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 DECEMBER 31, 2001
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 December 31, 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 Statement (unaudited)
Consolidated Balance Sheet - December 31, 2001 3
Consolidated Statement of Operations
For the nine months ended
December 31, 2001 and 2000 4
Consolidated Statement of Cash Flows
For the nine months ended
December 31, 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)
December 31, 2001
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $240,403
Accounts receivable, net of allowance for doubtful
accounts of $5,700 284,692
Inventories 348,804
Prepaid expenses and other current assets 58,733
..........
Total current assets 932,632
PROPERTY, PLANT AND EQUIPMENT, net 1,977,735
OTHER ASSETS, NET 53,474
..........
$2,963,841
::::::::::
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 67,280
Accounts payable and accrued expenses 398,694
..........
Total current liabilities 465,974
LONG - TERM DEBT:
Long-term obligations, net of current maturities 1,435,536
Reserve for contingency 500,000
Security deposits 66,253
..........
Total long - term debt 2,001,789
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 (1,916,517)
..........
502,254
Less treasury stock, at cost, 4,316 shares (6,176)
..........
Total stockholders' equity 496,078
..........
$2,963,841
:::::::::::
See accompanying notes to consolidated financial statements
3
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
December 31 December 31
................ ..................
2001 2000 2001 2000
REVENUES:
Product sales $411,983 $415,663 $1,207,888 $1,393,680
Rentals 199,997 229,255 614,582 615,890
........ ........ .......... ..........
611,980 644,918 1,822,470 2,009,570
COSTS AND EXPENSES:
Cost of product sales 254,554 244,117 726,574 813,194
Cost of rentals 99,710 95,857 308,802 288,477
Selling, general and
administrative expenses 423,486 363,914 909,574 1,120,983
........ ........ .......... .........
777,750 703,888 1,944,950 2,222,654
........ ........ .......... .........
(LOSS) FROM
OPERATIONS (165,770) (58,970) (122,480) (213,084)
OTHER INCOME (EXPENSE):
Interest expense 191 (3,269) (2,867) (5,196)
Interest and Dividend
Income 1,456 6,701 7,353 19,071
Other 1,755 20,129 7,748 48,532
....... ....... ........ .......
3,402 23,561 12,234 62,407
........ ........ ........ ........
NET (LOSS)
BEFORE INCOME TAXES (162,368) (35,409) (110,246) (150,677)
INCOME TAXES - - 240 -
........ ........ .......... ........
($162,368) ($35,409) ($110,486) ($150,677)
::::::::: :::::::: :::::::::: ::::::::::
See Accompanying notes to consolidated financial statements
4
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000
(Unaudited)
Nine Months Ended
December 31
2001 2000
....... ........
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($110,486) ($150,677)
Adjustment to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 157,680 158,000
Increase (decrease) in cash attributable to
changes in operating assets and liabilities:
Accounts receivable 16,958 54,206
Inventories 22,705 (48,605)
Prepaid expenses and other current
assets (101) 189,089
Other assets 19,005 16,731
Accounts payable and accrued expenses (172,960) (59,533)
Security deposits - 1,861
........... .........
NET CASH PROVIDED BY (USED IN)OPERATING
ACTIVITIES (67,199) 161,072
........... .........
NET CASH USED IN INVESTING ACTIVITIES:
Purchases of property,plant,
and equipment (9,737) (176,852)
.......... ..........
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (51,571) (48,422)
.......... ..........
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (128,507) (64,202)
CASH AND CASH EQUIVALENTS,
beginning of period 368,910 453,400
....... .......
CASH AND CASH EQUIVALENTS, end of period $240,403 $389,198
:::::::: ::::::::
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, and continued negative
economic conditions.
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 which occurred in 1958 mentioned
in the preceding paragraphs. The D.E.P. seeks to recover costs
which it has expended. As of July 1997, the D.E.P. had incurred costs
in excess of $1,150,000. This woek was substantially completed in 1999 by
the EPA.
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 the Company's formally contaminated properties.
In addition, the USG and DEP would receive 60% of the net rental income
derived from the site 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 formally
contaminated property as provided in the agreement.
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Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the nine-month period ended December 31, 2001, Technology
General Corporation and subsidiary had consolidated revenues of $1,822,470
and net loss of $110,486. 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 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.
Eclipse maintains an extensive parts inventory providing made-to-order
mixers at a cost and delivery time equal to the standard stocked 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 nine-month period amounted to
$389,161 and $341,773 respectively, for a total of $730,934. The comparable
sales for the nine-month period ending December 31, 2000 were $473,338
and $332,556 for a total of $805,894. The 2001 nine-month
combined sales decreased $74,960 compared to the 2000 nine-month total.
The recent decrease in sales is due to a temporarily depressed
industrial equipment market and the loss of 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 nine-months
ended December 31, 2001 and 2000 of $476,954 and $587,786 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 nine-months ended December 31, 2001
amounted to $473,512, an increase of $4,332 compared to the nine-months
ended December 31, 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 nine-month period
ended December 31, 2001, totaled $41,393 compared to $38,488 for the
comparable 2000 period, an increase of $2,905.
8
LIQUIDITY
As of December 31, 2001, current assets amounted to $932,632
and current liabilities totaled $465,974, reflecting a working
capital of $466,658 and a current ratio of 2.00 to 1. There
was a negative cash flow of $128,507 for the current nine-month period due
to a reduction in liabilities.
RESULTS OF OPERATIONS
PRODUCT SALES. Technology General Corporation's manufacturing segment
generated sales of $1,207,888 for the nine-month period ended December 31, 2001.
RENTAL SALES. Total consolidated rental billings for the
nine-month period ended December 31, 2001 amounted to $614,582
a decrease of $1,308 over the same period for 2000.
GROSS MARGIN. The consolidated gross profit margin for the
nine-months ended December 31, 2001, was 43 percent.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These expenses
as a percent of net sales were approximately 50 percent for the
nine-months ended December 31, 2001.
INTEREST. Total interest expense for the nine-months ended
December 31, 2001 amounted to $96,449 of which $93,201 is reflected
under "Cost of Rentals" and the remainder of $3,248 is shown as a
separate line item within "Other Income (Expense)".
NET INCOME/LOSS. The net loss for the nine-months ended
December 31, 2001 amounted to $110,486 and the net loss for the
comparable 2000 nine-month period was $150,677.
9
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: January 28, 2002 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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