SECURITIES AND EXCHANGE COMMISSION
Washington, CD 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, 1999
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
- ------------------------------ ------------------------------------
(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 September 30, 1999, the Registrant had 5,608,848 shares of Common Stock
outstanding and 127,839 shares of Class A Common Stock outstanding.
TECHNOLOGY GENERAL CORPORATION
INDEX
Page No.
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Part 1. Financial Information
Item 1. Consolidated Financial Statement (unaudited) 3
Consolidated Balance Sheet - September 30, 1999
Consolidated Statement of Operations
For the six months ended
September 30, 1999 and 1998 4
Consolidated Statement of Cash Flows
For the six months ended
September 30, 1999 and 1998 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 7 - 8
Signatures 9
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATATED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30,1999
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 675,990
Accounts receivable, net of allowance for doubtful
accounts of $5,000 448,639
Inventories 317,734
Deferred tax asset 12,000
Prepaid expenses and other current assets 81,349
-----------
Total current assets 1,535,712
PROPERTY, PLANT AND EQUIPMENT, net
2,233,333
OTHER ASSETS:
Deferred tax asset 269,000
Other 82,186
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Total other assets 351,186
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$ 4,120,231
===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 151,988
Accounts payable and accrued expenses 286,338
-----------
Total current liabilities 438,326
LONG - TERM DEBT:
Long-term obligations, net of current maturities 1,623,266
Reserve for contingency 394,000
Security deposits 74,316
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Total long - term debt 2,091,582
STOCKHOLDERS' EQUITY:
Common stock,$.001 par value, 1 vote per share,
authorized 30,000,000 shares,issued 5,611,228 shares,
outstanding 5,608,848 shares 5,572
Class A common stock,$.001 par value, .1 vote per share,
authorized 15,000,000 shares, issued and outstanding 127,839 shares 167
Additional paid-in-capital 2,399,083
Accumulated deficit (812,323)
-----------
1,592,499
Less treasury stock, at cost, 2,380 shares (2,176)
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Total stockholders' equity 1,590,323
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$ 4,120,231
===========
See accompanying notes to consolidated financial statements
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TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
September 30 September 30
------------ ------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
REVENUES:
Product sales $ 630,372 $ 689,869 $ 1,239,591 $ 1,260,490
Rentals 179,630 196,791 360,461 377,534
----------- ----------- ----------- -----------
810,002 886,660 1,600,052 1,638,024
COSTS AND EXPENSES:
Cost of product sales 379,915 432,999 748,092 817,268
Cost of rentals 82,899 71,858 181,850 184,285
Selling,general and administrative expenses 381,339 378,054 704,943 676,154
----------- ----------- ----------- -----------
844,153 882,911 1,634,885 1,677,707
----------- ----------- ----------- -----------
INCOME (LOSS) FROM OPERATIONS (34,151) 3,749 (34,833) (39,683)
OTHER INCOME (EXPENSE):
Interest expense (3,153) (1,573) (7,022) (2,396)
Interest and Dividend Income 9,055 508 15,570 8,397
Other 15,541 5,255 19,023 5,700
----------- ----------- ----------- -----------
21,443 4,190 27,571 11,701
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) ($ 12,708) $ 7,939 ($ 7,262) ($ 27,982)
=========== =========== =========== ===========
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, 1999 AND 1998
Increase (Decrease) in Cash and Cash Equivalents
Unaudited
Six Months Ended
September 30
------------
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income(loss) ($ 7,262) ($ 27,982)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 94,281 101,636
Changes in operating assets and liabilities:
(increase)in accounts receivable (68,625) (99,966)
(increase) decrease in inventories 47,158 124,671
(increase) decrease in prepaid assets and other current assets 11,156 9,534
(increase) decrease in other assets 9,021 6,651
(increase) decrease in accounts payable and accrued expenses (90,193) (68,337)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES (4,464) 46,207
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (158,896) (57,977)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (158,896) (57,977)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable 6,850 38,104
Principal payments on long-term debt (54,445) (36,322)
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (47,595) 1,782
--------- ---------
INCREASE IN CASH AND CASH EQUIVALENTS (210,955) (9,988)
CASH AND CASH EQUIVALENTS, beginning of period 886,945 804,090
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 675,990 $ 794,102
========= =========
See accompanying notes to consolidated financial statements
-5-
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. The memorandum stipulated that the Untied States Government (U.S.G.)
would receive $25,000 upon the execution of the settlement, $206,000 payable
over five years, and a balloon payment of $150,000 payable in five years. In
addition, the U.S.G. would receive 60 percent of the net rental income derived
from the property and 60 percent of the net proceeds from the sale of the
property. The Company has requested a re-negotiation of the settlement terms.
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 severe zoning changes following the cleanup phase. As
of September 30, 1999, the Company's expenditures to accommodate code changes in
order to permit re-occupancy of the premises were approximately $200,000. At
September 30, 1999, this counter-proposal was being evaluated by the U.S.G. 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 to meet its obligation
resulting from the ultimate resolution.
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 litigation is now in the discovery process, and the ultimate outcome of such
litigation cannot be determined at the present time. 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 to meet its obligation resulting from the ultimate
resolution.
At September 30, 1999, the Company has accrued $444,000 which
management believes will be sufficient to satisfy any liabilities which may
result in connection with the settlement of the above mentioned matters.
In addition to the above, the Company is party to various lawsuits and
claims arising in the ordinary course of business. While the ultimate effects of
such litigation cannot be determined at the present time, it is management's
opinion, based on the advice of legal counsel, that any liabilities which may
result from these actions would not have a material effect on the Company's
ability to operate.
YEAR 2000 COMPLIANCE
The Company has incurred costs of approximately $75,000 towards the purchase of
hardware, software, installation and the training of personnel. The new system
was fully operational by October 1999.
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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, 1999, Technology General
Corporation and subsidiary had consolidated revenues of $1,600,052 and a net
loss of $7,262. 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.
The Eclipse and Clawson Divisions operate in combination with each
other and total sales for the six-month period amounted to $514,640 and $227,985
respectively for a total of $742,625. The comparable sales for the six-month
period ending September 30, 1998 were $564,140 for Eclipse and $181,885 for
Clawson for a total of $746,025. The 1999 six-month combined sales decreased
$3,400 compared to the 1998 six-month total.
Clawson Machine's ice crushing products featuring the patented "Plus
Crusher* are used in conjunction with major ice cube machines, primarily
Scotsman, Manitowoc, Crystal Tips and Ice-O-Matic. This system provides an
in-line means to intercept the flow of ice cubes in order to process them into
crushed ice during each ice cube harvest cycle. This device, which is installed
as an integral part of each ice cube machine, is used predominately by hotels
and restaurants where large volumes of crushed ice are required.
Clawson Machine has received recognition form the National Sanitation
Foundation (N.S.F.) for improvements of its various machines used primarily for
crushing ice applicable to hotels and restaurants. N.S.F. approval is becoming a
mandatory requirement throughout various parts of the country for machines used
in the processing of foods and liquids to assure maintenance of sanitary
conditions. Clawson is one of a few manufacturers in its category who has been
awarded this distinction.
Elcipse System's sales for the six-months ended September 30, 1999,
decreased $49,499 from the comparable period for 1998. Management expects sales
to increase as a result of the introduction of a new line of industrial mixers.
The division has recently designed and developed a special line of chemical
mixers, which are expected to generate increased sales in the air-driven mixer
market.
The Precision Metalform Division reported sales for the six-months
ended September 30, 1999 and 1998 of $496,966 and $514,465 respectively.
Management anticipates that sales for the balance of the year are expected to
increase in the writing instrument 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 107,000 square
foot building to five (5) industrial tenants. Total rental revenue for the
six-months ended September 30, 1999 amounted to $276,110, a decrease of $392
compared to the six-months ended September 30, 1998. 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 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, 1999 totaled $13,080
compared to $25,929 for the comparable 1998 period, a decrease of $12,849.
7
LIQUIDITY
As of September 30, 1999 current assets amounted to $1,535,712 and
current liabilities totaled $438,326, reflecting a working capital of $1,097,386
and a current ratio of 3.50 to 1. There was a negative cash flow of $210,955 for
the current six-month period due to the purchase of building improvements and
equipment in the amount of $158,896.
RESULTS OF OPERATIONS
PRODUCT SALES. Technology General Corporations' manufacturing segment
generated sales of $1,239,591 for the six-month period ended September 30, 1999.
RENTAL SALES. Total consolidated rental billings for the six-month
period ended September 30, 1999 amounted to $360,461, a decrease of $17,073 over
the same period for 1998.
GROSS MARGIN. The consolidated gross profit margin for the six-months
ended September 30, 1999, was 42 percent.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These expenses as a
percent of net sales were approximately 44 percent for the six-months ended
September 30, 1999.
INTEREST. Total Interest Expense for the six-months ended September 30,
1999 amounted to $72,521 of which $65,499 is reflected under "Cost of Rentals"
and the remainder of $7,022 is shown as a separate line item within "Other
Income (Expense)".
NET INCOME/LOSS. The net loss for the six-months ended September 30,
1999 amounted to $7,262 and the net loss for the comparable 1998 six-month
period was $27,982.
8
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 9, 1999 TECHNOLOGY GENERAL CORPORATION
BY: /s/ Charles J. Fletcher
-----------------------------------
Charles J. Fletcher
President, Chief Executive Officer
Chairman of the Board
BY: /s/ Helen S. Fletcher
------------------------------------
Helen S. Fletcher
Secretary/Treasurer
9