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, 2002
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, 2002, the Registrant had 5,811,912 shares
of Common Stock outstanding and 131,839 shares of Class A Common Stock
outstanding.
TECHNOLOGY GENERAL CORPORATION
INDEX
PAGE NO.
Part 1. Financial Information
Item 1. Consolidated Financial Statement (unaudited)
Consolidated Balance Sheet - June 30, 2002 3
Consolidated Statement of Operations
For the three months ended
June 30, 2002, and 2001 4
Consolidated Statement of Cash Flows
For the three months ended
June 30, 2002 and 2001 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
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30, 2002
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $223,462
Accounts receivable, net of allowance for doubtful
accounts of $5,700 258,061
Inventories 289,516
Prepaid expenses and other current assets 13,522
----------
Total current assets 784,561
PROPERTY, PLANT AND EQUIPMENT, net 1,923,653
OTHER ASSETS, NET 55,033
----------
$2,763,247
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 71,440
Accounts payable and accrued expenses 476,641
----------
Total current liabilities 548,081
LONG - TERM DEBT:
Long-term obligations, net of current maturities 1,406,433
Reserve for contingency 500,000
Security deposits 68,862
----------
Total long - term debt 1,975,295
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 1 vote per share,
authorized 30,000,000 shares, issued 5,886,228 shares,
outstanding 5,811,912 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 2,421,124
Accumulated deficit (2,177,440)
-----------
249,702
Less treasury stock, at cost, 74,316 shares (9,831)
-----------
Total stockholders' equity 239,871
-----------
$2,763,247
============
See accompanying notes to consolidated financial statements
3
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)
2002 2001
==== ====
REVENUES:
Product sales $436,161 $437,308
Rentals 211,262 207,014
-------- --------
647,423 644,322
COSTS AND EXPENSES:
Cost of product sales 251,508 260,369
Cost of rentals 108,561 109,158
Selling, general and
administrative expenses 345,243 330,998
-------- --------
705,312 700,525
-------- --------
(LOSS) FROM
OPERATIONS (57,889) (56,203)
OTHER INCOME (EXPENSE):
Interest expense (832) (95)
Interest and Dividend
Income 623 3,546
Other 7,420 4,441
------- -------
7,211 7,892
-------- -------
LOSS BEFORE INCOME TAXES (50,678) (48,311)
INCOME TAXES 240 240
-------- -------
NET (LOSS) ($50,918) ($48,551)
========= ========
See accompanying notes to consolidated financial statements
4
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)
2002 2001
------ ------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($50,918) ($48,551)
Adjustment to reconcile net loss
to net cash provided by
(used in) operating activities:
Depreciation and amortization 41,827 52,562
Increase (decrease) in cash attributable to
changes in operating assets and liabilities:
Accounts receivable 36,162 (8,050)
Inventories (16,692) 34,845
Prepaid expenses and other current
assets 9,927 28,700
Other assets 11,672
Accounts payable and accrued expenses (19,060) (47,103)
------- -------
NET CASH PROVIDED BY (USED IN)OPERATING
ACTIVITIES 1,246 24,075
------- -------
NET CASH USED IN INVESTING ACTIVITIES:
Purchases of property, plant,
and equipment (84) (2,662)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (9,260) (19,605)
------- --------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (8,098) 1,808
CASH AND CASH EQUIVALENTS,
beginning of period 231,560 368,910
------- -------
CASH AND CASH EQUIVALENTS, end of period $223,462 $370,718
======== ========
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 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 6 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 on alternative means by which to finance such resolution other than
to sell certain of its assets.
At June 30, 2002, the Company has accrued $600,000, $100,000 of which
is included in accrued expenses and other current liabilities, which management
believes will be sufficient to satisfy any liabilities which may result in
connection with the settlement of the above mentioned matters.
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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, 2002, Technology
General Corporation and subsidiary had consolidated revenues of $647,423
and net loss of $50,918. 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.
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 $210,761 and $108,600
respectively, for a total of $319,361. The comparable sales for the three-month
period ending June 30, 2001 were $125,532 for Eclipse and $145,272 for Clawson
for a total of $270,804. The 2002 three-month combined sales increased $48,557
compared to the 2001 three-month total.
The current increase in Eclipse sales of $85,229 is due mainly to our new
advertising campaign and an expansion of our product line, which has introduced
our products to new markets. This positive growth trend is anticipated by
management to continue over the foreseeable future.
The Precision Metalform Division reported sales for the three-months ended
June 30, 2002 and 2001 of $116,800 and $166,503 respectively. Management
anticipates that sales for the balance of the year are expected to remain
stable in the writing instruments and cosmetic fields. 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, 2002 amounted to $158,393, an
increase of $408 compared to the three-months ended June 30, 2001. 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, 2002,
totaled $15,664 compared to $12,684 for the comparable 2001 period, an
increase of $2,980.
8
LIQUIDITY
As of June 30, 2002, current assets amounted to $784,561 and current
liabilities totaled $548,081, reflecting a working capital of $236,480 and a
current ratio of 1.43 to 1. There was a negative cash flow of $8,098 for the
current three-month period due to the net loss of $50,918.
RESULTS OF OPERATIONS
PRODUCT SALES. Technology General Corporation's manufacturing Segment
generated sales of $436,161 for the three-month period ended June 30, 2002.
RENTAL SALES. Total consolidated rental billings for the three-month
period ended June 30, 2002 amounted to $211,262 an increase of $4,248 over the
same period for 2001.
GROSS MARGIN. The consolidated gross profit margin for the three-months
ended June 30, 2002, was 44 percent.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These expenses as a percent
of net sales were approximately 53 percent for the three-months ended June 30,
2002.
INTEREST. Total interest expense for the three-months ended June 30, 2002
amounted to $31,202 of which $30,370 is reflected under "Cost of Rentals" and
the remainder of $832 is shown as a separate line item within "Other Income
(Expense)".
NET INCOME/LOSS. The net loss for the three-months ended June 30, 2002
amounted to $50,918 and the net loss for the comparable 2001 three-month period
was $48,551.
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: August 5, 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
10