SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB Quarterly or Transitional Report
_X_ QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED JUNE 30,2000
OR
___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
Commission File No. 2-97732
TECHNOLOGY GENERAL CORPORATION
......................................................................
(Exact name of Small Business Issuer in its charter)
New Jersey 22-1694294
.............................. ...........................
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12 Cork Hill Road, Franklin, New Jersey 07416
.....................................................................
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (973) 827-4143
Indicated 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
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
...... ......
As of June 30, 2000, the Registrant had 5,608,672 shares
of Common Stock outstanding and 127,839 shares of Class A Common Stock
outstanding.
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TECHNOLOGY GENERAL CORPORATION
INDEX
PAGE NO.
Part 1. Financial Information
Item 1. Consolidated Financial Statement (unaudited)
Consolidated Balance Sheet - June 30, 2000 3
Consolidated Statement of Operations
For the three months ended
June 30, 2000 and 1999 4
Consolidated Statement of Cash Flows
For the three months ended
June 30, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 7-8
Signatures 9
2
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30, 2000
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $457,403
Accounts receivable, net of allowance for doubtful
accounts of $3,000 455,771
Inventories 406,835
Deferred tax asset 12,000
Prepaid expenses and other current assets 32,954
..........
Total current assets 1,364,963
PROPERTY, PLANT AND EQUIPMENT, net
2,159,022
OTHER ASSETS:
Deferred tax asset 281,000
Other 81,356
..........
Total other assets 362,356
..........
$3,886,341
::::::::::
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $115,521
Accounts payable and accrued expenses 238,629
..........
Total current liabilities 354,150
LONG - TERM DEBT:
Long-term obligations, net of current maturities 1,478,676
Reserve for contingency 444,000
Security deposits 70,485
..........
Total long - term debt 1,993,161
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 1 vote per share,
authorized 30,000,000 shares, issued 5,611,228 shares,
outstanding 5,608,672 shares 5,572
Class A common stock, $.001 par value, .1 vote per share,
authorized 15,000,000 shares, issued and
outstanding 127,839 shares 167
Capital in excess of par value 2,401,873
Accumulated deficit (866,406)
..........
1,541,206
Less treasury stock, at cost, 2,556 shares (2,176)
..........
Total stockholders' equity 1,539,030
..........
$3,886,341
:::::::::::
See accompanying notes to consolidated financial statements
3
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Ended
June 30
................
2000 1999
REVENUES:
Product sales $523,460 $609,219
Rentals 185,410 180,831
........ ........
708,870 790,050
COSTS AND EXPENSES:
Cost of product sales 291,113 368,177
Cost of rentals 100,757 98,951
Selling, general and
administrative expenses 382,095 323,604
........ ........
773,965 790,732
........ ........
(LOSS) FROM
OPERATIONS (65,095) (682)
OTHER INCOME (EXPENSE):
Interest expense (1,725) (3,869)
Interest and Dividend
Income 745 6,515
Other 20,645 3,482
....... .......
19,665 6,128
........ ........
NET EARNINGS (LOSS) ($45,430) $5,446
:::::::::: :::::::::
See Accompanying notes to consolidated financial statements
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TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
Three Months Ended
June 30
2000 1999
....... ........
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($ 45,430) $5,446
Adjustment to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 54,606 47,140
Increase (decrease) in cash attributable to
changes in operating assets and liabilities:
Accounts receivable (14,284) (35,122)
Inventories (10,586) (11,480)
Prepaid expenses and other current
assets 212,597 6,046
Other assets 6,042 3,011
Accounts payable and accrued expenses (72,868) 7,912
Lawsuit reserve 25,000 0
Security deposits 5 0
............ .........
NET CASH PROVIDED BY
(USED IN)OPERATING ACTIVITIES 155,082 22,953
............ ..........
NET CASH USED IN INVESTING ACTIVITIES:
Purchases of property, plant,and
equipment (97,045) (103,910)
........... ..........
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term
debt 0 6,850
Principal payments on long-term debt (54,034) (48,801)
Purchase of treasury stock 0 (336)
........... ...........
NET CASH USED IN FINANCING ACTIVITIES: (54,034) (42,287)
......... ..........
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 4,003 (123,244)
CASH AND CASH EQUIVALENTS,
beginning of period 453,400 886,945
....... .......
CASH AND CASH EQUIVALENTS, end of period $457,403 $763,701
:::::::: ::::::::
See accompanying notes to consolidated financial statements
5
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
COMMITMENTS AND CONTINGENCIES
On September 1, 1994, the Company received a memorandum from the
United States Justice Department outlining proposed settlement terms
relating to toxic chemical contamination at a site formerly occupied by
a subsidiary of the Company. The memorandum stipulated that the
United States Government ("U.S.G.") would receive $25,000 upon the
execution of the settlement, $206,000 payable over five years, and a
balloon payment of $150,000 payable in five years. In addition, the
U.S.G. would receive 60 percent of the net proceeds from the sale of
the property. The Company has requested a re-negotiation of the
settlement terms.
In March of 1997, the Company made a counter-proposal to the U.S.G.
seeking reduction in the proposed terms for restoration expenditures incurred
by the Company resulting from severe zoning changes following the cleanup
phase. As of June 30, 2000, the Company's expenditures to accommodate code
changes in order to permit re-occupancy of the premises were approximately
$200,000. At June 30, 2000, this counter proposal was being evaluated by the
U.S.G. In the event of an unfavorable resolution to this matter, the Company
could experience a material adverse effect on its financial position, results
of operations and cash flows and may have no alternative means by which to
finance such resolution other than to sell certain of its assets to meet its
obligation resulting from the ultimate resolution.
In July of 1997, the New Jersey Department of Environmental Protection
("D.E.P.") instituted suit against the Company related to toxic chemical
contamination at the site mentioned in the preceding paragraphs. The civil
action is brought pursuant to the Spill Compensation and Control Act
("Spill Act"), whereby the D.E.P. seeks to recover costs which it has
expended and intends to expend in the future for the cleanup of the
hazardous substances.
As of July 1997, the D.E.P. had incurred costs in excess of $1,150,000
and is attempting to recover an amount equal to three times the cleanup
costs incurred, and to be incurred, in accordance with a provision in the
Spill Act. The litigation is now in the discovery process, and the ultimate
outcome of such litigation cannot be determined at the present time. In the
event of an unfavorable resolution to this matter, the Company could
experience a material adverse effect on its finanical position, results of
operations and cash flows and may have no alternative means by which to
finance such resolution other than to sell certain of its assets to meet
its obligation resulting from the ultimate resolution.
At June 30, 2000, the Company has accrued $444,000 which management
believes will be sufficient to satisfy any liabilities which may result in
connection with the settlement of the above-mentioned matters.
In addition to the above, the Company is party to various
lawsuits and claims arising in the ordinary course of business.
While the ultimate effects of such litigation cannot be determined
at the present time, it is Management's opinion, based on the advice of legal
counsel, that any liabilities which may result from these actions
would not have a material effect on the Company's ability to operate.
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Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the three-month period ended June 30, 2000, Technology
General Corporation and subsidiary had consolidated revenues of $708,870
and net loss of $45,430. Technology General Corporation, operating
individually as a holding company managing the various operating segments,
does not generate significant revenue other than allocating management
expenses to the operating entities and leasing space to two tenants.
The Eclipse and Clawson Divisions operate in combination with
each other, and total sales for the three-month period amounted to
$194,983 and $136,614 respectively, for a total of $331,597. The comparable
sales for the three-month period ending June 30, 1999 were $244,831 for
Eclipse and $115,723 for Clawson for a total of $360,554. The 2000
three-month combined sales decreased $28,957 compared to the 1999 three-month
total.
Clawson Machine's ice crushing products featuring the patented
"Plus Crusher" are used in conjunction with major ice cube machines,
primarily Scotsman, Manitowoc, Crystal Tips, and Ice-O-Matic. This system
provides an in-line means to intercept the flow of ice cubes in order to
process them into crushed ice during each ice cube harvest cycle. This
device which is installed as an integral part of each ice cube machine, is
used predominantly by hotels and restaurants where large volumes of crushed
ice are required.
Clawson Machine has received recognition from the National Sanitation
Foundation (N.S.F.) for improvements of its various machines used primarily
for crushing ice applicable to hotels and restaurants. N.S.F. approval is
becoming a mandatory requirement throughout various parts of the country for
machines used in the processing of foods and liquids to assure maintenance
of sanitary conditions. Clawson is one of a few manufacturers in its
category who has been awarded this distinction.
Eclipse System's sales for the three-months ended
June 30, 2000, decreased $49,848 from the comparable period for 1999.
Management expects sales to increase as a result of the
introduction of a new line of industrial mixers. The division has recently
designed and developed a special line of chemical mixers, which are expected
to generate increased sales in the air-driven mixer market.
The Precision Metalform Division reported sales for the three-month
ended June 30, 2000 and 1999 of $191,864 and $248,665 respectively.
Management anticipates that sales for the balance of the year are expected
to increase in the writing instruments field whereas cosmetic sales are
expected to remain stable. Precision Metalform, along with the Company's
other operating divisions, has taken positive steps to reduce its general
and administration overhead, including efforts to reduce inventories to
conserve cash flow.
Transbanc International Investors Corporation, a wholly-owned
subsidiary, is a real estate holding company which leases its 113,000
square foot building to four (4) industrial tenants. Total rental revenue
for the three-months ended June 30, 2000 amounted to $136,328, a decrease
of $1,610 compared to the three-months ended June 30, 1999. Management
anticipates a modest increase in revenue from this facility resulting from
modified leases for an extended period of time.
The Company's Aerosystems Technology Division owns a 24,000
square foot industrially-zoned building situated on 22 acres located
in Franklin, New Jersey, of which 3.5 acres were the subject of an E.P.A.
Superfund cleanup. This property has been fully restored and is presently
occupied by two (2) tenants. Rental revenue for the three-month period
ended June 30, 2000, totaled $13,156 compared to $7,257 for the comparable
1999 period, an increase of $5,899.
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LIQUIDITY
As of June 30, 2000, current assets amounted to $1,364,963
and current liabilities totaled $354,150, reflecting a working
capital of $1,010,813 and a current ratio of 3.85 to 1. There
was a positive cash flow of $4,003 for the current three-month period due to
net cash provided by operating activities.
RESULTS OF OPERATIONS
PRODUCT SALES. Technology General Corporation's manufacturing segment
generated sales of $523,460 for the three-month period ended June 30, 2000.
RENTAL SALES. Total consolidated rental billings for the
three-month period ended June 30, 2000 amounted to $185,409, an increase of
$4,578 over the same period for 1999.
GROSS MARGIN. The consolidated gross profit margin for the
three-months ended June 30, 2000, was 45 percent.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These expenses as
a percent of net sales were approximately 54 percent for the three-months
ended June 30, 2000.
INTEREST. Total interest expense for the three-months ended
June 30, 2000 amounted to $33,800 of which $32,075 is reflected
under "Cost of Rentals" and the remainder of $1,725 is shown as a separate
line item within "Other Income (Expense)".
NET INCOME/LOSS. The net loss for the three-months ended
June 30, 2000 amounted to $45,430 and the net income for the comparable 1999
three-month period was $5,446.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: December 4, 2000 TECHNOLOGY GENERAL CORPORATION
/s/ Charles J. Fletcher
BY:............................................
Charles J. Fletcher
President, Chief Executive Officer
Chairman of the Board
/s/ Helen S. Fletcher
BY:.............................................
Helen S. Fletcher
Secretary/Treasurer
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