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 DECEMBER 31,1998
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, 1998, the Registrant had 5,521,448 shares of Common Stock
outstanding and 126,839 shares of Class A Common Stock outstanding.
-1-
TECHNOLOGY GENERAL CORPORATION
INDEX
PAGE NO.
--------
Part 1. Financial Information
Item 1. Consolidated Financial Statement (unaudited) 3
Consolidated Balance Sheet - December 31, 1998
Consolidated Statement of Operations
For the nine months ended
December 31, 1998 and 1997 4
Consolidated Statement of Cash Flows
For the nine months ended
December 31, 1998 and 1997 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
-2-
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATATED BALANCE SHEET
(UNAUDITED)
DECEMBER 31, 1998
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $804,092
Accounts receivable, net of allowance for doubtful
accounts of $5,000 338,193
Inventories 258,194
Deferred tax asset 21,000
Prepaid expenses and other current assets 23,253
----------
Total current assets 1,444,732
PROPERTY, PLANT AND EQUIPMENT, less accumulated
depreciation and amortization of $4,030,565 2,153,541
OTHER ASSETS:
Deferred tax asset 334,000
Other 84,381
----------
Total other assets 418,381
----------
$4,016,654
----------
----------
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $65,360
Accounts payable and accrued expenses 249,287
----------
Total current liabilities 314,647
LONG - TERM DEBT:
Long-term obligations, net of current maturities 1,544,083
Reserve for contingency 600,000
Security deposits 74,316
----------
Total long - term debt 2,218,399
STOCKHOLDERS' EQUITY:
Common stock,$.001 par value, 1 vote per share,
authorized 30,000,000 shares,issued 5,490,228 shares,
outstanding 5,489,448 shares 5,572
Class A common stock,$.001 par value, .1 vote per share,
authorized 15,000,000 shares, issued and outstanding 158,839 shares 167
Additional paid-in-capital 2,399,083
Accumulated deficit (920,974)
----------
1,483,848
Less treasury stock, at cost, 780 shares (240)
----------
Total stockholders' equity 1,483,608
----------
$4,016,654
----------
----------
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,
------------------- -------------------
1998 1997 1998 1997
---- ---- ---- ----
REVENUES:
Product sales $516,872 $617,120 $1,777,362 $1,806,212
Rentals 185,571 187,777 563,105 512,255
--------- --------- ---------- ----------
702,443 804,897 2,340,467 2,318,467
COSTS AND EXPENSES:
Cost of product sales 328,645 397,073 1,145,913 1,162,854
Cost of rentals 91,059 112,016 275,344 278,919
Selling, general and administrative expense 321,124 323,076 997,278 921,142
--------- --------- ---------- ----------
740,828 832,165 2,418,535 2,362,915
--------- --------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS (38,385) (27,268) (78,068) (44,448)
OTHER INCOME (EXPENSE):
Interest expense (1,800) (10,756) (4,196) (17,509)
Interest Income (4,294) 4,103)
Other 16,824 79,664 22,524 85,533
--------- --------- ---------- ----------
10,730 68,908 22,431 68,024
--------- --------- ---------- ----------
NET EARNINGS (LOSS) ($27,655) $41,640 $ ( 55,637) $ 23,576
--------- --------- ---------- ----------
--------- --------- ---------- ----------
See accompanying notes to consolidated financial statememts.
-4-
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended December 31, 1998 and 1997
Increase (Decrease) in Cash and Cash Equivalents
NINE MONTHS ENDED
DECEMBER 31,
----------------------
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income(loss) ($55,637) $23,576
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 147,842 163,045
Increase (decrease) in cash attributable to changes in
operating assets and liabilities:
Accounts receivable 15,419 (41,901)
Inventories 110,305 126,627
Prepaid expenses and other current assets 59,548 45,771
Other assets 10,443 25,606
Accounts payable and accrued expenses (139,018) (109,654)
Security deposits 0 18,808
-------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 148,902 251,878
-------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (135,943) (253,357)
Receipts from cash collateral account for letters of credit 78,160
-------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES (135,943) (175,197)
-------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds form issuance of long-term debt 38,430 1,600,000
Principal payments on long-term debt (51,387) (1,200,253)
-------------- ---------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (12,957) 399,747
-------------- ---------------
INCREASE IN CASH AND CASH EQUIVALENTS 2 476,428
CASH AND CASH EQUIVALENTS, beginning of period 804,090 285,361
-------------- ---------------
CASH AND CASH EQUIVALENTS, end of period $804,092 $761,789
-------------- ---------------
-------------- ---------------
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 December 31, 1998, the Company's expenditures to accommodate code changes in
order to permit re-occupancy of the premises were approximately $200,000 and
this counter-proposal was being evaluated.
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
it pertains to the Super Fund.
As of July, 1997, the D.E.P. claims to have 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.
OTHER LEGAL MATTERS
The Company is a party to a litigation in which a judgement was awarded
against a predecessor of the Company for approximately $170,000 (as of October
of 1996) plus continuing fines, interest, and penalties as permitted by the
Rhode Island Court. Management believes that this judgment is non-recoverable
since the predecessor corporation is no longer in existence and intends to
vigorously defend itself in this matter.
At December 31, 1998, the Company has accrued $625,000 which it
believes will be sufficient to satisfy any liabilities which may occur in
connection with the settlement of the above mentioned litigations.
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 a litigation cannot be determined at present, 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.
-6-
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
For the nine-month period ended December 31, 1998, Technology General
Corporation and subsidiary had consolidated revenues of $2,340,467 and a net
loss of $55,637. 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 with rental revenues totaling $112,657
and $106,024 for 1998 and 1997 respectively.
The Eclipse and Clawson Divisions operate in combination with each
other, and total sales for the nine month period amounted to $805,827 and
$276,463 respectively, for a total of $1,082,290. The comparable sales for the
nine months ended December 31,1997 were $865,555 for Eclipse and $225,940 for
Clawson for a total of $1,091,495, a combined decrease in sales of $9,205 in
1998.
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 from 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 nine months ended December 31, 1998,
decreased $59,728 from the comparable period for 1997. Management expects sales
to gradually 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 nine months
ended December 31, 1998 and 1997 of $695,072 and $714,716 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 nine
months ended December 31,1998 amounted to $416,059, an increase of $48,194
compared to the nine months ended December 31, 1997.
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 nine month period ended December 31, 1998 totaled $34,389
compared to $38,365 for the comparable 1997 period, a decrease of $3,976.
YEAR 2000 COMPLIANCE
The Company anticipates year 2000 compliance expenditures to be
approximately $60,000, which includes necessary hardware, software, installation
and training of personnel.
-7-
LIQUIDITY
As of December 31, 1998, current assets amounted to $1,444,732 and
current liabilities totaled $314,647, reflecting a working capital of $1,130,085
and a current ratio of 4.59 to 1. The cash flow for the current nine month
period remained fairly constant with minimum change in cash and cash equivalents
from the beginning of the period.
RESULTS OF OPERATIONS
PRODUCT SALES. Technology General Corporations' manufacturing segment
generated sales of $1,777,362 for the nine month period ended December 31, 1998.
RENTAL SALES. Total consolidated rental billings for the nine month
period ended December 31, 1998 amounted to $563,105, an increase of $50,850 over
the same period for 1997.
GROSS MARGIN. The consolidated gross profit margin for the nine months
ended December 31,1998, was 39 percent.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These expenses as a
percent of net sales were approximately 43 percent for the nine months ended
December 31, 1998.
INTEREST. Total Interest Expense for the nine months ended December 31,
1998 amounted to $104,382 of which $100,186 is reflected under "Cost of Rentals"
and the remainder of $4,196 is shown as a separate line item within "Other
Income (Expense)".
NET INCOME/LOSS. The net loss for the nine months ended December
31, 1998 amounted to $55,637, a decrease of $79,213 over the comparable nine
month period in 1997.
-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: February 9, 1999 TECHNOLOGY GENERAL CORPORATION
BY:
-----------------------------------
Charles J. Fletcher
President, Chief Executive Officer
Chairman of the Board
BY:
-----------------------------------
Helen S. Fletcher
Secretary/Treasurer
-9-