UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-3056
TRIDAN CORP.
(Exact name of registrant as specified in charter)
477 Madison Avenue, New York, NY 10022
(Address of principal executive offices)
I. Robert Harris, c/o Kantor, Davidoff, Wolfe, Mandelker & Kass, P.C.
51 East 42nd Street, New York, NY 10017
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 371-2100
Date of fiscal year end: April 30, 2006
Date of reporting period: April 30, 2006
Item 1. Reports to Stockholders.
Attached on the following pages is a copy of the registrant's annual
report as of April 30, 2006 transmitted to stockholders.
TRIDAN CORP.
- --------------------------------------------------------------------------------
261 West 35th Street, 16th Floor, New York, N.Y. 10001
(212) 239-0515
ANNUAL REPORT
June 1, 2006
Dear Shareholder:
I am pleased to provide this annual report of Tridan Corp. for the fiscal
year ended April 30, 2006, including the enclosed audited financial report for
that period and for the corresponding period in 2005. Also enclosed are the
notice of meeting and proxy statement for this year's annual shareholders
meeting on June 20, 2006, and the company's privacy policy.
A schedule of the company's portfolio holdings at April 30, 2006,
consisting entirely of municipal obligations, is included in the financial
report. The company invests exclusively in non-voting securities. The company
files its complete schedule of portfolio holdings with the Securities and
Exchange Commission for the first and third quarters of each fiscal year on Form
N-Q. The company's Forms N-Q are available on the Commission's website at
http://www.sec.gov. They may be reviewed and copied at the Commission's Public
Reference Room in Washington D.C., and information on the operation of the
Public Reference Room may be obtained by calling 1-800-SEC-0330.
The net asset value per share at April 30, 2006 was $12.04, compared with
$12.51 at April 30, 2005. Net investment income per share was $.43 for the year
ended April 30, 2006, compared with $.43 for the year ended April 30, 2005.
Distributions to shareholders amounted to $.47 per share for fiscal 2006,
compared to $.48 for fiscal 2005.
At the company's last annual meeting on June 21, 2005, the reappointment
of Leslie Sufrin & Company, P.C. (which has since merged into and become a part
of Weiser LLP) as the company's auditors for the fiscal year ending April 30,
2006 was ratified by the shareholders as follows:
Shares Voted For 2,809,123.4006
Shares Voted Against None
Shares Abstaining 77,333.3333
TRIDAN CORP.
June 1, 2006
Page - 2 -
Also at the last annual meeting, the incumbent directors, all of whom are
named below, were all reelected to serve as directors until the next annual
meeting of shareholders, or until their successors are elected and have
qualified.
Shares Voted For Shares Withheld
---------------- ---------------
Mark Goodman 2,886,456.7339 None
Peter Goodman 2,886,456.7339 None
Paul Kramer 2,886,456.7339 None
Jay S. Negin 2,886,456.7339 None
Warren F. Pelton 2,886,456.7339 None
Russell J. Stoever 2,886.456.7339 None
The following Tables A and B set forth information concerning the
directors, and Table C sets forth information concerning non-director officers
of the company. The Table A directors (Mark Goodman, Peter Goodman and Warren
Pelton) are "interested persons" as defined in Section 2(a)19 of the Investment
Company Act of 1940, and the Table B directors (Messrs. Kramer, Negin and
Stoever) are not. Peter Goodman is an "interested person" because he is an
officer and holder of more than 5% of the shares of the company, Mark Goodman
because he is Peter Goodman's son, and Warren Pelton because he is an officer of
the company.
Table A
-------
Principal
Occupations Number of Other
Name, Address Positions in Director During Past Portfolios Directorships
and Age Tridan Corp. Since 5-years Overseen Held
- --------------------- ------------ -------- -------------- ---------- ---------------
Interested Persons:
Mark Goodman Director 1999 Pianist and Teacher 1 None
(Son of Peter Goodman)
312 La Grange Street
West Roxbury, MA 02132
Age 52
Peter Goodman Director and 1980 President, Tridan 1 None
65 Wendover Road President Corp.
Rye, NY 10580
Age 80
Warren Fred Pelton Director, Vice- 1988 Director of 1 None
6079 Fairway Court President and Development,
Naples, FL 34110 Treasurer International
Age 68 College until 2001;
Consultant
TRIDAN CORP.
June 1, 2006
Page - 3 -
Table B
-------
Principal
Occupations Number of Other
Name, Address Positions in Director During Past Portfolios Directorships
and Age Tridan Corp. Since 5-years Overseen Held
- --------------------- ------------ -------- -------------- ---------- ---------------
Disinterested Persons:
Paul Kramer Director and 2004 Partner, Kramer 1 Juniper
17 Huntley Road Audit Committee Chairman Love & Cutler Partners
Holmdel, NJ 07733 (certified public Acquisition
Age 74 accountant) Corp.
Jay Stanley Negin Director and 1985 Investor 1 None
6 Demarest Court Audit Committee Member
Englewood Cliffs, NJ 07632
Age 75
Russell Jude Stoever Director and 1995 Vice-President, 1 None
15 Rockleigh Road Audit Committee Member Stoever Glass &
Rockleigh, NJ 07647 Co., Inc.
Age 61 (a registered
broker-dealer)
Table C
-------
Principal
Occupations Number of Other
Name, Address Positions in During Past Portfolios Directorships
and Age Tridan Corp. 5-years Overseen Held
- --------------------- ------------ -------------- ---------- ---------------
Non-director Officers:
I. Robert Harris Secretary and Attorney None None
51 East 42nd Street Chief Compliance
Suite 1700 Officer
New York, NY 10017
Age 74
TRIDAN CORP.
June 1, 2006
Page - 4 -
No director or officer received any compensation from the company during
the last fiscal year, except for fees of $12,000 paid to each director, plus an
additional $2,500 to Paul Kramer as chairman of the audit committee. All
executive officers of the company as a group (two persons) received compensation
(comprised solely of said directors' fees) aggregating $24,000 during fiscal
2006 (which excludes professional fees paid to the law firm of which I. Robert
Harris, secretary of the company, is a member).
Additional information about directors is available without charge, upon
the request of any shareholder by telephoning the company's secretary, I. Robert
Harris, collect at 212-682-8383, extension 39.
Sincerely
TRIDAN CORP.
Peter Goodman, President
Tridan Corp.
Financial Statements
April 30, 2006 and 2005
Tridan Corp.
Contents
April 30, 2006 and 2005
- --------------------------------------------------------------------------------
Page(s)
Report of Independent Registered Public Accounting Firm .................. 1
Report of Independent Registered Public Accounting Firm .................. 2
Financial Statements
Statements of Assets and Liabilities
April 30, 2006 and 2005 ................................................ 3
Schedules of Investments in Municipal Obligations
April 30, 2006 and 2005 ................................................ 4-7
Statements of Operations
Years Ended April 30, 2006 and 2005 .................................... 8
Statements of Changes in Net Assets
Years Ended April 30, 2006, 2005 and 2004 .............................. 9
Notes to Financial Statements............................................. 10-14
[LETTERHEAD OF WEISER LLP]
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Tridan Corp.
We have audited the accompanying statement of assets and liabilities of Tridan
Corp. (the "Company"), including the schedule of investments in municipal
obligations, as of April 30, 2006, and the related statements of operations and
changes in net assets for the year then ended and the financial highlights (Note
7) for the year then ended. These financial statements and financial highlights
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned, as of April 30, 2006, by correspondence with the custodian. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of
Tridan Corp. as of April 30, 2006, and the results of its operations, changes in
net assets and financial highlights for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.
/s/ Weiser LLP
New York, NY
May 22, 2006
1
[LETTERHEAD OF LESLIE SUFRIN AND COMPANY, P.C.]
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Tridan Corp.
We have audited the accompanying statements of assets and liabilities of Tridan
Corp. (the "Company"), including the schedules of investments in municipal
obligations, as of April 30, 2005, and the related statements of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period then ended and the financial highlights (Note 7) for each of
the four years in the period then ended. These financial statements and
financial highlights are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned, as of April 30, 2005, by direct correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements and the financial highlights, referred
to above, present fairly, in all material respects, the financial position of
Tridan Corp. as of April 30, 2005, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each of the four years in the
period then ended, in conformity with accounting principles generally accepted
in the United States of America.
/s/ Leslie Sufrin and Company, P.C.
New York, NY
May 19, 2005
2
Tridan Corp.
Statements of Assets and Liabilities
April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
-------------- --------------
Assets
Investments in municipal obligations, at fair value
(original cost - $35,833,418 and $36,106,692, respectively)
(amortized cost - $35,072,837 and $35,418,602, respectively) $ 35,655,280 $ 37,494,046
Cash and cash equivalents (Note 2) 1,426,425 1,071,382
Accrued interest receivable 520,846 560,590
Prepaid insurance -- 5,000
-------------- --------------
Total assets 37,602,551 39,131,018
-------------- --------------
Liabilities
Accounts payable and accrued liabilities (Note 3):
Accrued investment advisory fees 26,000 27,000
Accrued fees - affiliate 23,225 20,551
Accrued other 41,439 55,895
-------------- --------------
Total liabilities 90,664 103,446
-------------- --------------
Net assets $ 37,511,887 $ 39,027,572
============== ==============
Analysis of net assets
Common stock, at $.02 par value, 6,000,000 shares authorized $ 63,982 $ 63,982
Paid-in capital 36,832,199 36,873,475
Distributable earnings
Over distributed net investment income (35,077) (50,226)
Undistributed capital gains 68,340 64,897
Unrealized appreciation of investments, net 582,443 2,075,444
-------------- --------------
Net assets [equivalent to $12.04 and $12.51 per share, respectively,
based on 3,115,211.4513 shares and 3,118,570.7018 shares of
common stock outstanding, respectively (Note 5)] $ 37,511,887 $ 39,027,572
============== ==============
The accompanying notes are an integral part of these financial statements.
3
Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
----------------------------------------- --------------------------------------
Principal Amortized Fair Principal Amortized Fair
Amount Cost Value Amount Cost Value
----------- ------------ ------------ ----------- ----------- -----------
Revenue Backed
Metropolitan Transportation Authority
NY Service Contract Commuter Facilities
(Escrowed to Maturity)
5.75% due July 1, 2008 $ -- $ -- $ -- $ 1,000,000 $ 987,788 $ 1,086,640
Nassau County Interim Finance Authority
NY Sales Tax Secured
(Pre-Refunded to November 15, 2010@100)
5.75% due November 15, 2013 1,100,000 1,127,175 1,195,700 1,100,000 1,131,934 1,247,697
N.Y.C. Municipal Water Finance Authority
NY Wtr & Swr Sys Rev
(Escrowed to Maturity)
6.0% due June 15, 2009 2,000,000 2,078,029 2,137,180 2,000,000 2,100,114 2,234,620
N.Y.S. Dormitory Authority Rev
Columbia University
5.0% due July 1, 2010 1,000,000 1,045,029 1,047,620 1,000,000 1,051,939 1,086,450
N.Y.S. Dormitory Authority Rev
Cons City Univ Genl Sys 2nd Ser
5.75 due July 1, 2013 215,000 241,650 232,671 215,000 245,006 242,393
N.Y.S. Dormitory Authority Revs Ref
(Mandatory Put May 15, 2012 @100)
5.25% due November 15, 2023 1,400,000 1,527,685 1,487,570 1,400,000 1,533,186 1,537,788
N.Y.S. Dormitory Authority Rev
State Personal Income Tax Ed
5.5% due March 15, 2011 1,000,000 1,072,797 1,077,140 1,000,000 1,086,502 1,114,690
N.Y.S. Dormitory Authority Revs
State Univ Educ Facils of New York Rev
(Escrowed to Maturity)
7.5% due May 15, 2011 315,000 311,623 347,536 395,000 390,151 448,965
N.Y.S. Dormitory Authority Revs
State Univ Educ Facils of New York
(Escrowed to Maturity)
7.5% due May 15, 2011 195,000 192,910 215,141 195,000 192,606 229,938
New York Environmental Facilities Corp
Pollution Control Rev State Water NYC 02
5.75% due June 15, 2008 25,000 25,342 26,085 25,000 25,482 27,114
New York Environmental Facilities Corp
Pollution Control Rev State Wtr Revolv Fd
5.2% due May 15, 2014 575,000 629,987 621,179 575,000 636,059 649,647
Niagara Falls Bridge Commission
NY Toll Rev Highway Impts
5.25% due October 1, 2015 2,000,000 2,103,939 2,152,540 2,000,000 2,109,960 2,233,720
The accompanying notes are an integral part of these financial statements.
4
Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
----------------------------------------- --------------------------------------
Principal Amortized Fair Principal Amortized Fair
Amount Cost Value Amount Cost Value
----------- ------------ ------------ ----------- ----------- -----------
Revenue Backed (continued)
Power Authority of the State of New York
General Purpose Ref
(Escrowed to Maturity)
6.5% due January 1, 2008 $ -- $ -- $ -- $ 1,675,000 $ 1,694,504 $ 1,758,985
Triborough Bridge & Tunnel Authority NY
General Purpose Revs
(Escrowed to Maturity)
5.5% due January 1, 2017 1,000,000 1,019,630 1,092,860 1,000,000 1,020,580 1,156,370
Triborough Bridge & Tunnel Authority NY
Revs General Purpose Ref
(Escrowed to Maturity)
6.0% due January 1, 2012 1,500,000 1,539,784 1,624,485 1,500,000 1,545,719 1,694,670
----------- ------------ ------------ ----------- ----------- -----------
12,325,000 12,915,580 13,257,707 15,080,000 15,751,530 16,749,687
----------- ------------ ------------ ----------- ----------- -----------
35.3%(*) 42.9%(*)
Insured
Bethlehem NY Central School District
Ref Unlimited Tax
5.0% due November 1, 2015 500,000 547,179 534,470 500,000 551,542 557,310
City of Buffalo New York Sewer Auth
Rev Sewer System Impt
5.0% due July 1, 2011 1,110,000 1,176,923 1,173,525 1,110,000 1,188,866 1,217,870
Cattaraugus County NY Public
Impt Ref Unlimited Tax
(Par Call June 1, 2013 @100)
5.0% due June 1, 2014 275,000 295,822 291,107 275,000 297,894 302,838
Cattaraugus County NY Public
Impt Ref Unlimited Tax
(Par Call June 1, 2013 @100)
5.0% due June 1, 2015 275,000 294,355 290,584 275,000 296,016 300,209
Chenango Valley Central School District NY
4.0% due June 15, 2011 290,000 299,014 293,126 -- -- --
Clarkstown Central School District
NY Unlimited Tax
(Par Call April 15, 2014 @100)
5.25% due April 15, 2015 400,000 434,371 430,432 400,000 437,722 449,920
Cleveland Hill Union Free School District
Cheektowa NY Unlimited Tax
(Par Call October 15, 2009 @100)
5.5% due October 15, 2011 1,480,000 1,498,683 1,576,851 1,480,000 1,501,621 1,633,091
Mt. Sinai, N.Y. Union Free School District
6.2% due February 15, 2011 1,070,000 1,067,754 1,184,736 1,070,000 1,067,388 1,236,289
New York NY Unlimited Tax
6.75% due February 1, 2009 500,000 525,088 538,020 1,000,000 1,066,226 1,126,070
The accompanying notes are an integral part of these financial statements.
5
Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
----------------------------------------- --------------------------------------
Principal Amortized Fair Principal Amortized Fair
Amount Cost Value Amount Cost Value
----------- ------------ ------------ ----------- ----------- -----------
Insured (continued)
N.Y.S. Dormitory Authority Revs
Non State Supported Debt Insd
Sien College
(Par Call July 1, 2016 @100)
5.0% due July 1, 2020 $ 1,745,000 $ 1,838,454 $ 1,838,689 $ -- $ -- $ --
N.Y.S. Dormitory Authority Revs
Pace University
6.5% due July 1, 2009 1,000,000 1,045,206 1,083,060 1,000,000 1,057,654 1,133,730
N.Y.S. Dormitory Authority Revs
5.5% due May 15, 2018 1,155,000 1,321,653 1,288,738 -- -- --
New York Environmental Facilities Corp
State Pers Income Tax Rev
5.25 % due December 15, 2012 400,000 442,885 431,448 400,000 448,851 447,836
N.Y.S. Local Govt Assistance Corp Ref
5.5% due April 1, 2017 240,000 268,019 266,095 240,000 270,208 279,735
N.Y.S. Thruway Authority
Second Gen Hwy & Brdg Trust Fund
5.25% due April 1, 2013 1,000,000 1,093,214 1,076,670 1,000,000 1,105,508 1,122,890
N.Y.S. Urban Development Corp
Corp Rev Correction Facility
(Pre-Refunded to January 1, 2009 @ 101)
6.0% due January 1, 2012 1,000,000 1,018,448 1,068,110 1,000,000 1,021,308 1,115,820
Pleasantville New York Public Impt
Unlimited Tax
5.0% due January 1, 2016 440,000 482,183 468,583 -- -- --
Commonwealth of Puerto Rico
Electric Power Auth Rev
5.5% due July 1, 2017 700,000 788,483 771,841 700,000 795,260 814,968
Commonwealth of Puerto Rico
Highway Transportation Auth Rev Ref
6.25% due July 1, 2016 285,000 336,521 332,900 285,000 340,868 351,516
Puerto Rico Commonwealth Highway
and Transportation Auth Hwy Rev Ref
(Mandatory Put July 1, 2010 @100)
5% due July 1, 2035 1,000,000 1,086,452 1,046,520 1,000,000 1,088,364 1,080,970
Puerto Rico Commonwealth Highway
and Transportation Auth Transn Rev
5.5% due July 1, 2015 500,000 559,174 551,375 500,000 564,809 581,590
Suffolk County Judicial Facilities Agency
NY Service Agreement
Rev John P Cohalan Complex
(Callable October 15, 2009 @101)
5.75% due October 15, 2011 1,340,000 1,360,321 1,441,787 1,340,000 1,362,447 1,493,390
The accompanying notes are an integral part of these financial statements.
6
Tridan Corp.
Schedules of Investments in Municipal Obligations
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
----------------------------------------- --------------------------------------
Principal Amortized Fair Principal Amortized Fair
Amount Cost Value Amount Cost Value
----------- ------------ ------------ ----------- ----------- -----------
Insured (continued)
Suffolk County Water Auth
NY Waterworks Rev Sub Lien
6.0% due June 1, 2009 $ 1,000,000 $ 1,036,314 $ 1,052,200 $ 1,510,000 $ 1,598,680 $ 1,679,437
----------- ------------ ------------ ----------- ----------- -----------
17,705,000 18,816,516 19,030,867 15,085,000 16,061,232 16,925,479
----------- ------------ ------------ ----------- ----------- -----------
50.7%(*) 43.4%(*)
General Obligations
Monroe County NY Ref Pub
Impts Unlimited Tax
6.0% due March 1, 2012 445,000 497,984 494,920 445,000 506,299 517,014
Puerto Rico Public Buildings Auth
Rev Gtd Ref Govt Facs Ser J
(Par Call July 1, 2012 @100)
5.0% due July 1, 2028 500,000 513,621 518,465 500,000 514,050 536,300
----------- ------------ ------------ ----------- ----------- -----------
945,000 1,011,605 1,013,385 945,000 1,020,349 1,053,314
----------- ------------ ------------ ----------- ----------- -----------
2.7%(*) 2.7%(*)
U.S. Government Backed
Monroe County N.Y. Pub Imp Unlimited Tax
(Pre-Refunded to June 1, 2008 @101)
6.0% due June 1, 2010 890,000 893,119 939,707 890,000 893,818 981,500
Monroe County N.Y. Pub Imp Unlimited Tax
(Callable June 1, 2008 @101)
6.0% due June 1, 2010 10,000 10,101 10,552 10,000 10,043 10,978
City of New York NY Ref Unlimited Tax
(Pre-Refunded to May 15, 2010 @ 101)
6.0% due May 15, 2030 150,000 177,435 164,403 150,000 178,213 172,005
New York Environmental Facilities Corp
Pollution Control Rev St Wtr Fund Ref
(Escrowed to Maturity)
5.75% due June 15, 2008 -- -- -- 1,310,000 1,335,238 1,421,979
New York Environmental Facilities Corp
Pollution Control Rev St Wtr NYC 02
(Escrowed to Maturity)
5.75% due June 15, 2008 165,000 167,049 171,989 165,000 168,179 179,104
N.Y.S. Thruway Authority
Hwy & Brdg Tr Fd
(Pre-Refunded to April 1, 2013 @ 100)
5.0% due April 1, 2017 1,000,000 1,081,432 1,066,670 -- -- --
----------- ------------ ------------ ----------- ----------- -----------
2,215,000 2,329,136 2,353,321 2,525,000 2,585,491 2,765,566
----------- ------------ ------------ ----------- ----------- -----------
6.3%(*) 7.1%(*)
$33,190,000 $ 35,072,837 $ 35,655,280 $33,635,000 $35,418,602 $37,494,046
=========== ============ ============ =========== =========== ===========
95.1%(*) 96.1%(*)
(*) Represents percentage of net assets.
The accompanying notes are an integral part of these financial statements.
7
Tridan Corp.
Statements of Operations
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
2006 2005
-------------- --------------
Investment income
Interest $ 1,931,752 $ 1,931,779
Amortization of bond premium and discount - net (219,961) (202,449)
-------------- --------------
Total investment income 1,711,791 1,729,330
-------------- --------------
Expenses
Investment advisory fees (Note 3) 105,610 107,514
Professional fees (Note 3) 119,124 110,770
Director's fees 74,500 67,500
Administrative and accounting expenses 78,500 86,500
Insurance and other expenses 14,391 17,648
-------------- --------------
Total expenses 392,125 389,932
-------------- --------------
Net investment income 1,319,666 1,339,398
-------------- --------------
Realized and unrealized gain (loss) on investments
Net realized gain on investments 163,905 173,333
Net decrease from unrealized depreciation on investments (1,493,001) (317,646)
-------------- --------------
Net realized and unrealized loss on investments (1,329,096) (144,313)
-------------- --------------
Net (decrease) increase in net assets resulting from operations $ (9,430) $ 1,195,085
============== ==============
The accompanying notes are an integral part of these financial statements.
8
Tridan Corp.
Statements of Changes in Net Assets
Years Ended April 30, 2006, 2005 and 2004
- --------------------------------------------------------------------------------
2006 2005 2004
-------------- -------------- --------------
Increase (decrease) in net assets resulting
from operations
Net investment income $ 1,319,666 $ 1,339,398 $ 1,455,379
Net realized gain on investments 163,905 173,333 97,761
Unrealized depreciation on investments (1,493,001) (317,646) (1,040,001)
-------------- -------------- --------------
Net increase (decrease) in net assets
resulting from operations (9,430) 1,195,085 513,139
Distributions to shareholders from
Net investment income (1,304,517) (1,380,241) (1,437,093)
Capital gains - net (160,462) (117,464) (94,383)
Redemptions of shares
3,359.2505 shares, 3,301.7371 shares and
3,786.0403 shares, respectively (41,276) (41,787) (47,772)
-------------- -------------- --------------
Total decrease (1,515,685) (344,407) (1,066,109)
Net assets
Beginning of year 39,027,572 39,371,979 40,438,088
-------------- -------------- --------------
End of year $ 37,511,887 $ 39,027,572 $ 39,371,979
============== ============== ==============
The accompanying notes are an integral part of these financial statements.
9
Tridan Corp.
Notes To Financial Statements
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
1. Significant accounting policies
The following is a summary of the significant accounting policies followed
by Tridan Corp. (the "Company"), a closed-end, non-diversified management
investment company, registered under the Investment Company Act of 1940,
in the preparation of its financial statements.
Acquisition and valuation of investments
Investment transactions are accounted for on the date the securities are
purchased/sold (trade date) and interest on securities acquired/sold is
included in income from/to the settlement date. Short-term investments are
stated at cost, which is equivalent to fair value.
Fair values for the Company's investments in municipal obligations have
been determined based on the bid price of the obligation. Securities for
which quotations are not readily available are valued at fair value as
determined by the board of directors. There were no securities valued by
the board of directors, for which quotations were not readily available,
as of April 30, 2006 and 2005.
Amortization of bond premium or discount
In determining investment income, bond premiums or discounts are amortized
over the remaining term of the obligation.
Income taxes
It is the Company's policy to comply with the requirements of the Internal
Revenue Code that are applicable to regulated investment companies and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no income tax provision is required.
Interest income from municipal investments are exempt from Federal and
state income taxes.
Cash and cash equivalents
The Company considers all investments that can be liquidated on demand to
be cash equivalents.
Use of estimates
The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of increases and decreases
in net assets from operations during the reporting period. Actual results
could differ from those estimates. Significant estimates are used in
determining the fair value of investments.
10
Tridan Corp.
Notes To Financial Statements
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
Concentration of credit risk
The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and cash equivalents and
investments. The Company maintains all of its cash on deposit in one
financial institution. At times, such amounts on deposit may be in excess
of amounts insured by the Federal Deposit Insurance Corporation. The value
of the Company's investments may be subject to possible risks involving,
among other things, the continued credit worthiness of the various state
and local government agencies and public financing authorities underlying
its investments. The Company and its investment advisor periodically
consider the credit quality of the Company's investments, and the Company
adheres to its investment objective of investing only in investment grade
securities.
2. Cash and cash equivalents
Cash and cash equivalents consisted of the following:
April 30,
----------------------
2006 2005
---------- ----------
Cash - demand deposits $ 431,425 $1,071,382
Cash equivalents - demand bonds and notes 995,000 --
---------- ----------
$1,426,425 $1,071,382
========== ==========
3. Accounts payable and accrued liabilities
Accounts payable and accrued liabilities consisted of the following at:
April 30,
----------------------
2006 2005
---------- ----------
Accrued investment advisory fees (a) $ 26,000 $ 27,000
Accrued fees - affiliate (b) 23,225 20,551
Accrued audit fees (c) 35,000 31,495
Accrued administrative and accounting expenses 6,439 24,400
---------- ----------
$ 90,664 $ 103,446
========== ==========
(a) The Company utilizes the services of J.P. Morgan Investment
Management, Inc. ("J.P. Morgan") as its investment advisor and
custodian for its investments. The annual advisory fee is .28 of one
percent of the net assets under management. The fee is computed and
payable quarterly, based on the aggregate fair value of the net
assets on the last day of each fiscal quarter.
(b) For the years ending April 30, 2006 and 2005, the Company incurred
legal fees of approximately $84,000 and $70,000, respectively, for
professional fees paid to the law firm of which an officer of the
Company is a member.
11
Tridan Corp.
Notes To Financial Statements
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
(c) For the years ending April 30, 2006 and 2005, the Company incurred
audit fees of approximately $35,000 and $41,000, respectively.
4. Investment transactions
Purchases and sales of investments in municipal obligations (excluding
short-term and demand investments) amounted to approximately $5,172,000
and $5,460,000 for the year ended April 30, 2006 and $4,728,000 and
$5,074,000, respectively, for the year ended April 30, 2005.
The U.S. Federal income tax basis (aggregate cost) of the Company's
investments, at April 30, 2006 and 2005, was approximately $35,073,000 and
$35,419,000, respectively, and net unrealized appreciation, at April 30,
2006 and 2005, for U.S. Federal income tax purposes was approximately
$582,000 and $2,076,000, respectively (gross unrealized appreciation of
approximately $850,000 and $2,093,000, respectively; gross unrealized
depreciation of approximately $268,000 and $17,000, respectively).
5. Common stock, share redemption plan and net asset values
At April 30, 2006 and 2005, there were 6,000,000 shares of $0.02 par value
common stock authorized of which 3,199,100 had been issued, aggregating
$63,982, and additional paid-in capital aggregating $312,787.
The Company has a share redemption plan applicable to approximately 52,000
shares and 55,000 shares, respectively, of outstanding common stock, at
April 30, 2006 and 2005. The plan permits eligible shareholders or their
estates to have their shares redeemed by the Company upon reaching age 65
or upon death. Shares are redeemed at the net asset value per share, based
on fair value, as of the end of the Company's fiscal quarter in which the
request for redemption is received. At April 30, 2006 and 2005, $984,115
(83,888.5487 shares) and $942,839 (80,529.2982 shares), respectively, had
been redeemed under this plan and are held in treasury.
The net asset value per share is calculated by dividing the aggregate fair
value of all assets less the aggregate fair value of all liabilities by
the number of common shares outstanding at the end of the period.
The net asset value per share and the shares outstanding were as follows:
April 30,
----------------------
2006 2005
---------- ----------
Net asset value $ 12.04 $ 12.51
Shares outstanding at:
April 30, 2006 3,115,211.4513
April 30, 2005 3,118,570.7018
12
Tridan Corp.
Notes To Financial Statements
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
6. Distributions
During the years ended April 30, 2006 and 2005, distributions of
$1,464,979 ($.47 per share) and $1,497,705 ($.48 per share), respectively,
were declared and paid to shareholders, which, except for capital gains of
$160,462 in 2006 and $117,464 in 2005, were exempt from Federal income
taxes.
The tax character of distributions paid during the years ending April 30,
2006 and 2005 was as follows:
2006 2005
---------- ----------
Distributions paid from:
Tax-exempt investment income, net $1,304,517 $1,380,241
Capital gains 160,462 117,464
---------- ----------
$1,464,979 $1,497,705
========== ==========
As of April 30, 2006 and 2005, the components of distributable earnings on
a tax basis were as follows:
2006 2005
---------- ----------
Overdistributed tax-exempt investment income, net $ (35,077) $ (50,226)
Undistributed capital gains 68,340 64,897
Unrealized appreciation of investments, net 582,443 2,075,444
---------- ----------
$ 615,706 $2,090,115
========== ==========
The Company has no capital loss carryforwards or book/tax differences as
of April 30, 2006 and 2005. The Company had no capital reclassification
related to permanent book/tax differences for years ending April 30, 2006
and 2005.
13
Tridan Corp.
Notes To Financial Statements
Years Ended April 30, 2006 and 2005
- --------------------------------------------------------------------------------
7. Financial highlights
Selected per share data and ratios:
For the Years Ended April 30,
----------------------------------------------------------------------
2006 2005 2004 2003 2002
---------- ---------- ---------- ---------- ----------
Per share operating performance:
(For a share of common stock
outstanding throughout the period):
Net asset value, beginning of year $ 12.51 $ 12.61 $ 12.94 $ 12.55 $ 12.36
---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income .43 .43 .46 .47 .47
Net realized and unrealized gain
(loss) on investments (.43) (.05) (.30) .39 .22
---------- ---------- ---------- ---------- ----------
Total from investment operations .00 .38 .16 .86 .69
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends (from net investment
income) (.42) (.44) (.46) (.46) (.48)
Capital gains (.05) (.04) (.03) (.01) (.02)
---------- ---------- ---------- ---------- ----------
Total distributions (.47) (.48) (.49) (.47) (.50)
---------- ---------- ---------- ---------- ----------
Net asset value - end of year $ 12.04 $ 12.51 $ 12.61 $ 12.94 $ 12.55
========== ========== ========== ========== ==========
Per share market value - end of period $ 12.04 $ 12.51 $ 12.61 $ 12.94 $ 12.55
========== ========== ========== ========== ==========
Total investment return (3.76%) (0.79%) (2.55%) 3.11% 1.54%
Ratios/supplemental data:
Net assets, end of period (in 000s) $ 37,512 $ 39,028 $ 39,372 $ 40,438 $ 39,272
Ratio of expenses to average
net assets 1.02% .99% 0.83% 0.84% 0.80%
Ratio of net investment income
to average net assets 3.44% 3.40% 3.61% 3.59% 3.79%
Portfolio turnover rate 14.05% 14.78% 13.00% 12.00% 12.00%
Average (simple) number of shares
outstanding (in thousands) 3,117 3,120 3,124 3,127 3,130
14
Item 2. Code of Ethics
The registrant has adopted a code of ethics that applies to its principal
executive officer, principal financial officer, and any other person
required by applicable SEC rules. The code of ethics was in effect as of
the end of the period covered by this report. During that period, there
were no amendments to the code, and no waivers were granted to anyone from
any provision of the code. A copy of the registrant's code of ethics is
incorporated by reference to Exhibit 1 to the registrant's Form N-CSR
dated August 30, 2004, for its fiscal year ended April 30, 2003, filed
electronically with the Securities and Exchange Commission.
Item 3. Audit Committee Financial Expert
The registrant has established an audit committee consisting of three
members appointed by the board of directors from the board. The
registrant's board of directors has determined that the committee
chairman, Paul Kramer, is an "audit committee financial expert" and is
"independent", as both terms are defined by applicable SEC rules.
Item 4. Principal Accountant Fees and Services
Incorporated by reference to the registrant's proxy statement dated June
1, 2006, filed electronically with the SEC. See section therein entitled
"Relationship with and Ratification of Independent Certified Public
Accountants".
Item 5. Audit Committee of Listed Registrants.
Not applicable, because the registrant is not a listed issuer.
Item 6. Schedule of Investments.
A schedule of registrant's investments in securities of unaffiliated
issuers as of April 30, 2006 is included as part of the report to
shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
Not applicable, because the registrant invests exclusively in non-voting
securities.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
PORTFOLIO MANAGERS
The portfolio managers for the registrant are as follows:
Richard D. Taormina Richard Taormina,, Vice President, is a portfolio manager in
the Tax Aware Fixed Income Group. An employee of JPMorgan Asset Management since
1997, he is responsible for managing municipal mutual funds, institutional fixed
income accounts, and quantitative analysis.
PORTFOLIO MANAGERS' OTHER ACCOUNTS MANAGED
The following tables show information regarding other accounts managed by
portfolio managers of the Registrant:
Non-Performance Based Fee Advisory Accounts
-----------------------------------------------------------------------------------------------
Registered Investment Other Pooled Investment Other Accounts
Companies Vehicles
------------------------------- ------------------------------- -------------------------------
Number Number Total Number
of Total of of
Accounts Assets Accounts Assets Accounts Total Assets
--------------- --------------- --------------- --------------- --------------- ---------------
Richard Taormina 2 $3.8 billion 2 $230 million 5 $158 million
Performance Based Fee Advisory Accounts
----------------------------------------------------------------------------------------------
Registered Investment Other Pooled Investment
Companies Vehicles Other Accounts
----------------------------- ------------------------------- ------------------------------
Number
of Total Number of Total Number of Total
Accounts Assets Accounts Assets Accounts Assets
-------------- ------------- -------------- --------------- -------------- --------------
Richard Taormina 0 0 0 0 0 0
POTENTIAL CONFLICTS OF INTEREST
As an investment advisor, J.P. Morgan Investment Management Inc. has a fiduciary
obligation to act in the best interests of its clients, and to avoid any
conflicts of interest. As such, JPMorgan Asset Management has adopted a
"Safeguard Policy" designed to prevent its investment management process from
being influenced by clients of other parts of the firm, as well as by clients of
the investment management business. Communications between personnel outside the
investment management business and investment professionals within J.P. Morgan
Investment Management Inc. are strictly limited.
JPMIM has adopted policies and procedures that are designed to ensure that
transactions undertaken with affiliates are allowable under current law and
client guidelines and that any potential conflicts of interest are recognized
and appropriately addressed.
JPMIM also has policies and procedures to monitor personal trading activities of
its employees and certain members of their immediate families and any person to
whose support the employee significantly contributes. The policies and
procedures are generally intended to comply with the JPMIM's Code of Ethics.
PORTFOLIO MANAGER COMPENSATION
The Adviser's portfolio managers participate in a competitive compensation
program that is designed to attract and retain outstanding people and closely
link the performance of investment professionals to client investment
objectives. The total compensation program includes a base salary fixed from
year to year and a variable bonus consisting of cash incentives and restricted
stock and, in some cases, mandatory deferred compensation. These elements
reflect individual performance and the performance of the Adviser's business as
a whole.
Each portfolio manager's performance is formally evaluated annually based on a
variety of factors including the aggregate size and blended performance of the
portfolios such portfolio manager manages. Individual contribution relative to
client goals carries the highest impact. Portfolio manager compensation is
primarily driven by meeting or exceeding clients' risk and return objectives,
relative performance to competitors or competitive indices and compliance with
firm policies and regulatory requirements. In evaluating each portfolio
manager's performance with respect to the mutual funds he or she manages, the
funds' pre-tax performance is compared to the appropriate market peer group and
to each fund's benchmark index listed in the fund's prospectus over one, three
and five year periods (or such shorter time as the portfolio manager has managed
the fund). Investment performance is generally more heavily weighted to the
long-term.
Stock awards are granted as part of an employee's annual performance bonus and
comprise from 0% to 35% of a portfolio manager's total award. As the level of
incentive compensation increases, the percentage of compensation awarded in
restricted stock also increases. Certain investment professionals may also be
subject to a mandatory deferral of a portion of their compensation into
proprietary mutual funds based on long-term sustained investment performance.
OWNERSHIP OF SECURITIES
Dollar Range of Shares in the Registrant
---------------------------------------------------------------------------------
$10,001
$1 - - $50,001 - over
Name None $10,000 $50,000 $100,000 $100,000
- ------------------- -------------- --------------- --------------- --------------- ---------------
Richard Taormina X X
- --------------------------------------------------------------------------------
Item 9. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers.
Not applicable, because the registrant has no equity securities that are
registered pursuant to Section 12 of the Securities Exchange Act of 1934.
Item 10. Submission of Matters to a Vote of Security Holders.
The registrant does not have in place procedures by which shareholders may
recommend nominees to the registrant's board of directors.
Item 11. Controls and Procedures
(a) The registrant's principal executive and principal financial
officers have evaluated the registrant's disclosure controls and
procedures (as defined in Rule 30a-3(c)) as of the end of the period
covered by this report. Based on that evaluation, said officers have
concluded that the registrant's disclosure controls and procedures
are effective to ensure that information required to be disclosed in
this report is recorded, processed, summarized and reported within
the required time periods.
(b) There was no change in the registrant's internal control over
financial reporting that occurred during the second fiscal quarter
of the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the registrant's
internal control over financial reporting.
Item 12. Exhibits
(a) The following exhibits are filed herewith:
(1) The registrant's code of ethics described in Item 2 hereof is
incorporated by reference to Exhibit 1 to the registrant's
Form N-CSR dated August 30, 2004, for its fiscal year ended
April 30, 2003, filed electronically with the Securities and
Exchange Commission.
(2) The separate certifications for the registrant's principal
executive and principal financial officers.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) Tridan Corp.
--------------------------------------------------------------------
By (Signature and Title) /S/ Peter Goodman
--------------------------------------------------------
Peter Goodman, President and Chief Executive Officer
Date: June 9, 2006
Pursuant to the requirements of the Investment Company Act of 1940, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By (Signature and Title) /S/ Peter Goodman
--------------------------------------------------------
Peter Goodman, President and Chief Executive Officer
Date: June 9, 2006
By (Signature and Title) /S/ Warren F. Pelton
--------------------------------------------------------
Warren F. Pelton, Treasurer and Chief Financial Officer
Date: June 9, 2006