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, 2003
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, 2003, 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, 2003 3
Consolidated Statement of Operations
For the three months ended
June 30, 2003, and 2002 4
Consolidated Statement of Cash Flows
For the three months ended
June 30, 2003 and 2002 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, 2003
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $146,389
Accounts receivable, net of allowance for doubtful
accounts of $5,700 276,374
Inventories 304,639
Prepaid expenses and other current assets 23,053
----------
Total current assets 750,455
PROPERTY, PLANT AND EQUIPMENT, net 1,829,736
OTHER ASSETS, NET 49,830
----------
$2,630,021
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 126,228
Accounts payable and accrued expenses 348,044
----------
Total current liabilities 474,272
LONG - TERM DEBT:
Long-term obligations, net of current maturities 1,524,804
Reserve for contingency 440,000
Security deposits 74,213
----------
Total long - term debt 2,039,017
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 (2,300,579)
-----------
126,563
Less treasury stock, at cost, 74,316 shares (9,831)
-----------
Total stockholders' equity 116,732
-----------
$2,630,021
============
See accompanying notes to consolidated financial statements
3
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)
2003 2002
==== ====
REVENUES:
Product sales $282,521 $436,161
Rentals 215,332 211,262
-------- --------
497,853 647,423
COSTS AND EXPENSES:
Cost of product sales 168,900 251,508
Cost of rentals 109,081 108,561
Selling, general and
administrative expenses 283,321 345,243
-------- --------
561,302 705,312
-------- --------
(LOSS) FROM
OPERATIONS (63,449) (57,889)
OTHER INCOME (EXPENSE):
Interest expense (1,294) (832)
Interest and Dividend
Income 339 623
Other (382) 7,420
------- -------
(1,337) 7,211
-------- -------
LOSS BEFORE INCOME TAXES (64,786) (50,678)
INCOME TAXES - 240
-------- -------
NET (LOSS) ($64,786) ($50,918)
========= ========
See accompanying notes to consolidated financial statements
4
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2003 AND 2002
(Unaudited)
2003 2002
------ ------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($64,786) ($50,918)
Adjustment to reconcile net loss
to net cash provided by
(used in) operating activities:
Depreciation and amortization 30,195 41,827
Increase (decrease) in cash attributable to
changes in operating assets and liabilities:
Accounts receivable 36,917 36,162
Inventories (22,707) (16,692)
Prepaid expenses and other current
assets (1,569) 9,927
Other assets (379) -
Accounts payable and accrued expenses 12,504 (19,060)
------- -------
NET CASH PROVIDED BY (USED IN)OPERATING
ACTIVITIES (9,825) 1,246
------- -------
NET CASH USED IN INVESTING ACTIVITIES:
Purchases of property, plant,
and equipment - (84)
------- --------
- (84)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (77,427) (9,260)
Increase in long-term debt 60,000 -
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (17,427) (9,260)
-------- --------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (27,252) (8,098)
CASH AND CASH EQUIVALENTS,
beginning of period 173,641 231,560
------- -------
CASH AND CASH EQUIVALENTS, end of period $146,389 $223,462
======== ========
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 $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 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
pending purchase agreements for three of its real estate parcels at the above
mentioned site. The company is waiting for EPA/DEP approval of the sale price
before completion of the terms of sale. 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 June 30, 2003, the Company has accrued $540,000, $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.
6
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the three-month period ended June 30, 2003, Technology
General Corporation and subsidiary had consolidated revenues of $497,853
and net loss of $64,786. 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 $81,865 and $69,669
respectively, for a total of $151,534. The comparable sales for the three-month
period ending June 30, 2002 were $210,761 for Eclipse and $108,600 for Clawson
for a total of $319,361. The 2003 three-month combined sales decreased $167,827
compared to the 2002 three-month total.
The Precision Metalform Division reported sales for the three-months ended
June 30, 2003 and 2002 of $130,988 and $116,800 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, 2003 amounted to $164,250, an
increase of $13,857 compared to the three-months ended June 30, 2002. 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, 2003,
totaled $15,728 compared to $15,664 for the comparable 2002 period, an
increase of $64.
8
LIQUIDITY
As of June 30, 2003, current assets amounted to $750,455 and current
liabilities totaled $474,272, reflecting a working capital of $276,183 and a
current ratio of 1.58 to 1. There was a negative cash flow of $27,252 for the
current three-month period due to the net loss of $64,786.
RESULTS OF OPERATIONS
PRODUCT SALES. Technology General Corporation's manufacturing Segment
generated sales of $282,521 for the three-month period ended June 30, 2003.
RENTAL SALES. Total consolidated rental billings for the three-month
period ended June 30, 2003 amounted to $215,332 an increase of $4,070 over the
same period for 2002.
GROSS MARGIN. The consolidated gross profit margin for the three-months
ended June 30, 2003, was 44 percent.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These expenses as a percent
of net sales were approximately 57 percent for the three-months ended June 30,
2003.
INTEREST. Total interest expense for the three-months ended June 30, 2003
amounted to $30,634 of which $29,340 is reflected under "Cost of Rentals" and
the remainder of $1,294 is shown as a separate line item within "Other Income
(Expense)".
NET INCOME/LOSS. The net loss for the three-months ended June 30, 2003
amounted to $64,786 and the net loss for the comparable 2002 three-month period
was $50,918.
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 12, 2003 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