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, 2001
OR
___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
Commission File No. 2-97732
TECHNOLOGY GENERAL CORPORATION
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Exact name of Small Business Issuer in its charter)
New Jersey 22-1694294
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(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12 Cork Hill Road, Franklin, New Jersey 07416
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(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
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As of JUNE 30, 2001, the Registrant had 5,881,912 shares
of Common Stock outstanding and 131,839 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 Statements (unaudited)
Consolidated Balance Sheet - June 30,2001 3
Consolidated Statement of Operations
For the three months ended
June 30, 2001 and 2000 4
Consolidated Statement of Cash Flows
For the three months ended
June 30, 2001 and 2000 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 7-9
Signatures 10
2
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30, 2001
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 370,718
Accounts receivable, net of allowance for doubtful
accounts of $5,700 309,700
Inventories 336,664
Prepaid expenses and other current assets 29,932
----------
Total current assets 1,047,014
PROPERTY, PLANT AND EQUIPMENT, net 2,075,778
OTHER ASSETS, NET 60,807
----------
$3,183,599
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 32,842
Accounts payable and accrued expenses 419,946
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Total current liabilities 452,788
LONG - TERM DEBT:
Long-term obligations, net of current maturities 1,506,545
Reserve for contingency 600,000
Security deposits 66,253
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Total long - term debt 2,172,798
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 1 vote per share,
authorized 30,000,000 shares, issued 5,886,228 shares,
outstanding 5,881,912 shares 5,886
Class A common stock, $.001 par value, .1 vote per share,
authorized 15,000,000 shares, issued and
outstanding 131,839 shares 132
Capital in excess of par value 2,412,753
Accumulated deficit (1,854,582)
-----------
564,189
Less treasury stock, at cost, 4,316 shares (6,176)
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Total stockholders' equity 558,013
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$3,183,599
===========
See accompanying notes to consolidated financial statements
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TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2001 and 2000
(UNAUDITED)
2001 2000
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REVENUES:
Product sales $437,308 $523,460
Rentals 207,014 185,410
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644,322 708,870
COSTS AND EXPENSES:
Cost of product sales 260,369 291,113
Cost of rentals 109,158 100,757
Selling, general and
administrative expenses 330,998 382,095
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700,525 773,965
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(LOSS) FROM
OPERATIONS (56,203) (65,095)
OTHER INCOME (EXPENSE):
Interest expense (95) (1,725)
Interest and Dividend
Income 3,546 745
Other 4,441 20,645
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7,892 19,665
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LOSS BEFORE INCOME TAXES (48,311) (45,430)
INCOME TAXES 240
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NET (LOSS) ($48,551) ($45,430)
========= =========
See Accompanying notes to consolidated financial statements
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TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2001 AND 2000
(Unaudited)
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($ 48,551) ($ 45,430)
Adjustments to reconcile net loss
to net cash provided by
(used in) operating activities:
Depreciation and amortization 52,562 54,606
Increase (decrease) in cash attributable to
changes in operating assets and liabilities:
Accounts receivable (8,050) (14,284)
Inventories 34,845 (10,586)
Prepaid expenses and other current
assets 28,700 212,597
Other assets 11,672 6,042
Accounts payable and accrued expenses (47,103) (72,868)
Lawsuit reserve 25,000
Security deposits 5
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NET CASH PROVIDED BY (USED IN)OPERATING
ACTIVITIES 24,075 155,082
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NET CASH USED IN INVESTING ACTIVITIES:
Purchases of property, plant,
and equipment (2,662) (97,045)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (19,605) (54,034)
---------- ----------
INCREASE IN CASH AND CASH EQUIVALENTS 1,808 4,003
CASH AND CASH EQUIVALENTS,
beginning of period 368,910 453,400
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CASH AND CASH EQUIVALENTS, end of period $370,718 $457,403
======== ========
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. 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
zoning changes following the cleanup phase.
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 Company has received a consent decree from the United States
Justice Department outlining proposed settlement terms relating to toxic
chemical contamination at the site mentioned in the preceding paragraphs.
The memorandum stipulated that the USG and the DEP would receive $100,000
upon execution of the settlement, $500,000 payable over five years and 60%
of the proceeds from the sale of certain of the Company's properties. In
addition, the USG and DEP would receive 60% of the net rental income
derived from the properties subject to claim from the date of the
execution of the settlement until the properties are sold. The Company
has requested a renegotiation of the settlement terms, relative to the
sale of a certain property, as provided in the agreement. 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.
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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, 2001, Technology
General Corporation and subsidiary had consolidated revenues of $644,322
and net loss of $48,551. 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.
Clawson Machine manufactures a full line of ice crushing and ice
shaving equipment for the food service and related industries. The popular
Hail Queen and Princess Chipper ice crushers are specified as "standard
equipment in many major restaurant chains. The patented In-line crusher
that inserts between a commercial ice cuber and storage bin, maximizes the
functionality of the standard cuber without increasing floor space usage.
The In-line crusher will crush cubes to one side of a storage bin or bypass
cubes to the other side depending on demand. All three units are NSF
(National Sanitary Foundation) listed, a requirement for food handling
equipment in most states. The In-line crusher is also UL recognized.
Clawson also manufactures ice shaving equipment for block and cubes
including several models specifically designed for snow cones used in the
amusement industries. These models include shaved ice storage areas, cup
and syrup dispensers.
Sales are direct to end use customers and through an extensive
network of restaurant equipment distributors. An aggressive advertising,
trade show and internet program has historically proven successful. The
continuation of this program along with new innovative product design
projects additional growth.
Eclipse Systems carries a diversified product line. The paint spray
products are the oldest of the Eclipse lines. In addition to the heavy
duty industrial Gat spray gun, Eclipse carries a complete line of siphon,
pressure and gravity feed guns in both standard and HVLP models.
Additionally, Eclipse manufactures a full line of portable and
fixed position mixers for all industries. Standard models are available
in air or electric drive with gear reduction models in the larger sizes.
With an extensive parts inventory, Eclipse is able to produce
made-to-order mixers at a cost and turn-around time of the standard
models. Specialty alloys, elastomers and coatings are available to meet
any demanding application. Typical uses are found in the chemical,
plating, paint, printing, food and pharmaceutical industries.
Eclipse has recently expanded its' capabilities to include the
ancillary equipment associated with the mixing and spraying industries.
Current capabilities include the design and manufacturing of
instrumentation and control systems available in stand alone and
integrated designs.
7
The Eclipse and Clawson Divisions operate in combination with each
other, and total sales for the three-month period amounted to $125,532
and $145,272 respectively, for a total of $270,804. The comparable sales
for the three-month period ending June 30, 2000 were $194,983 for Eclipse
and $136,614 for Clawson for a total of $331,597. The 2001 three-month
combined sales decreased $60,793 compared to the 2000 three-month total.
The recent decrease in sales is due to a temporarily depressed
industrial equipment market and the loss a major purchaser due to
restructuring of their product lines. Eclipse has mounted a new
advertising campaign and expansion of its' products to offset these
losses. The introduction of Eclipse products to new markets and increased
sales promotions are showing a positive growth trend. Sales are expected
to increase over the next 12 months with continuation into the following year.
The Precision Metalform Division reported sales for the three-months
ended June 30, 2001 and 2000 of $166,503 and $191,864 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 115,000
square foot building to four (4) industrial tenants and three (3) commercial
tenants. Total rental revenue for the three-months ended June 30, 2001
amounted to $157,985, an increase of $21,657 compared to the three-months
ended June 30, 2000. 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, 2001, totaled $12,684 compared to $13,156 for the
comparable 2000 period, a decrease of $472.
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LIQUIDITY
As of June 30, 2001, current assets amounted to $1,047,014
and current liabilities totaled $452,788, reflecting a working
capital of $594,226 and a current ratio of 2.31 to 1. There
was a positive cash flow of $1,808 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 $437,307 for the three-month period
ended June 30, 2001.
RENTAL SALES. Total consolidated rental billings for the
three-month period ended June 30, 2001 amounted to $207,015 an
increase of $21,606 over the same period for 2000.
GROSS MARGIN. The consolidated gross profit margin for the
three-months ended June 30, 2001, was 44 percent.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These expenses
as a percent of net sales were approximately 51 percent for the
three-months ended June 30, 2001.
INTEREST. Total interest expense for the three-months ended
June 30, 2001 amounted to $31,334 of which $31,239 is reflected
under "Cost of Rentals" and the remainder of $95 is shown as a
separate line item within "Other Income (Expense)".
NET INCOME/LOSS. The net loss for the three-months ended
June 30, 2001 amounted to $48,551 and the net loss for the
comparable 2000 three-month period was $45,430.
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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: August 6, 2001 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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