UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
Commission File Number: 0-13763
TECHNOLOGY RESEARCH CORPORATION
_______________________________
(Exact name of registrant as specified in its charter)
Florida 59-2095002
_______________________________ ________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No,)
5250 140th Avenue North, Clearwater, Florida 33760
____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (727) 535-0572
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 a 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at January 28, 2000
____________________________ _______________________________
Common stock, $.51 par value 5,455,756
TECHNOLOGY RESEARCH CORPORATION
INDEX
Part I - Financial Information Page
Condensed Consolidated Balance Sheets
- December 31, 1999 and March 31, 1999............................... 1
Condensed Consolidated Statements of Income
- Three months and nine months ended December 31, 1999
and December 31, 1998.............................................. 2
Condensed Consolidated Statements of Cash Flows
- Nine months ended December 31, 1999 and December 31, 1998.......... 3
Notes to Condensed Consolidated Financial Statements...................... 4
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................. 5
Item 3 - Quantitative and Qualitative Disclosure Regarding Market Risk.... 7
Part II - Other Information
Item 1 - Legal Proceedings................................................ 8
Item 2 - Changes in Securities............................................ 8
Item 3 - Defaults Upon Senior Securities.................................. 8
Item 4 - Submission of Matters to a vote of Shareholders.................. 8
Item 5 - Other Information................................................ 8
Item 6 - Exhibits and Reports on Form 8-K................................. 8
Signatures................................................................ 9
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TECHNOLOGY RESEARCH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
December 31 March 31
1999 1999
------------ ---------
ASSETS (unaudited) *
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,312,190 1,653,952
Accounts receivable, net 2,628,574 3,120,256
Income tax receivable 40,170 332,422
Inventories:
Raw material 3,854,659 3,800,340
Work in process 463,811 242,683
Finished goods 1,252,487 681,159
---------- ----------
Total inventories 5,570,957 4,724,182
Prepaid expenses 41,302 75,804
Deferred income taxes 469,261 515,010
---------- ----------
Total current assets 11,062,454 10,421,626
---------- ----------
Property, plant, and equipment 9,100,182 9,806,134
Less accumulated depreciation 4,685,029 5,205,162
---------- ----------
Net property, plant, and equipment 4,415,153 4,600,972
---------- ----------
Other assets 83,841 123,577
---------- ----------
$ 15,561,448 15,146,175
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ - 2,525,100
Accounts payable 748,695 649,252
Accrued expenses 285,648 331,984
Dividends payable 70,412 15,613
---------- ----------
Total current liabilities 1,104,755 3,521,949
Long-term debt, excluding current installments 2,500,000 56,250
---------- ----------
Total liabilities 3,604,755 3,578,199
---------- ----------
Stockholders' equity:
Common stock 2,782,435 2,782,435
Additional paid-in capital 7,528,473 7,528,473
Retained earnings 1,645,785 1,257,068
---------- ----------
Total stockholders' equity 11,956,693 11,567,976
---------- ----------
$ 15,561,448 15,146,175
========== ==========
<FN>
See accompanying notes to condensed financial statements.
</FN>
</TABLE>
- 1 -
<TABLE>
TECHNOLOGY RESEARCH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
December 31 December 31
1999 1998 1999 1998
---------- ---------- ---------- ----------
Operating revenues:
<S> <C> <C> <C> <C>
Net sales $ 3,981,788 3,688,881 12,155,709 12,865,743
Royalties 24,634 25,517 71,659 69,088
---------- ---------- ---------- ----------
4,006,422 3,714,398 12,227,368 12,934,831
---------- ---------- ---------- ----------
Operating expenses:
Cost of sales 2,755,532 2,859,268 8,228,881 9,327,193
Selling, general, and administrative 781,654 748,991 2,430,845 2,348,815
Research, development and engineering 240,926 243,071 787,615 824,550
---------- ---------- ---------- ----------
3,778,112 3,851,330 11,447,341 12,500,558
---------- ---------- ---------- ----------
Operating income 228,310 (136,932) 780,027 434,273
---------- ---------- ---------- ----------
Other income (deductions):
Interest and sundry income 24,116 61,240 62,544 101,200
Interest expense (41,649) (84,284) (131,564) (183,267)
Loss on disposal of asset (20,174) - (20,174) -
---------- ---------- ---------- ----------
(37,707) (23,044) (89,194) (82,067)
---------- ---------- ---------- ----------
Income (loss) before income taxes 190,603 (159,976) 690,833 352,206
Income tax expense (benefit) 77,000 (89,975) 193,000 98,336
---------- ---------- ---------- ----------
Net income (loss) $ 113,603 (70,001) 497,833 253,870
========== ========== ========== ==========
Basic earnings (loss) per share $ 0.02 (0.01) 0.09 0.05
========== ========== =========== =========
Weighted average number of common
shares outstanding 5,455,756 5,424,946 5,455,756 5,424,263
========== ========== ========== ==========
Diluted earnings (loss) per share $ 0.02 (0.01) 0.09 0.05
========== ========== =========== =========
Weighted average number of common
and equivalent shares outstanding 5,457,382 5,426,463 5,463,215 5,429,381
========== ========== ========== ==========
Dividends paid $ 0.01 - 0.02 -
========== ========== ========== ==========
<FN>
See accompanying notes to condensed financial statements.
</TABLE>
- 2 -
<TABLE>
TECHNOLOGY RESEARCH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<CAPTION>
Nine Months Ended
December 31
1999 1998
---------- ----------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 497,833 253,870
Adjustments to reconcile net income to net cash
provided by operating activities:
Accretion of interest - (21,098)
Depreciation 589,687 537,848
Decrease in accounts receivable 491,682 14,110
Increase in inventories (846,775) (389,417)
Decrease in prepaid expenses 34,502 213,859
Decrease in income taxes receivable 292,252 91,922
Decrease in deferred income taxes 45,749 50,302
Decrease (increase) in other assets 39,736 (64,666)
Increase (decrease) in accounts payable 99,443 (292,152)
Decrease in accrued expenses (46,336) (243,104)
---------- ----------
Net cash provided by operating activities 1,197,773 151,474
---------- ----------
Cash flows from investing activities:
Maturities of short-term investments - 1,055,000
Capital expenditures (403,868) (641,601)
---------- ----------
Net cash provided (used) by
investing activities (403,868) 413,399
---------- ----------
Cash flows from financing activities:
Principal payments of short-term debt (2,525,100) -
Net borrowings (payments) of long-term debt 2,443,750 (56,250)
Proceeds from exercise of stock options - 135,348
Dividends paid (54,317) (30,000)
---------- ----------
Net cash provided (used)
by financing activities (135,667) 49,098
---------- ----------
Increase in cash and cash equivalents 658,238 613,971
Cash and cash equivalents at beginning of period 1,653,952 1,153,798
---------- ----------
Cash and cash equivalents at end of period $ 2,312,190 1,767,769
========== ==========
<FN>
See accompanying notes to condensed financial statements.
</TABLE>
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TECHNOLOGY RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for the
fair statement of results for the interim period.
The results of operations for the nine-month period ended December 31,
1999, are not necessarily indicative of the results to be expected for the
full year.
2. Basic earnings per share has been computed by dividing net income by the
weighted average number of common shares outstanding.
Diluted earnings per share has been computed by dividing net income by
the weighted average number of common and equivalent shares outstanding.
Common share equivalents included in the computation represent shares
issuable upon exercise of stock options which would have a dilutive effect
in periods where there are earnings.
- 4 -
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULT OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
Current Nine Months Ended December 31, 1999 versus Nine Months Ended
December 31, 1998
Company's operating revenues (net sales and royalties) for the third quarter
ended December 31, 1999 were $4,006,422, compared to $3,714,398 reported in the
same quarter last year, an increase of approximately 8%. Net income for the
current quarter was $113,603, compared to a loss of $70,001, for the same
quarter last year. Basic and diluted earnings for the current period were $.02
per share compared to a loss of $.01 per share for the same quarter last year.
The increase in revenues for the Company's third quarter ended December 31,
1999 was primarily due to higher military sales, which were up $267,791,
compared to the prior year's quarter. The improvement in net income was due to
higher sales levels and improved gross profit margins.
The Company's operating revenues (net sales and royalties) for the nine-month
period ended December 31, 1999 were $12,227,368, compared to $12,934,831
reported in the same period of the prior year, a decrease of approximately 5%.
Net income for the nine-month period was $497,833, compared to $253,871, for
the same period in the prior year, an increase of approximately 96%. Basic and
diluted earnings for the nine-month period were $.09 per share compared to
basic and diluted earnings of $.05 per share for the same period last year.
The Company's performance through the nine-month period ended December 31, 1999
was mixed. The Company continues to improve gross profit margins and control
operating expenses, so although revenues were down for the nine-month period, a
substantial improvement has been made to the bottom line. Compared to the
nine-month period last year, commercial sales were down by $1,100,045, while
military sales and royalties increased by $390,010 and $2,572, respectively.
The decrease in commercial sales was primarily due to the level of business
with Xerox Corporation and its suppliers, which was down by $669,578, while
commercial sales, other than Xerox, showed a decrease of $430,467. For the
upcoming quarter, the Company expects total commercial sales to remain at
current levels. The increase in military sales was mainly due to the Company
being in full production of the control devices related to the 5/10/15/30/60KW
Tactical Quiet Generator (TQG) Systems program. In addition, direct military
shipments of spare parts and of control devices for the C2V Armored Bradley
Chassis Tactical Vehicle were strong in the Company's third quarter. The
Company expects military sales to remain strong for its fourth quarter and to
strengthen in its first quarter of Fiscal Year 2001 as shipments are made
under the new 3KW TQG Program.
The Company's believes that the recently announced agreement with Windmere-
Durable Holdings, Inc. demonstrates the start of the Company's Fire Shield(TM)
safety technology being accepted into the marketplace. The Extended Fire
Shield technology will be used in toasters and toaster ovens manufactured by
Windmere-Durable under the Black & Decker(r) brand name. The Company also
received a favorable response to its Fire Shield Home Wiring System, which was
introduced at the International Home Builders' Show in Dallas, Texas last week.
- 5 -
The Company's gross profit margin on net sales was approximately 31% for the
current quarter and approximately 32% for the nine-month period ended December
31, 1999, compared to 22% and 28% for the same periods last year, respectively,
reflecting lower manufacturing costs primarily due to the Company transferring
additional manufacturing processes from its Clearwater, Florida plant to its
plant in San Pedro Sula, Honduras.
Selling, general and administrative expenses were $781,654 for the current
quarter and $2,430,845 for the nine-month period ended December 31, 1999,
compared to $748,991 and $2,348,815 for the same periods last year, an
increase of approximately 4% and 3%, respectively, reflecting comparable
expenses year to year. Selling expenses were $450,826 for the current quarter
and $1,386,297 for the nine-month period ended December 31, 1999, compared to
$414,400 and $1,312,794 for the same periods last year. General and
administrative expenses were $330,828 for the current quarter and $1,044,548
for the nine-month period ended December 31, 1999, compared to $334,591 and
$1,036,021 for the same periods last year.
Research, development and engineering expenses were $240,926 for the current
quarter and $787,615 for the nine-month period ended December 31, 1999,
compared to $243,071 and $824,550 for the same periods last year, reflecting
comparable expenses year to year.
Interest expense, net of interest and sundry income, for the current quarter
was $17,533 and $69,020 for the nine-month period ended December 31, 1999,
compared to $23,044 and $82,067, respectively, for same periods last year,
reflecting lower interest rates and the Company refinancing its debt in the
third quarter.
In accordance with FSAS 109, "Accounting for Income Taxes", the Company does
not record deferred income taxes on the foreign undistributed earnings of an
investment in a foreign subsidiary that is essentially permanent in duration.
Accordingly, the Company's Honduras subsidiary was profitable which caused a
decrease in the effective tax rate of the Company. If circumstances change,
and it becomes apparent that some or all of the undistributed earnings of the
subsidiary will be remitted in the foreseeable future, but U.S. income taxes
have not been recognized by the Company, the Company will record as an expense
of the current period the U.S. income taxes attributed to that remittance.
Liquidity and Capital Resources
As of December 31, 1999, the Company's cash and cash equivalents were
$2,312,190, compared to $1,653,952 at March 31, 1999. The Company's cash is
currently held in a money market fund whose yield is comparable to U.S. Treasury
Bills. The Company continues to generate cash through its operating activities.
On December 14, 1999, the Company closed on a $3,000,000 revolving credit loan
with a new institutional lender. The term of the loan is for two years, and at
the end of each year, the Company has the option to extend the maturity date
another year. Similar to the previous line of credit, the Company has the
option of borrowing at the lender's prime rate of interest minus 25 basis
points or the 30-day London Interbank Offering Rate (L.I.B.O.R.) plus 200 basis
points. The Company's debt from advances on its new line of credit was
$2,500,000 as of December 31, 1999.
- 6 -
The Company's working capital increased by $3,058,022 to $9,957,699 at December
31, 1999, compared to $6,899,677 at March 31, 1999. The increase was primarily
a result of the Company's new two-year line of credit agreement, which allowed
the Company to record the advances on its line of credit as long term debt as
of December 31, 1999, as compared to current liabilities as of March 31, 1999.
The Company's continued profitability, although to a lesser extent, also
contributed to the increase of working capital. The Company believes cash flow
from operations, the available bank line and current cash position will be
sufficient to meet its working capital requirements for the immediate future.
The mortgage payable to the Company's previous institutional lender, which was
in the amount of $93,750 as of September 30, 1999, was paid down completely as
of December 31, 1999 as part of the Company's refinancing its debt with a new
institutional lender.
On August 30, 1999, the Company announced that its Board of Directors, at its
regularly scheduled board meeting on August 26, 1999, voted to re-institute the
Company's quarterly dividend policy at $0.01 cent per share. The record date
for the Company's third fiscal quarter dividend was December 31, 1999, and
the Company paid that dividend on January 22, 2000. Several key factors were
important in the Board's decision to re-institute the payment of a cash
dividend to its shareholders. These factors were the successful implementation
of key strategies that have long term positive effect on future earnings and
growth, the overall strength of the Company's Balance Sheet, positive cash flow
and the turnaround at the Company's off-shore Honduras manufacturing operation.
Item 3. Quantitative and Qualitative Disclosure Regarding Market Risk
The Company has no derivative securities as of December 31, 1999. The Company
is exposed to changes in interest rates as a result of its bank credit
agreement, which is based on the London Interbank Offered Rate. A 10% increase
in interest rates related to the Company's bank credit facility would not have
a material effect on the Company's earnings over the next fiscal year or the
bank credit agreement's fair value.
Year 2000 issues
The Year 2000 issue was a result of certain microprocessors and computer
programs that were designed using two digits rather than four to define the
applicable year. Computer programs that have time sensitive software may
have recognized a date using "00" as the year 1900 rather that the year 2000;
however, to date, the Company has not experienced any Year 2000 disruptions
within or by its business partners. In addition, the Company believes that the
likelihood of futures disruptions at this point are very remote; therefore,
the Company will not make further comment in the future on Year 2000 issues,
unless otherwise required by the SEC.
Forward Looking Statement
The statements in this report that relate to future plans, expectations,
events, performance and the like are forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995 and the
Securities Exchange Act of 1934. Actual results or events could differ
materially from those described in the forward-looking statements due to a
variety of factors, including those set forth in the Company's reports on
Form 10-K and 10-Q filed with the Securities and Exchange Commission.
- 7 -
Part II - Other Information
Item 1. Legal Proceedings
Not Applicable.
Item 2. Changes in Securities
Not Applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter covered by this
Report.
- 8 -
___________________________________________
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TECHNOLOGY RESEARCH CORPORATION
(registrant)
February 15, 1999 Scott J. Loucks
___________________________ __________________________________
Date Scott J. Loucks
Chief Financial Officer,
(principal financial, accounting and
Duly Authorized Officer)
- 9 -
U.S. $3,000,000.00 Clearwater, Florida
December 14, 1999
REVOLVING LOAN NOTE
BEING INDEBTED, FOR VALUE RECEIVED, the undersigned (the "Borrower"), jointly
and severally, promise to pay to the order of SouthTrust Bank National
Association (the "Lender"), or order, its successors or assigns, at its
offices at 150 Second Avenue North, St. Petersburg, FL 33701, the sum of Three
Million and no/100 Dollars ($3,000,000.00), together with interest on the
unpaid balance, calculated in the manner hereinafter stated, from the dates of
disbursements until maturity, both principal and interest being payable in
lawful money of the United States of America.
The interest charged on the unpaid principal balance owed pursuant to this
Revolving Promissory Note ("Note") is a floating and adjustable simple
interest rate of either of the following rates:
a. The Adjusted Prime Rate which shall be a rate which the rate periodically
published from time to time by the Money Section of the Wall Street Journal as
the Prime Rate, minus twenty five one hundredths (.25%) percent. The Borrower
hereby acknowledges that the Prime Rate is used by the Lender for the Lender's
administrative convenience and does not represent, nor is it intended to
represent, the best or lowest rate of interest available to any customer or
class of customers.
b. The Adjusted LIB0R Rate which is a rate per annum equal to the sum of
LIBOR for the Interest Period for which interest is to be determined at the
LIBOR Rate plus two (2%) percent.
The rate of interest shall be chosen by the Borrower, timely in accordance
with Section 2.07B of the Loan and Security Agreement.
The interest rate charged shall be calculated on a daily basis. Interest
shall be calculated on a 360-day year based on actual days elapsed and shall
be payable monthly on the outstanding principal balance due and owing from
time to time.
Interest accruing at the LIBOR Rate during any Interest Period shall be
payable on the last Business Day of each month of each such then current
Interest Period. Interest accruing at the Prime Rate during any Interest
Period shall be paid monthly in arrears on the last day of each month,
commencing the last day of the first month of the following the commencement
of the Prime Rate Interest Period and on the last day of each month thereafter
during such Interest Period.
In no event shall the amount of interest due or payments made in the nature of
interest payable hereunder exceed the maximum rate of interest allowed by
applicable law, as amended from time to time, and in the event any such
payment is paid by the Borrower or received by the Lender, then such excess
sums shall be credited as a payment of principal, unless the Borrower shall
notify the Lender, in writing, that the Borrower elects to have such excess
sum returned to it forthwith.
The principal shall be fully due and payable exactly two years from the date
of this Note ("Final Maturity Date").
Payments shall be first applied to interest and secondly to principal, except
as may be specifically set forth herein or in the Loan Documents.
This Note evidences borrowings in the principal amount of THREE MILLION
DOLLARS ($3,000,000.00) but notwithstanding such expression, the actual
indebtedness from time to time evidenced hereby shall be the sum of all
advances made by Lender to the Borrower hereunder, less the aggregate amount
of all principal repayments made under said Note by the Borrower to the
Lender, it being the intent hereof and the purpose of said Loan and Note to
provide a revolving line of credit which the Borrower may draw against and
which Lender will advance from time to time and which the Borrower may repay
in whole or in part from time to time and again draw against, so that the
principal amount outstanding thereunder may fluctuate in accordance with such
advances and repayments, but the aggregate principal amount outstanding under
the Note shall not at any time exceed the principal sum of THREE MILLION
DOLLARS ($3,000,000.00). The Borrower, in the event of partial prepayment,
and if not in default, shall have the right to again borrow from Lender under
this Note up to the maximum principal amount of THREE MILLION DOLLARS
($3,000,000.00). Provided, however, the Borrower's right to draw shall be
restricted by the terms and conditions of the Loan Documents, which are hereby
incorporated herein by reference.
In the event that state documentary stamp taxes in excess of those required to
be paid upon the full amount of THREE MILLION DOLLARS ($3,000,000.00), are
deemed to be owed to the State of Florida, the undersigned agrees to hold
Lender harmless from and against any and all of the costs involved in paying
the additional documentary stamps and any penalties or interest required to be
paid thereon, and the undersigned agrees to pay to Lender the full amount paid
by Lender to the State of Florida as additional documentary stamps, penalties,
costs and/or interest.
This Note may be prepaid in whole or in part at any time in accordance with
the terms and conditions of the Loan Documents. Any prepayments shall be
applied to the last installments due hereunder.
From time to time, without notice to Endorsers, this Note may be extended or
renewed in whole or in part, or additional sums may be advanced to the
Borrower; and/or the rate of interest thereon may be changed or fees in
consideration of loan extensions may be imposed and any related right or
security therefor may be waived, exchanged, surrendered or otherwise dealt
with and any of the acts mentioned in this Note may be done, all without
affecting the liability of the Borrower, Co-Borrowers, or Endorsers, each of
whom agree to remain liable under and pursuant to the terms and tenor of this
Note, as it may be extended, renewed, increased, modified, etc., until the
debt represented thereby is actually paid in full to the Lender. The release
of any person liable upon or in respect of this Note shall not release any
other person. Each of the Borrower, Co-Borrowers, and Endorsers hereby waive
presentment, demand of payment, protest and notice of non-payment and of
protest, and notice of acceleration on maturity or default, and any and all
other notices and demands whatsoever (except as specifically required herein)
and agree to be jointly and severally liable for the obligations herein.
This Note is secured by a Loan and Security Agreement, Financing Statement(s),
and such other security or supporting documents as are executed in conjunction
with it (the "Loan Documents") between the Borrower and Lender on the
Collateral as defined in the Loan and Security Agreement. This Note and the
Lender are entitled to all of the benefits provided for in the Loan Documents
or referred to within them, to which Loan Documents reference is hereby
specifically made and they are hereby incorporated herein by reference for a
statement of the terms and conditions under which the due date of this Note
may be accelerated.
Time is of the essence of this obligation. If any installment or payment is
not received on or before the 10th day following the installment due date, the
Borrower agrees to pay a delinquency and collection charge of five cents
($.05) per dollar of the installment then due, in addition to the amount of
said installment.
In the event of either a failure to pay any monetary sum when due, and the
amount due remains unpaid for a period of ten (10) days following its due
date, or an occurrence of any default as defined under the Loan Documents, the
principal sum above mentioned or any balance remaining unpaid shall be
immediately due and payable from the Borrower to the Lender without further
notice, together with all interest, all just and reasonable expenses, costs
and disbursements, including a reasonable attorney's fee, whether incurred for
suit enforcement, protection of the collateral or collection, whether or not
suit be brought, such attorney's fees to include those incurred in appellate
and Bankruptcy proceedings, if any. Notice, when required, shall be deemed
to have been made upon deposit in the United States mails by the Lender to the
Borrower, at the address shown beneath the signatures undersigned.
In the event this Note is accelerated pursuant to a failure to timely pay or
perform, then the entire unpaid principal shall bear interest at the maximum
rate permitted by applicable law as changed from time to time from the time
that payment or performance should have occurred.
The remedies of the Lender, as provided herein or in the Loan and Security
Agreement or any other Loan Documents, shall be cumulative and concurrent, and
may be pursued singularly, successively or together, at the sole discretion of
the Lender, and may be exercised as often as occasion therefore shall arise.
No act of omission or commission of the Lender, including specifically any
failure to exercise any right, remedy or recourse, shall be deemed to be a
waiver or release of the same, such waiver or release to be affected only
through a written document executed by the Lender and then only to the extent
specifically recited therein. A waiver or release with reference to any one
event shall not be construed as continuing waiver or as a bar to call a
default to a subsequent event.
A default in the terms and conditions of any other obligation of the Borrower
to the Lender of whatever nature or kind, including but not limited to this
obligation, shall constitute a default of the terms and conditions of the
obligations set forth in this Note. Likewise, any default in the terms and
conditions of this Note shall be and constitute a default under the terms and
conditions of any other obligation owed by the Borrower to the Lender. Upon
such default, any of the Borrower's checking, savings monies, or other
deposits deposited with the Lender shall be immediately and irrevocably
assigned to the Lender to apply to the obligations of the Borrower in any
manner the Lender deems necessary.
Where applicable, the term Lender shall include any subsequent or successor
holder of this Note and the Loan Documents.
For and in consideration of the funding of this Note by the Lender or any
renewal or extension thereof, should any occur, the undersigned Borrower
hereby agrees to cooperate or to re-execute any and all Loan Documents deemed
necessary or desirable in the Lender's discretion, in order to correct or to
adjust for any clerical errors or omissions contained in any document executed
in connection with the loan.
WAIVER OF JURY TRIAL. BY THE EXECUTION HEREOF, BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY AGREES THAT:
(A) NEITHER THE BORROWER NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL
REPRESENTATIVE OF THE SAME SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING,
COUNTERCLAIM, OR ANY OTHER LITIGATION OR PROCEDURE ARISING FROM OR BASED UPON
THIS PROMISSORY NOTE, ANY OTHER LOAN AGREEMENT OR ANY LOAN DOCUMENT
EVIDENCING, SECURING OR RELATING TO THE OBLIGATIONS OR TO THE DEALINGS OR
RELATIONSHIP BETWEEN OR AMONG THE PARTIES THERETO;
(B) NEITHER THE BORROWER NOR THE LENDER WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED;
(C) THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE
PARTIES HERETO AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS;
(D) NEITHER THE BORROWER NOR THE LENDER HAS IN ANY WAY AGREED WITH OR
REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT
BE FULLY ENFORCED IN ALL INSTANCES; AND
(E) THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO ENTER INTO THIS
TRANSACTION.
THE UNDERSIGNED ACKNOWLEDGE THAT THE LOAN EVIDENCED HEREBY IS FOR COMMERCIAL
PURPOSES ONLY AND NOT FOR PERSONAL FAMILY OR HOUSEHOLD PURPOSE.
Florida Documentary stamps are exempt from this transaction in accordance with
FAC Section 12B-4.053(34) as the Note herein was executed and delivered by the
Borrower to the Lender outside the State of Florida.
TECHNOLOGY RESEARCH CORPORATION
A Florida corporation
By: /s/ Scott J. Loucks
Scott J. Loucks
Its CFO
Address: 5250 140th Avenue North
Clearwater, Florida 33760
TECHNOLOGY RESEARCH CORPORATION/HONDURAS, S. A. de C. V.
By: /s/ Scott J. Loucks
Scott J. Loucks
Its Secretary
Address: C/o Technology Research Corporation
5250 140th Avenue North
Clearwater, Florida 33760
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