<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended October 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------- --------
Commission File Number: 0-13011
- --------------------------------
TNR TECHNICAL, INC.
-----------------------------------------------
(Exact name of Registrant as specified in its charter)
New York 11-2565202
- --------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
279 Douglas Avenue
Suite 1112
Altamonte Springs, Florida 32714
- --------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (407) 682-4311
--------------
None
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year if changed
since last report)
Indicate 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 (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes x . No .
--- ---
262,422 Common Shares, $.0001 par value were issued and outstanding at October
- --------------------------------------------------------------------------------
31, 1995.
- ---------
<PAGE>
TNR TECHNICAL, INC.
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
October 31, 1995 (Unaudited) 3-4
and July 31, 1995
Statements of Operations
Three Months ended
October 31, 1995 and
October 31, 1994 (Unaudited) 5
Statements of Cash Flows
Three Months ended October 31, 1995
and October 31, 1994 (Unaudited) 6
Notes to Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8-9
PART II. OTHER INFORMATION 9
SIGNATURES 10
2
<PAGE>
TNR TECHNICAL, INC.
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
July 31, October 31,
1995 1995
(Unaudited)
----------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 100,298 105,667
Short-term investments 507,863 512,276
Accounts receivable - trade, less allowance
for doubtful accounts 380,302 424,119
Inventories 715,438 802,720
Prepaid expenses and other current assets 5,842 3,682
---------- -----------
Total current assets 1,709,743 1,848,464
Deferred income taxes 250,000 236,500
Property and equipment, at cost, net of accumulated
depreciation and amortization 56,877 52,962
Deposits 5,991 5,991
---------- -----------
$2,022,611 2,143,917
---------- -----------
---------- -----------
</TABLE>
See accompanying notes to financial statements
(Continued)
3
<PAGE>
TNR TECHNICAL, INC.
BALANCE SHEETS, CONTINUED
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
July 31, October 31,
1995 1995
(Unaudited)
----------- -----------
<S> <C> <C>
Current liabilities:
Accounts payable $ 220,038 272,681
Accrued expenses and taxes 48,157 59,086
----------- -----------
Total current liabilities 268,195 331,767
----------- -----------
Shareholders' equity:
Common stock - $.02 par value, authorized 500,000
shares; issued 301,581 shares 6,032 6,032
Additional paid in capital 2,640,001 2,640,001
Retained earnings (697,347) (639,613)
Treasury stock, 39,159 shares at cost (194,270) (194,270)
----------- -----------
Total shareholders' equity 1,754,416 1,812,150
----------- -----------
$2,022,611 2,143,917
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
TNR TECHNICAL, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
October 31,
1995 1994
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
Revenues:
Net sales $ 931,745 816,320
Interest 7,375 6,095
----------- -----------
939,120 822,415
----------- -----------
Costs and expenses:
Cost of goods sold 670,973 612,608
Selling, general and administrative 192,913 185,763
----------- -----------
863,886 798,371
----------- -----------
Income before income taxes 75,234 24,044
Provision for income taxes 17,500 -
----------- -----------
Net income $ 57,734 24,044
----------- -----------
----------- -----------
Net income per common share $ .22 .09
----------- -----------
----------- -----------
Weighted average number of shares outstanding 262,422 262,422
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
TNR TECHNICAL, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
October 31,
1995 1994
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
Cash flows from operating activities
Net income $ 57,734 24,044
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 4,800 3,258
Deferred income taxes 13,500 -
Changes in operating assets and liabilities:
Accounts receivable (43,817) 32,668
Inventories (87,282) 18,648
Prepaid expenses and other assets 2,160 (5,358)
Accounts payable and accrued expenses 63,572 52,577
----------- -----------
Net cash provided by operating activities 10,667 125,837
----------- -----------
Cash flows from investing activities
Increase in short-term investments (4,413) (290,012)
Purchase of property and equipment (885) (1,395)
----------- -----------
Net cash used in investing activities (5,298) (291,407)
----------- -----------
Increase (decrease) in cash and cash
equivalents 5,369 (165,570)
Cash and cash equivalents - Beginning of period 100,298 353,804
----------- -----------
Cash and cash equivalents - End of period $ 105,667 188,234
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements
6
<PAGE>
TNR TECHNICAL, INC.
NOTES TO FINANCIAL STATEMENTS
(1) PRESENTATION OF UNAUDITED FINANCIAL STATEMENTS
The unaudited financial statements have been prepared in accordance with
rules of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a fair presentation
of financial position, results of operations and cash flows, in
conformity with generally accepted accounting principles. The
information furnished, in the opinion of management, reflects all
adjustments (consisting only of normal recurring accruals) necessary to
present fairly the financial position, results of operations and cash
flows for the three-month periods ended October 31, 1995 and 1994. The
results of operations are not necessarily indicative of results which
may be expected for any other interim period or for the year as a whole.
(2) SALES TO MAJOR CUSTOMERS
During the three months ended October 31, 1995 and 1994, no customer
accounted for more than 10% of total revenues.
7
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
Working capital amounted to $1,516,697 at October 31, 1995 as compared to
$1,441,548 at July 31, 1995. Cash and short term investments amounted to
$617,943 at October 31, 1995 as compared to $608,161 at July 31, 1995. As more
fully described under the Company's Statements of Cash Flows" in the
accompanying financial statements, net cash provided by operating activities for
the three months ended October 31, 1994 and 1995 was $125,837 and $10,667
respectively. For the three months ended October 31, 1994, the cash flow from
operating activities was due to the Company's net income plus an increase in
accounts payable and accrued expenses together with a decrease in accounts
receivable and inventories. For the three months ended October 31, 1995, the
cash flow from operating activities was primarily due to the Company's net
income and increases in accounts payable and accrued expenses and deferred
income taxes partially offset by increases in accounts receivable and
inventories. During the three months ended October 31, 1994 and 1995, net cash
was used in investing activities due to the purchase of short term investments
and property and equipment.
The Company's short term and long term liquidity needs have been satisfied
from internal sources including cash from operations and amounts available from
the Company's working capital. During the balance of fiscal 1996 and on a long
term basis, management expects this trend to continue. There are no material
commitments for capital expenditures or any long term credit arrangements.
RESULTS OF OPERATIONS
Net sales for the three months ended October 31, 1995 were $931,745, an
increase of $115,425 or approximately 14% from the comparable period of the
prior year. During the three months ended October 31, 1995 and October 31,
1994, no customer accounted for more than 10% of total revenues. The increase in
sales for the three months ended October 31, 1995 was primarily due to increases
in sales to existing and new customers. The Company's gross margin for the
three months ended October 31, 1995 increased by approximately 3.0% as compared
to the comparable period of the prior year due to changes in the mix of product
sales, increased prices and improved purchasing.
Operating (selling, general and administrative) expenses, when expressed as
a percentage of net sales decreased from 22.8% for the three months ended
October 31, 1994 to 20.7% for the three months ended October 31, 1995. The
decrease was due to a reduction in advertising costs from that of the comparable
prior period. During the past three years and the three months ended October
31, 1995, the Company did not charge its operations with any research and
development costs.
Net income for the three months ended October 31, 1995 and 1994 was $57,734
and $24,044, respectively.
8
<PAGE>
Management of TNR Technical, Inc. has received a number of comments from
its odd lot stockholders regarding the costs associated with any sale of their
odd lots. Further, Management would like to reduce TNR's expense of maintaining
mailings to odd lot holders. Accordingly, TNR will from time-to-time privately
purchase from odd lot holders of its common stock, such odd lots (i.e. 99 shares
or less) from its stockholders of record on December 15, 1995 so long as such
purchases would not have the effect of reducing TNR's record holders to 500 or
less. The purchase price to be paid will be based upon the closing asked price
on the NASD electronic bulletin board of TNR's Common Stock for the preceding
trading day. Stockholders will not be permitted to breakup their stockholdings
into odd lots and stockholders or their legal representatives must affirm to TNR
that the odd lot shares submitted for payment represent the stockholder's entire
holdings and that such holdings do not exceed 99 shares. (This offer shall be
open to all odd lot beneficial holders even those held in street or nominee name
so long as the proper representations can be obtained satisfactory to TNR that
the shares are odd lot shares, were owned by the beneficial stockholder as of
December 15, 1995 and represent such stockholder's entire holdings of TNR).
This offer will not be valid in those states or jurisdictions where such offer
or sale would be unlawful.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS: None
Item 2. CHANGES IN SECURITIES: None
Item 3. DEFAULTS UPON SENIOR SECURITIES: None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None
Item 5. OTHER INFORMATION: None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits
11 Earnings per share - included in the Statements
of Operations
27 Financial Data Schedule
(b) During the quarter ended October 31, 1995 no report on
Form 8-K was filed or required to be filed.
9
<PAGE>
TNR TECHNICAL, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TNR TECHNICAL, INC.
------------------------------------
(Registrant)
Dated: December 13, 1995
/s/ Jerrold Lazarus
------------------------------------
Jerrold Lazarus (Chairman of the
Board, Chief Executive Officer,
Chief Accounting and Financial
Officer and Treasurer)
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-START> AUG-01-1995
<PERIOD-END> OCT-31-1995
<CASH> 617,943
<SECURITIES> 0
<RECEIVABLES> 443,384
<ALLOWANCES> 19,265
<INVENTORY> 802,720
<CURRENT-ASSETS> 1,848,464
<PP&E> 119,191
<DEPRECIATION> 66,229
<TOTAL-ASSETS> 2,143,917
<CURRENT-LIABILITIES> 331,767
<BONDS> 0
<COMMON> 6,032
0
0
<OTHER-SE> 1,806,118
<TOTAL-LIABILITY-AND-EQUITY> 2,143,917
<SALES> 931,745
<TOTAL-REVENUES> 939,120
<CGS> 670,973
<TOTAL-COSTS> 863,886
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 75,234
<INCOME-TAX> 17,500
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 57,734
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>