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 SEPTEMBER 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
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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 September 30, 2002, the Registrant had 5,811,912 shares
of Common Stock outstanding and 131,839 shares of Class A Common Stock
outstanding.
1
TECHNOLOGY GENERAL CORPORATION
INDEX
PAGE NO.
Part 1. Financial Information
Item 1. Consolidated Financial Statement (unaudited)
Consolidated Balance Sheet - September 30, 2002 3
Consolidated Statement of Operations
For the six months ended
September 30, 2002 and 2001 4
Consolidated Statement of Cash Flows
For the six months ended
September 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 7-10
Signatures 11
2
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30, 2002
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $199,201
Accounts receivable, net of allowance for doubtful
accounts of $5,700 252,417
Inventories 263,490
Prepaid expenses and other current assets 3,246
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Total current assets 718,354
PROPERTY, PLANT AND EQUIPMENT, net 1,893,057
OTHER ASSETS, NET 57,211
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----------
$2,668,622
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 66,120
Accounts payable and accrued expenses 486,471
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Total current liabilities 552,591
LONG - TERM DEBT:
Long-term obligations, net of current maturities 1,395,097
Reserve for contingency 500,000
Security deposits 68,862
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Total long - term debt 1,963,959
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value
authorized 30,000,000 shares, issued 5,886,228 shares,
outstanding 5,811,912 shares 5,886
Class A common stock, $.001 par value, 1/10th 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 (2,265,239)
----------
161,903
Less treasury stock, at cost, 74,316 (9,831)
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Total stockholders' equity 152,072
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$2,668,622
==========
See accompanying notes to consolidated financial statements
3
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
September 30 September 30
------------------ ------------------
2002 2001 2002 2001
REVENUES:
Product sales $352,834 $358,597 $788,995 $795,905
Rentals 203,476 207,571 414,738 414,585
--------- -------- -------- ---------
556,310 566,168 1,203,733 1,210,490
COSTS AND EXPENSES:
Cost of product sales 206,187 211,651 457,695 472,020
Cost of rentals 100,719 99,934 209,280 209,092
Selling, general and
administrative expenses 332,090 155,090 677,333 486,088
-------- -------- -------- --------
638,996 466,675 1,344,308 1,167,200
-------- -------- --------- ---------
INCOME (LOSS) FROM
OPERATIONS (82,686) 99,493 (140,575) 43,290
OTHER INCOME (EXPENSE):
Interest expense (106) (2,963) (938) (3,058)
Interest and Dividend
Income 413 2,351 1,036 5,897
Other (5,420) 1,552 2,000 5,993
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(5,113) 940 2,098 8,832
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NET INCOME (LOSS)
BEFORE INCOME TAXES (87,799) 100,433 (138,477) 52,122
INCOME TAXES - - 240 240
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$(87,799) $100,433 $(138,717) $51,882
======== ======= ======== ========
See Accompanying notes to consolidated financial statements
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TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
Six Months Ended
September 30
2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (138,717) $51,882
Adjustments to reconcile net loss
to net cash provided by
(used in) operating activities:
Depreciation and amortization 79,012 105,117
Increase (decrease) in cash attributable to
changes in operating assets and liabilities:
Accounts receivable 41,806 38,810
Inventories 9,334 (7,341)
Prepaid expenses and other current assets 20,203 (2,449)
Other assets 143 16,684
Accounts payable and accrued expenses (9,230) (189,487)
Security deposits - -
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NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 2,551 13,216
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NET CASH USED IN INVESTING ACTIVITIES:
Purchases of property, plant,
and equipment (8,994) (4,333)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (25,916) (39,650)
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INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (32,359) (30,767)
CASH AND CASH EQUIVALENTS,
beginning of period 231,560 368,910
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CASH AND CASH EQUIVALENTS, end of period $199,201 $338,143
======== ========
See accompanying notes to consolidated financial statements
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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 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 $60,000
each, for a total of $120,000 upon execution of the settlement, $500,000
payable over five years, and 100% of the proceeds from the sale of the
Superfund site property. 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.
At September 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 six-month period ended September 30, 2002, Technology
General Corporation and subsidiary had consolidated revenues of $1,203,733
and net loss of $138,717. 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 designs
will ensure future 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.
The Precision Metalform Division provides its products primarily to
domestic companies engaged in the manufacture of writing instruments
and/or cosmetics closures. Precision Metalform's marketing strategies
include the placement of selected ads in technical journals and/or the
Thomas Register and is generally know through information provided by
the Writing Instruments Association.
Precision Metalform is considered one of the major manufacturers
of metal writing instrument components in the United States. Their
primary products consist of caps, barrels and refill tubes that make
up the primary components of writing instruments assemblies. Cosmetic
closures are directly provided to the cosmetic companies that manufacture
a variety of products requiring metal closures.
Precision Metalform's facilities include special operations, which
create unique designs on both writing instrument components and cosmetic
closures, which generally are made to customer specifications.
Precision Metalform engages two agents, on a commission selling
basis, who represent the division in specified areas throughout the
United States.
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The Eclipse and Clawson Divisions operate in combination with each
other, and total sales for the six-month period amounted to $316,664
and $231,961 respectively, for a total of $548,625. The comparable sales
for the six-month period ending September 30, 2001 were $280,797 for
Eclipse and $252,106 for Clawson for a total of $532,903. The 2002 six-month
combined sales increased $15,722 compared to the 2001 six-month total.
The current increase in Eclipse sales of $35,867 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 six-months
ended September 30, 2002 and 2001 of $240,371 and $263,002 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.
The company has recently removed five (5) underground fuel oil storage
tanks from its property in accordance with NJ Department of Environmental
Protection technical standards and administrative codes. Total costs for this
project approximated $115,000. This remedial action undertaken by the Company
in removing the tanks is expected to enhance the value of the site.
Total rental revenue for the six-months ended September 30, 2002
amounted to $308,871, a decrease of $7,657 compared to the six-months
ended September 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 six-month period
ended September 30, 2002, totaled $31,456 compared to $25,368 for the
comparable 2001 period, an increase of $6,088.
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LIQUIDITY
As of September 30, 2002, current assets amounted to $718,354
and current liabilities totaled $552,591, reflecting a working capital
of $165,763 and a current ratio of 1.3 to 1. There was a negative cash
flow of $32,359 for the current six-month period due to the net loss
of $138,717.
RESULTS OF OPERATIONS
PRODUCT SALES. Technology General Corporation's manufacturing
segment generated sales of $788,995 for the six-month period
ended September 30, 2002.
RENTAL SALES. Total consolidated rental billings for the
six-month period ended September 30, 2002 amounted to $414,738
an increase of $4,248 over the same period for 2001.
GROSS MARGIN. The consolidated gross profit margin for the
six-months ended September 30, 2002, was 45 percent.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These expenses
as a percent of net sales were approximately 56 percent for the
six-months ended September 30, 2002.
INTEREST. Total interest expense for the six-months ended
September 30, 2002 amounted to $61,517 of which $60,579 is reflected
under "Cost of Rentals" and the remainder of $938 is shown as a
separate line item within "Other Income (Expense)".
NET INCOME/LOSS. The net loss for the six-months ended
September 30, 2002 amounted to $138,717 and the net income for the
comparable 2001 six-month period was $51,882.
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: November 12, 2002 TECHNOLOGY GENERAL CORPORATION
BY:./s/ Charles J. Fletcher
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Charles J. Fletcher
President, Chief Executive Officer
Chairman of the Board
BY:./s/ Helen S. Fletcher
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Helen S. Fletcher
Secretary/Treasurer
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