<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, CD 20549
Form 10-QSB Quarterly or Transitional Report
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED June 30, 1999
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
Commission File No. 2-97732
TECHNOLOGY GENERAL CORPORATION
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(Exact name of Small Business Issuer in its charter)
New Jersey 22-1694294
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(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12 Cork Hill Road, Franklin, New Jersey 07416
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (973) 827-4143
Indicated by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes /X/ No / /
As of June 30, 1999, the Registrant had 5,608,848 shares of Common Stock
outstanding and 127,839 shares of Class A Common Stock outstanding.
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TECHNOLOGY GENERAL CORPORATION
INDEX
Page No.
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Part 1. Financial Information
Item 1. Consolidated Financial Statement (unaudited) 3
Consolidated Balance Sheet - June 30, 1999
Consolidated Statement of Operations
For the three months ended
June 30, 1999 and 1998 4
Consolidated Statement of Cash Flows
For the three months ended
June 30, 1999 and 1998 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 7 - 8
Signatures 9
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TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATATED BALANCE SHEET
(UNAUDITED)
JUNE 30,1999
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<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 763,701
Accounts receivable, net of allowance for doubtful
accounts of $5,000 415,136
Inventories 376,372
Deferred tax asset 12,000
Prepaid expenses and other current assets 86,459
-----------
Total current assets 1,653,668
PROPERTY, PLANT AND EQUIPMENT, net
2,225,488
OTHER ASSETS:
Deferred tax asset 269,000
Other 88,196
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Total other assets 357,196
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$ 4,236,352
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LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 204,284
Accounts payable and accrued expenses 328,969
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Total current liabilities 533,253
LONG - TERM DEBT:
Long-term obligations, net of current maturities 1,719,754
Reserve for contingency 306,000
Security deposits 74,316
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Total long - term debt 2,100,070
STOCKHOLDERS' EQUITY:
Common stock,$.001 par value, 1 vote per share,
authorized 30,000,000 shares,issued 5,490,228 shares,
outstanding 5,489,448 shares 5,572
Class A common stock,$.001 par value, .1 vote per share,
authorized 15,000,000 shares, issued and outstanding 158,839 shares 167
Additional paid-in-capital 2,399,083
Accumulated deficit (799,617)
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1,605,205
Less treasury stock, at cost, 780 shares (2,176)
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Total stockholders' equity 1,603,029
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$ 4,236,352
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</TABLE>
See accompanying notes to consolidated financial statements
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TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
June 30
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1999 1998
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<S> <C> <C>
REVENUES:
Product sales $ 609,219 $ 570,621
Rentals 180,831 180,743
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790,050 751,364
COSTS AND EXPENSES:
Cost of product sales 368,177 384,269
Cost of rentals 98,951 112,427
Selling,general and administrative expenses 323,604 298,100
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790,732 794,796
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INCOME (LOSS) FROM OPERATIONS (682) (43,432)
OTHER INCOME (EXPENSE):
Interest expense (3,869) (823)
Interest Income 6,515 7,889
Other 3,482 445
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6,128 7,511
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NET EARNINGS (LOSS) $ 5,446 $ (35,921)
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</TABLE>
See accompanying notes to consolidated financial statements
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TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 1999 AND 1998 Increase
(Decrease) in Cash and Cash Equivalents
Unaudited
<TABLE>
<CAPTION>
Three Months Ended
June 30
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1999 1998
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income(loss) $ 5,446 $ (35,921)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 47,140 34,893
Changes in operating assets and liabilities:
(increase)in accounts receivable (35,122) (5,566)
(increase) decrease in inventories (11,480) 43,461
(increase) decrease in prepaid assets and other current assets 6,046 (4,300)
(increase) decrease in other assets 3,011 (31,533)
(increase) decrease in accounts payable and accrued expenses 7,912 53,966
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NET CASH PROVIDED BY OPERATING ACTIVITIES 22,953 55,000
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (103,910) (41,096)
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NET CASH USED IN INVESTING ACTIVITIES (103,910) (41,096)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (336) 0
Proceeds from issuance of notes payable 6,850 38,430
Principal payments on long-term debt (48,801) (15,519)
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (42,287) 22,911
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INCREASE IN CASH AND CASH EQUIVALENTS (123,244) 36,815
CASH AND CASH EQUIVALENTS, beginning of period 886,945 804,090
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CASH AND CASH EQUIVALENTS, end of period $ 763,701 $ 840,905
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</TABLE>
See accompanying notes to consolidated financial statements
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<PAGE>
TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
COMMITMENTS AND CONTINGENCIES
On September 1, 1994, the Company received a memorandum from the United
States Justice Department outlining proposed settlement terms relating to toxic
chemical contamination at a site formerly occupied by a subsidiary of the
Company. The memorandum stipulated that the Untied States Government (U.S.G.)
would receive $25,000 upon the execution of the settlement, $206,000 payable
over five years, and a balloon payment of $150,000 payable in five years. In
addition, the U.S.G. would receive 60 percent of the net rental income derived
from the property and 60 percent of the net proceeds from the sale of the
property. The Company has requested a re-negotiation of the settlement terms.
In March of 1997, the Company made a counter-proposal to the U.S.G.
seeking reduction in the proposed terms for restoration expenditures incurred by
the Company resulting from severe zoning changes following the cleanup phase. As
of June 30, 1999, the Company's expenditures to accommodate code changes in
order to permit re-occupancy of the premises were approximately $200,000. At
June 30, 1999, this counter-proposal was being evaluated by the U.S.G. In the
event of an unfavorable resolution to this matter, the Company could experience
a material adverse effect on its financial position, results of operations and
cash flows and may have no alternative means by which to finance such resolution
other than to sell certain of its assets to meet its obligation resulting from
the ultimate resolution.
In July of 1997, the New Jersey Department of Environmental Protection
(D.E.P.) instituted suit against the Company related to toxic chemical
contamination at the site mentioned in the preceding paragraphs. The civil
action is brought pursuant to the Spill Compensation and Control Act (Spill
Act), whereby the D.E.P. seeks to recover costs which it has expended and
intends to expend in the future for the cleanup of the hazardous substances.
As of July, 1997, the D.E.P. had incurred costs in excess of $1,150,000
and is attempting to recover an amount equal to three times the cleanup costs
incurred, and to be incurred, in accordance with a provision in the Spill Act.
The litigation is now in the discovery process, and the ultimate outcome of such
litigation cannot be determined at the present time. In the event of an
unfavorable resolution to this matter, the Company could experience a material
adverse effect on its financial position, results of operations and cash flows
and may have no alternative means by which to finance such resolution other than
to sell certain of its assets to meet its obligation resulting from the ultimate
resolution.
At June 30, 1999, the Company has accrued $444,000 which management
believes will be sufficient to satisfy any liabilities which may result in
connection with the settlement of the above mentioned matters.
In addition to the above, the Company is party to various lawsuits and
claims arising in the ordinary course of business. While the ultimate effects of
such ligigation cannot be determined at the present time, it is management's
opinion, based on the advice of legal counsel, that any liabiilties which may
result from these actions would not have a material effect on the Company's
ability to operate.
YEAR 2000 COMPLIANCE
The Company anticipates the expenditure of approximately $75,000 towards the
purchase of hardware, software, installation and the training of personnel. The
new system is expected to be fully operational by October 1999.
6
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Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
For the three-month period ended June 30, 1999, Technology General
Corporation and subsidiary had consolidated revenues of $790,050 and a net
income of $5,446. Technology General Corporation, operating individually as a
holding company managing the various operating segments, does not generate
significant revenue other than allocating management expenses to the operating
entities and leasing space to two tenants.
The Eclipse and Clawson Divisions operate in combination with each
other, and total sales for the three-month period amounted to $244,831 and
$115,723 respectively, for a total of $360,554. The comparable sales for the
quarter ended June 30, 1998 were $231,892 for Eclipse and $93,074 for Clawson
for a total of $324,966, a combined increase in sales of $35,588 in 1999.
Clawson Machine's ice crushing products featuring the patented "Plus
Crusher* are used in conjunction with major ice cube machines, primarily
Scotsman, Manitowoc, Crystal Tips and Ice-O-Matic. This system provides an
in-line means to intercept the flow of ice cubes in order to process them into
crushed ice during each ice cube harvest cycle. This device, which is installed
as an integral part of each ice cube machine, is used predominately by hotels
and restaurants where large volumes of crushed ice are required.
Clawson Machine has received recognition form the National Sanitation
Foundation (N.S.F.) for improvements of its various machines used primarily for
crushing ice applicable to hotels and restaurants. N.S.F. approval is becoming a
mandatory requirement throughout various parts of the country for machines used
in the processing of foods and liquids to assure maintenance of sanitary
conditions. Clawson is one of a few manufacturers in its category who has been
awarded this distinction.
Eclipse System's sales for the three-months ended June 30, 1999,
increased $12,939 from the comparable period for 1998. Management expects sales
to continue to increase as a result of the introduction of a new line of
industrial mixers. The division has recently designed and developed a special
line of chemical mixers, which are expected to generate increased sales in the
air-driven mixer market.
The Precision Metalform Division reported sales for the three-months
ended June 30, 1999 and 1998 of $248,665 and $245,654 respectively. Management
anticipates that sales for the balance of the year are expected to increase in
the writing instrument field whereas cosmetic sales are expected to remain
stable. Precision Metalform, along with the Company's other operating divisions,
has taken positive steps to reduce its general and administration overhead,
including efforts to reduce inventories to conserve cash flow.
Transbanc International Investors Corporation, a wholly owned
subsidiary, is a real estate holding company, which leases its 107,000 square
foot building to five (5) industrial tenants. Total rental revenue for the
three-months ended June 30, 1999 amounted to $137,938, an increase of $7,047
compared to the three-months ended June 30, 1998. Management anticipates a
modest increase in revenue from this facility resulting from modified leases for
an extended period of time.
The Company's Aerosystems Technology Division owns a 24,000 square foot
industrially zoned building situated on 22 acres located in Franklin, New
Jersey, of which 3.5 acres were subject of an E.P.A. Superfund cleanup. This
property has been fully restored and is presently occupied by two (2) tenants.
Rental revenue for the three-month period ended June 30, 1999 totaled $7,257
compared to $12,300 for the comparable 1998 period, a decrease of $5,043.
7
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LIQUIDITY
As of June 30, 1999 current assets amounted to $1,653,668 and current
liabilities totaled $533,253, reflecting a working capital of $1,120,415 and a
current ratio of 3.10 to 1. There was a decrease in cash flow of $123,244 for
the current three-month period.
RESULTS OF OPERATIONS
PRODUCT SALES. Technology General Corporations' manufacturing segment
generated sales of $609,219 for the three-month period ended June 30, 1999.
RENTAL SALES. Total consolidated rental billings for the three-month
period ended June 30, 1999 amounted to $180,831, an increase of $88 over the
same period for 1998.
GROSS MARGIN. The consolidated gross profit margin for the three-months
ended June 30, 1999, was 41 percent.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These expenses as a
percent of net sales were approximately 41 percent for the three- months ended
June 30, 1999.
INTEREST. Total Interest Expense for the three-months ended June 30,
1999 amounted to $36,712 of which $32,843 is reflected under "Cost of Rentals"
and the remainder of $3,869 is shown as a separate line item within "Other
Income (Expense)".
NET INCOME/LOSS. The net income for the three-months ended June 30,
1999 amounted to $5,446, an increase of $41,637 compared to the net loss of
$35,921 for the period ending June 30, 1998. The $41,367 increase is due mainly
to revenues increasing $38,686 while costs and expenses remained unchanged.
8
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: September 24, 1999 TECHNOLOGY GENERAL CORPORATION
BY:
-----------------------------------
Charles J. Fletcher
President, Chief Executive Officer
Chairman of the Board
BY:
-----------------------------------
Helen S. Fletcher
Secretary/Treasurer
9
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements found on pages 3 and 4 of the Company's Form
10-QSB for the three-months ended June 30, 1999 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 763,701
<SECURITIES> 0
<RECEIVABLES> 420,136
<ALLOWANCES> 5,000
<INVENTORY> 376,372
<CURRENT-ASSETS> 1,653,668
<PP&E> 6,248,754
<DEPRECIATION> 4,023,266
<TOTAL-ASSETS> 4,236,352
<CURRENT-LIABILITIES> 533,253
<BONDS> 1,566,817
0
0
<COMMON> 5,739
<OTHER-SE> 1,597,290
<TOTAL-LIABILITY-AND-EQUITY> 4,236,352
<SALES> 609,219
<TOTAL-REVENUES> 790,050
<CGS> 368,177
<TOTAL-COSTS> 790,732
<OTHER-EXPENSES> (9,997)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,869
<INCOME-PRETAX> 5,446
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,446
<EPS-BASIC> (.001)
<EPS-DILUTED> (.001)
</TABLE>
