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 June 30, 2002
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 July 31, 2002
Common stock, $.51 par value 5,437,497
TABLE OF CONTENTS
Part I - Financial Information Page
Condensed Consolidated Balance Sheets
- June 30, 2002 and March 31, 2002.................................. 1
Condensed Consolidated Statements of Income
- Three months ended June 30, 2002 and June 30, 2001................ 2
Condensed Consolidated Statements of Cash Flows
- Three months ended June 30, 2002 and June 30, 2001................ 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... 8
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 Security Holders............. 8
Item 5 - Other Information............................................... 8
Item 6 - Exhibits and Reports on Form 8-K................................ 8
Signatures............................................................... 9
Certification........................................................... 10
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30 March 31
2002 2002
----------- ---------
ASSETS (unaudited) *
Current assets:
Cash and cash equivalents $ 585,603 1,163,099
Accounts receivable, net 2,645,748 2,516,603
Inventories:
Raw material 2,932,142 3,130,889
Work in process 470,213 190,348
Finished goods 1,369,626 1,477,494
---------- ----------
Total inventories 4,771,981 4,798,731
Prepaid expenses 368,485 97,720
Deferred income taxes, net 210,718 271,569
---------- ----------
Total current assets 8,582,535 8,847,722
---------- ----------
Property, plant, and equipment 9,650,735 9,493,313
Less accumulated depreciation 5,962,260 5,795,667
---------- ----------
Net property, plant, and equipment 3,688,475 3,697,646
---------- ----------
Non-current deferred income taxes, net 162,861 162,861
Other assets 40,501 58,708
---------- ----------
$ 12,474,372 12,766,937
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 702,239 551,300
Accrued expenses 274,651 293,422
Dividends payable 68,991 68,804
---------- ----------
Total current liabilities 1,045,881 913,526
Long-term debt - 500,000
Deferred income - long term 50,000 50,000
---------- ----------
Total liabilities 1,095,881 1,463,526
---------- ----------
Stockholders' equity:
Common stock 2,784,088 2,784,088
Additional paid-in capital 7,526,472 7,526,472
Retained earnings 1,108,076 1,032,996
---------- ----------
11,418,636 11,343,556
Treasury stock (40,145) (40,145)
---------- ----------
Total stockholders' equity 11,378,491 11,303,411
---------- ----------
$ 12,474,372 12,766,937
========== ==========
See accompanying notes to condensed consolidated financial statements.
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TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three Months Ended
June 30
2002 2001
---------- ----------
Operating revenues:
Net sales $ 3,837,780 4,078,037
Royalties 17,538 29,316
---------- ----------
3,855,318 4,107,353
---------- ----------
Operating expenses:
Cost of sales 2,597,272 2,985,645
Selling, general, and administrative 785,780 824,964
Research, development and engineering 285,056 263,145
---------- ----------
3,668,108 4,073,754
---------- ----------
Operating income 187,210 33,599
---------- ----------
Other income (deductions):
Interest and sundry income 4,249 879
Interest expense (1,153) (31,692)
---------- ----------
3,096 (30,813)
---------- ----------
Income before income taxes 190,306 2,786
Income taxes 60,851 696
---------- ----------
Net income $ 129,455 2,090
========== ==========
Basic earnings per share $ 0.02 0.00
========== ==========
Weighted average number of common
shares outstanding 5,437,497 5,437,497
========== ==========
Diluted earnings per share $ 0.02 0.00
========== ==========
Weighted average number of common
and equivalent shares outstanding 5,466,946 5,448,004
========== ==========
Dividends paid $ .01 .01
========== ==========
See accompanying notes to condensed consolidated financial statements.
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TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
June 30
2002 2001
---------- ----------
Cash flows from operating activities:
Net income $ 129,455 2,090
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 237,708 220,372
Decrease (increase) in accounts receivable (129,145) 121,891
Decrease in inventories 26,750 81,786
Decrease in income taxes receivable - 198,282
Increase in prepaid expenses, net (270,765) (103,160)
Decrease (increase) in deferred income taxes 60,851 15,250
Decrease (increase) in other assets 18,207 (11,644)
Increase (decrease) in accounts payable 150,939 (497,070)
Decrease in accrued expenses (18,771) (87,456)
Decrease in deferred income - (5,883)
---------- ----------
Net cash provided by (used in)
operating activities 205,229 (65,542)
---------- ----------
Cash flows from investing activities:
Capital expenditures (228,537) (33,058)
---------- ----------
Net cash used in investing activities (228,537) (33,058)
---------- ----------
Cash flows from financing activities:
Borrowings (principal payments) on long-term debt (500,000) 200,000
Dividends paid (54,188) (54,321)
---------- ----------
Net cash provided by (used in)
financing activities (554,188) 145,679
---------- ----------
Increase (decrease) in cash and cash equivalents (577,496) 47,079
Cash and cash equivalents at beginning of period 1,163,099 184,772
---------- ----------
Cash and cash equivalents at end of period $ 585,603 231,851
========== ==========
See accompanying notes to condensed consolidated financial statements.
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TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
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 three-month period ended June 30, 2002,
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. For the quarter ended June 30, 2002,
372,250 shares were considered anti-dilutive for purposes of calculating
earnings per share.
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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 Three Months Ended June 30, 2002 versus Three Months Ended
June 30, 2001
The Company's operating revenues (net sales and royalties) for the first
quarter ended June 30, 2002 were $3,855,318, compared to $4,107,353 reported in
the same quarter last year, a decrease of approximately 6%. Net income for the
current quarter was $129,455, compared to $2,090, for the same quarter last
year. Basic and diluted earnings for the current period were $.02 per share
compared to basic and diluted earnings of $.00 per share for the same quarter
last year.
The improvement in net income for the Company's first quarter ended June 30,
2002, compared to the prior year's quarter, was primarily due to increased
gross profit margins and lower interest expense. The Company became debt-free
in the first quarter by paying down the remaining $500,000 on its line of
credit, reducing debt in total by $1,950,000 over the past twelve months. The
Company was able to reduce its debt through earnings and inventory reduction.
All of the Company's $3,000,000 line of credit is now available for use.
For the period ended June 30, 2002, commercial sales decreased by $515,498,
military sales improved by $275,241 and royalty income was down by $11,778
compared to the prior year's quarter. The decrease in commercial sales was
primarily due to competitive pressures and the current weakness in the global
economy, which the Company believes will continue to affect commercial sales in
the foreseeable future. Military sales remained strong throughout the first
quarter due to direct military shipments of spare parts for existent systems
and due to sub-contractor shipments of control devices related to the Tactical
Quiet Generator (TQG) programs.
The market for the Company's Fire Shield(R) products continues to develop. As
previously reported, the 2002 National Electrical Code now requires that room
air conditioners be manufactured with cord fire prevention, which the Company's
Fire Shield cord set provides. Underwriters Laboratories recently implemented
this requirement into its product standard for room air conditioners to become
effective in August 2004. The Company expects to play a major role in this
newly developed marketplace. Also, the Company recently introduced its Fire
Shield Power Surge Strip to several major retailers, and the Company expects
shipments of initial stocking quantities to begin in early Fall. In addition,
the Company expects royalties of approximately $50,000 to be generated from
Fire Shield licensed technology during its current fiscal year. Although Fire
Shield product sales were not material as a percentage of the Company's total
revenues during the quarter, the Company continues to believe that its Fire
Shield technology represents its most significant opportunity for growth.
- 5 -
The Company's gross profit margin on net sales was 32% for the current quarter
and 27% for the same quarter last year reflecting improved manufacturing
productivity and higher military sales as a percentage of total sales.
Selling, general and administrative expenses for the current quarter were
$785,780, compared to $824,964 in the same quarter last year, a decrease of
approximately 5%, reflecting lower salary related expenses of $40,719 and an
increase of other expenses of $1,535. Selling expenses were $459,927 for the
current quarter, compared to $477,252 the same quarter last year, a decrease of
approximately 4%. General and administrative expenses were $325,853, compared
to $347,712 in the same quarter last year, a decrease of approximately 6%.
Research, development and engineering expenses for the current quarter were
$285,056, compared to $263,145 for the same quarter last year, an increase of
approximately 8%, The increase was related to the Company re-qualifying its
portable GFCI products with Underwriters Laboratories ("UL"). As previously
reported in the Company's Fiscal Year 2002 Form 10-K, on November 1, 2001, UL
announced that it would toughen the test standard for portable GFCI devices as
a result of a National Electrical Manufacturers Association ("NEMA") sponsored
investigation of the long term performance and installations of GFCI Dual
Outlet Receptacles across the United States. All of the Company's GFCI
devices will need to be re-tested and re-certified by January 1, 2003,
according to the present UL timetable. The re-certification will test for
1) expanded surge requirements, 2) new requirements for moisture and corrosion,
and 3) new requirements for reverse line-load miss wiring. The risk to the
Company is that certain products may not be certified by the January 1, 2003
deadline thereby impacting sales of those products until re-certification is
completed.
Interest and sundry income, net of interest expense, was $3,096 for the
current quarter, compared to interest expense, net of interest and sundry
income of ($30,813) for the same quarter last year, reflecting lower interest
expense due to the Company reducing borrowings on its line of credit.
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 June 30, 2002, the Company's cash and cash equivalents decreased to
$585,603 from the March 31, 2002 total of $1,163,099. Cash provided by
operating activities was $205,229, cash used in investing activities was
$228,537 and cash used in financing activities was $554,188, giving a total
decrease of $577,496.
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Cash provided by operating activities was primarily due to net income of
$129,455, depreciation in the amount of $237,708, an increase in accounts
payable of $150,939, and a decrease in inventory and deferred income taxes of
$26,750 and $60,851, respectively, offset to some extent by an increase in
accounts receivable and prepaid expenses of $129,145 and $270,765,
respectively. The increase in accounts receivable was primarily the result of
four slow-paying customers, which the Company believes will be collected within
the next quarter. The increase in prepaid expenses was the result of up front
payments by the Company for its one year Honduran facility lease and for its
commercial property and casualty insurances.
Cash used in investing activities was related to purchases of capital equipment
only. The Company's capital expenditures were $228,537 in the first quarter
ended June 30, 2002 compared to $33,058 in the prior year's quarter. Increased
capital expenditures were due to the following: 1) the Company purchasing a
375 ton molding press to further vertically integrate its plastic parts
requirements; and 2) the Company tooling for several new and existing products
to be manufactured at the Company's contract manufacturer in China.
Cash used in financing activities was primarily due to the Company's repayment
of its line of credit in the amount of $500,000 and the Company's payment of
its quarterly cash dividend in the amount of $54,188.
On December 24, 2001, the Company renewed its $3,000,000 revolving credit loan
with its institutional lender, extending the maturity date to December 14,
2003. 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 175 basis points. The Company is currently using the
L.I.B.O.R. option. The loan is collateralized with a perfected first security
interest on all of its accounts receivable and inventories, and a blanket
security interest on all of its assets. The Company continues to operate well
within all the covenants of the loan agreement. The Company was debt-free as
of June 30, 2002, compared its line of credit balance of $500,000 as of
March 31, 2002. The Company has no off-balance sheet arrangements and no debt
relationships other than what is noted above.
The Company's working capital decreased by $397,542 to $7,536,654 at
June 30, 2002, compared to $7,934,196 at March 31, 2002. The decrease was
primarily due to the Company's reduction of its line of credit, as noted above;
however, the Company has all of its $3,000,000 line of credit now available for
use. 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 Company's earnings before interest, income taxes, depreciation and
amortization ("EBITDA") was $526,795, or $.10 per share, for the first quarter
ended June 30, 2002, compared to $349,486, or $.06 per share, for the prior
year's quarter. The Company wishes to present its EBITDA results as an
indication of its liquidity and should not be interpreted as earnings.
The record date for the Company's first fiscal quarter dividend of $.01 per
share was June 28, 2002, and the Company paid that dividend on July 19, 2002.
- 7 -
Item 3. Quantitative and Qualitative Disclosure Regarding Market Risk
The Company has no derivative securities as of June 30, 2002. The Company's
exposure to market risk for changes in interest rates would relate primarily to
the Company's debt obligations due to its variable LIBOR Rate pricing; however,
the Company has no debt obligations as of June 30, 2002.
Forward Looking Statements
Some of the statements in this report constitute forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995 and
the Securities Exchange Act of 1934. These statements related to future
events, other future financial performance or business strategies, and may be
identified by terminology such as "may," "will," "should," "expects,"
"scheduled," "plans," "intends", "anticipates," "believes," "estimates,"
"potential," or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions, and actual events or
results may differ materially. In evaluating these statements, you should
specifically consider the factors described throughout this report. Such key
factors include, but are not limited to, the acceptance of any new products,
such as "Fire Shield", into the marketplace, the effective utilization of the
Company's Honduran manufacturing facility, changes in manufacturing
efficiencies and the impact of competitive products and pricing. The Company
cannot be assured that future results, levels of activity, performance or goals
will be achieved, and the Company disclaims any obligation to revise any
forward-looking statements subsequent to events or circumstances or the
occurrence of unanticipated events.
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)
August 14, 2002 /s/ Scott J. Loucks
___________________________ __________________________________
Date Scott J. Loucks
Chief Financial Officer,
(principal financial, accounting and
Duly Authorized Officer)
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