useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for
impairment in accordance with SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of."
The Company is required to adopt the provisions of SFAS 141 immediately, and
SFAS 142 effective April 1, 2002. The adoption of SFAS 141 had no effect on
the consolidated financial statements. The Company is currently evaluating
the effect of adopting SFAS 142.
- 5 -
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULT OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
Current Three Months Ended June 30, 2001 versus Three Months Ended
June 30, 2000
The Company's operating revenues (net sales and royalties) for the first
quarter ended June 30, 2000 were $4,107,353, compared to $4,796,520 reported
in the same quarter last year, a decrease of approximately 14%. Net income for
the current quarter was $2,090, compared to $202,166, for the same quarter last
year. Basic and diluted earnings for the current period were $.00 per share
compared to basic and diluted earnings of $.04 per share for the same quarter
last year.
The decrease in net income for the Company's first quarter ended June 30, 2001,
compared to the prior year's quarter, was primarily due to the decrease in
sales and royalty income of $665,130 and $24,037, respectively. Gross profit
margins dropped 3% but was partially offset by a reduction in operating
expenses of $93,970. Commercial sales decreased by $686,261, and Military
sales improved slightly by $21,131.
The decrease in commercial sales, compared to the first quarter of the prior
year, was primarily due to the level of business with Xerox and its suppliers
and the high pressure sprayer/washer market, which decreased by $327,863 and
$616,915, respectively. All other commercial sales increased by $258,517. A
continuing slow-down in the U.S. economy may affect commercial revenues going
forward. Military sales remained strong throughout the first quarter due to
the Company's shipments of the control devices related to the 5/10/15KW
Tactical Quiet Generator (TQG) programs. Direct military shipments of spare
parts were also strong during the first quarter. Due to a production delay of
approximately a month and half in the start of the second production release of
the 3KW TQG program, very few inverters were shipped during the Company's first
quarter. The Company believes that it will ship the majority of inverters
related to this release during its second quarter and ship the third and final
production release during its third and fourth quarters. Also, the Government
will be awarding a follow-on contract, shortly, for approximately 17,500 3KW
TQG systems to a prime contractor for which the Company may supply the inverter
and other control devices. The follow-on contract covers a period of
approximately eight years and will require shipments against yearly production
releases.
On December 13, 2000, the Company announced that its Board of Directors
approved a plan to sell the Company. The Company has reviewed a number of
expressions of interest; however, to date the Company has not entered into
any arrangement with a suitable buyer that meets the Company's strategic
objectives.
- 6 -
The Company's gross profit margin on net sales was 27% for the current quarter
and 30% for the same quarter last year. The lower margins were primarily due
to higher off-shore labor costs, which increased by approximately 35% late in
the Company's third quarter of Fiscal Year 2001.
Selling, general and administrative expenses for the current quarter were
$824,964, compared to $889,756 in the same quarter last year, a decrease of
approximately 7%, reflecting lower professional fees of $19,836, advertising
costs of $19,584, travel expenses of $32,989 and an increase of other expenses
of $7,617. Selling expenses were $477,252 for the current quarter, compared to
$521,392 the same quarter last year, a decrease of approximately 8%. General
and administrative expenses were $347,712, compared to $368,364 in the same
quarter last year, a decrease of approximately 6%.
Research, development and engineering expenses for the current quarter were
$263,145, compared to $292,323 for the same quarter last year, a decrease of
approximately 10%, reflecting lower salary related expenses due to a reduction
in engineering staffing.
Interest expense, net of interest and sundry income was $31,473 for the
current quarter, compared to $14,988 for the same quarter last year, reflecting
less interest income on lower cash balances offset somewhat by lower interest
expense due to a drop in interest rates on the Company's line of credit.
In accordance with FSAS 109, "Accounting for Income Taxes", the Company does
not record deferred income taxes on the foreign undistributed earnings of an
investment in a foreign subsidiary that is essentially permanent in duration.
Accordingly, the Company's Honduras subsidiary was profitable which caused a
decrease in the effective tax rate of the Company. If circumstances change,
and it becomes apparent that some or all of the undistributed earnings of the
subsidiary will be remitted in the foreseeable future, but U.S. income taxes
have not been recognized by the Company, the Company will record as an expense
of the current period the U.S. income taxes attributed to that remittance.
Liquidity and Capital Resources
As of June 30, 2001, the Company's cash and cash equivalents increased to
$231,851 from the March 31, 2001 total of $184,772. Cash used in operating
activities was $65,542, cash used in investing activities was $33,058 and cash
provided by financing activities was $145,679, giving a total increase of
$47,079.
- 7 -
Cash used by operating activities was primarily due to accounts payable
and accrued expenses decreasing by $497,070 and $87,456, respectively, which
was offset to some extent by depreciation in the amount of $220,372, accounts
receivable decreasing $121,891 and income taxes receivable decreasing $198,282.
The decrease in accounts payable was due to the Company improving its
timeliness in paying its suppliers. Accounts receivable decreased as a result
of lower shipments in the first quarter compared to the fourth quarter ended
March 31, 2001. Income taxes receivable decrease due to the Company receiving
a refund check in the amount of $208,500 in the quarter for overpayments of
taxes for the prior fiscal year.
Cash used in investing activities was related to purchases of capital equipment
only. The Company normally purchases between $500,000 to $750,000 of capital
equipment each year; however, the Company plans to spend between $250,000 and
$500,000 in the current fiscal year.
Cash provided by financing activities was primarily due to the Company drawing
on its line of credit in the amount of $200,000 net of the Company's payment of
its quarterly cash dividend in the amount of $54,321.
On August 31, 2000, the Company renewed its $3,000,000 revolving credit loan
with its institutional lender, extending the maturity date to December 14,
2002. The Company has the option of borrowing at the lender's prime rate of
interest minus 25 basis points or the 30-day London Interbank Offering Rate
("LIBOR") plus 175 basis points. The Company is currently using the LIBOR
option. The Company's debt from advances on its line of credit was $1,950,000
as of June 30, 2001.
The Company's working capital increased by $321,492 to $9,220,189 at June
30, 2001, compared to $8,898,697 at March 31, 2001. The increase was
primarily due to the Company increasing its long-term debt and reducing its
short-term debt. The Company believes cash flow from operations, the available
bank line and current cash position will be sufficient to meet its working
capital requirements for the immediate future.
The record date for the Company's first fiscal quarter dividend of $.01 per
share was June 30, 2001, and the Company paid that dividend on July 20, 2001.
Item 3. Quantitative and Qualitative Disclosure Regarding Market Risk
The Company has no derivative securities as of June 30, 2001. The Company's
exposure to market risk for changes in interest rates relates primarily to
the Company's debt obligations due to its variable LIBOR Rate pricing.
Accordingly, a 1% change in LIBOR would result in an interest expense change
of approximately $19,500.
- 8 -
Forward Looking Statements
Some of the statements in this report constitute forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995 and
the Securities Exchange Act of 1934. These statements related to future
events, other future financial performance or business strategies, and may be
identified by terminology such as "may," "will," "should," "expects,"
"scheduled," "plans," "intends", "anticipates," "believes," "estimates,"
"potential," or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions, and actual events or
results may differ materially. In evaluating these statements, you should
specifically consider the factors described throughout this report. Such key
factors include, but are not limited to, the acceptance of any new products,
such as "Fire Shield", into the marketplace, the effective utilization of the
Company's Honduran manufacturing facility, changes in manufacturing
efficiencies and the impact of competitive products and pricing. The Company
cannot be assured that future results, levels of activity, performance or goals
will be achieved, and the Company disclaims any obligation to revise any
forward-looking statements subsequent to events or circumstances or the
occurrence of unanticipated events.
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
Not Applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter covered by this
Report.
- 9 -
___________________________________________
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TECHNOLOGY RESEARCH CORPORATION
(registrant)
August 9, 2001 /s/ Scott J. Loucks
___________________________ __________________________________
Date Scott J. Loucks
Chief Financial Officer,
(principal financial, accounting and
Duly Authorized Officer)
- 10 -