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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
{X} ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended July 31, 2003
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File Number: 0-13011
TNR TECHNICAL, INC.
(Exact name of Registrant as specified in its charter)
New York 11-2565202
-------- ----------
(State of jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
301 Central Park Drive
Sanford, Florida 32771
- ---------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (407) 321-3011
--------------
Securities registered pursuant to Section 12(b) of the Act:
- --------------------------------------------------------------------------------
None
----------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.02 Par Value
---------------------------------------------------------------------
(Title of Class)
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 ___.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ ].
As of September 30, 2003, the number of shares held by non-affiliates was
approximately 129,000 shares. The approximate market value based on the last
sale (i.e. $15.75 per share) of the Company's Common Stock on that date (or the
last previous date that the stock traded) held by non-affiliates was $2,031,750.
The number of shares outstanding of the issuer's Common Stock, as of September
30, 2003 was 267,528.
1
PART I
Item 1. Business
General
TNR Technical, Inc. (the "Company") was incorporated on October 4, 1979
under the laws of the State of New York. The Company designs, assembles and
markets primary and secondary batteries to a variety of industrial markets. The
Company is an authorized distributor for several major battery manufacturers,
which products are distributed nationally by the Company. The Company's business
is conducted principally at its two facilities in Sanford, Florida and Santa
Ana, California.
The Company is an authorized distributor of nickel-cadmium, Ni-MH,
alkaline, lithium and sealed lead acid batteries manufactured by Saft America,
Power-Sonic Battery, Varta Battery, Enersys, Duracell, Renata, GP Battery,
Eveready Battery and Sanyo Energy. As an authorized distributor, the Company
purchases cells, assembles them into battery packs and maintains inventory for
resale. The Company sells its battery cells and/or battery packs to the original
equipment manufacturers and wholesalers without geographical limitation and on a
non-exclusive basis. The Company also designs and assembles battery packs to
customers' specifications. The Company's batteries have applications in electric
mobility, instruments, pay phones, cordless phones, laptops, surveying
equipment, radio control hobby, alarms, cameras, U.P.S., door locks, medical
equipment, and lighting.
Sales under industrial and distribution programs accounted for
substantially all of the Company's total revenues during the Company's past
three fiscal years and no one customer accounted for 10% or more of the
Company's total revenues during these years. At July 31, 2003 and 2002, the
Company had no significant backlog.
Competition
There are numerous companies producing and marketing batteries which
compete with those sold by the Company, including larger companies, battery
manufacturers and companies with a wider range of products and greater financial
and technical resources than the Company. It should be noted that the Company's
products and proposed products are technological in nature and that modern
technology often progresses rapidly. Accordingly, the Company's present and
proposed products are subject to the risk of obsolescence because of
technological innovation by competitors.
2
Employees
At September 30, 2003, the Company leases from a non-affiliated party
its staff which includes 26 persons. Such staff includes nine salespersons
(including two executive officers), two accounting and administrative staff, two
warehouse and shipping clerks and 13 production workers. For a fee which is paid
by the Company, the leasing company provides the payroll, 401(k) plan and health
insurance. The Company's agreement with the leasing company can be terminated on
short notice at any time by the Company.
Item 2. Properties
The Company's principal executive office, sales, distribution and
assembly facility is located at 301 Central Park Drive, Sanford, Florida 32771.
These facilities, which consist of approximately 8,000 square feet of space, are
leased from RKW Holdings Ltd., a Florida Limited Partnership, controlled by
Wayne Thaw, an executive officer and director of the Company. The Florida lease
provides for a term of ten years with a current monthly rent of $7,503
(including sales taxes) with annual increases of five percent over the preceding
year's base rent. The Company is also responsible for the payment of all
insurance, property, and other taxes related to the leased facilities. Property
taxes estimated at $850 per month, inclusive of sales taxes, are accrued on a
monthly basis.
The Company also leases from Grove Investment Company, a
non-affiliated company, a sales, distribution and assembly facility at 3400 W.
Warner, Suites K, L and M, Santa Ana, CA 92704. These facilities consist of
6,480 square feet of space. The California lease commenced on July 1, 2000 and
expires on June 30, 2006. The Company currently pays a base rent of $5,184 per
month, which is subject to increase for its share of the landlord's increased
operating expenses. The Company owns production equipment consisting primarily
of welding, soldering, testing, pneumatic and material handling equipment, and
inspection equipment which has been sufficient for its needs to date.
Item 3. Legal Proceedings
There are no material legal proceedings to which the Company is a
party.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the
fourth quarter of fiscal 2003.
3
PART II
Item 5. Market for Registrant's Securities and Related Stockholder Matters.
Principal Market and Stock Prices.
The Company's Common Stock may be quoted in the over-the-counter
market. The high and low sales prices of the Common Stock are shown below for
the Company's last two fiscal years ended July 31, 2003.
High Low
---- ---
Fiscal 2002
- -----------
First Quarter $6.90 $6.90
Second Quarter 9.25 6.80
Third Quarter 9.00 7.20
Fourth Quarter 10.25 7.80
Fiscal 2003
- -----------
First Quarter $11.00 $8.50
Second Quarter 13.50 9.05
Third Quarter 12.00 9.50
Fourth Quarter 17.00 11.50
The closing last sale of the Company's Common Stock on July 25, 2003
was $15.00, which was the last date that the Company's stock traded before its
fiscal year ended July 31, 2003. The foregoing quotations represent
approximately inter-dealers prices, without retail markup, markdown or
commission and do not represent actual transactions. Such quotations should not
be viewed as necessarily indicative of the price that could have been obtained
on that date for a substantial number of securities due to the limited market
and trading volume for the Company's securities.
The approximate number of holders of record of the Company's Common
Stock, as of September 30, 2003 was 634 as supplied by the Company's transfer
agent, American Stock Transfer Company, 59 Maiden Lane, New York, NY 10038.
No cash dividends have been paid by the Company on its Common Stock and
no such payment is anticipated in the foreseeable future.
4
Recent Sales of Unregistered Securities
During the three years ended July 31, 2003, the Company had sales of
unregistered securities as follows:
- -------------- ------------- ------------- ------------------------------- -------------------- ----------------------
Consideration Received and
Description of Underwriting If Option, Warrant
or Other Discounts to Market or Convertible
Price or Convertible Exemption from Security, terms of
Date of Title of Number Security, Afforded to Registration exercise or
Sale Security Sold Purchasers Claimed conversion
- -------------- ------------- ------------- ------------------------------- -------------------- ----------------------
4/26/02 Common 10,000 Options exercised at $3.25 Section 4(2) Non-Statutory Stock
Stock per share; no underwriting Options granted to a
compensation paid director in December
1996. These options
were fully vested,
exercisable at $3.25
per share and would
have expired in
December 2006.
- -------------- ------------- ------------- ------------------------------- -------------------- ----------------------
4/26/02 Common 2,000 Options exercised at $5.00 Section 4(2) Non-Statutory Stock
Stock per share; no underwriting Options granted to a
compensation paid director in December
1998. These options
were fully vested,
exercisable at $5.00
per share and would
have expired in
December 2008.
- -------------- ------------- ------------- ------------------------------- -------------------- ----------------------
12/3/01 Common 23,000 Option granted under 1992 Section 4(2) Non-Statutory Stock
Stock Stock Option Plan; no cash Options granted to a
received director in December
2001. These options
were fully vested,
exercisable at $6.80
per share and will
expire on December 3,
2011.
- -------------- ------------- ------------- ------------------------------- -------------------- ----------------------
5
Equity Compensation Plan
The following summary information relates to our Compensation Plans
described in Item 11 pursuant to which we have granted options to purchase our
Common Stock:
- ------------------------------- ------------------------------ ---------------------- --------------------------------
(a) (b) (c)
- ------------------------------- ------------------------------ ---------------------- --------------------------------
Plan category Number of securities to Weighted average Number of securities
be issued upon exercise exercise price of remaining available for
of outstanding options outstanding future issuance under
options (1) equity compensation plan
(excluding securities
reflected in column (a))
- ------------------------------- ------------------------------ ---------------------- --------------------------------
Equity compensation
Plan approved by
Security Holders 48,000 5.13 30,000
- ------------------------------- ------------------------------ ---------------------- --------------------------------
- ---------------------
(1) Based upon 20,000 options exercisable at $3.25 per share, 23,000
options exercisable at $6.80 per share and 5,000 options exercisable at
$5.00 per share.
6
Item 6. SELECTED FINANCIAL DATA
- -------
The following selected financial data has been derived from the
Company's financial statements which have been examined by independent
certified public accountants. Such financial statements should be read
in conjunction with the following financial data.
Statement of Operations Summary:
============================ ==================== ================ =================== ==================== ===================
Year Ended Year Ended Year Ended Year Ended Year Ended
July 31, 2003 July 31, 2002 July 31, 2001 July 31, 2000 July 31, 1999
------------- ------------- -------------- ------------- -------------
- ---------------------------- -------------------- ---------------- ------------------- -------------------- -------------------
Net sales $ 8,178,802 $7,908,632 $8,030,850 $ 8,014,576 $6,126,132
- ---------------------------- -------------------- ---------------- ------------------- -------------------- -------------------
Net income 584,930 559,448 522,121 440,010 321,192
- ---------------------------- -------------------- ---------------- ------------------- -------------------- -------------------
Net income per
Share 2.18 2.15 2.02 1.69 1.23
- ---------------------------- -------------------- ---------------- ------------------- -------------------- -------------------
Cash dividends -0- -0- -0- -0- -0-
============================ ==================== ================ =================== ==================== ===================
Balance Sheet Data:
============================ ==================== ================= ================== ================== ===================
July 31, 2003 July 31, 2002 July 31, 2001 July 31, 2000 July 31, 1999
------------- ------------- -------------- ------------- -------------
- ---------------------------- -------------------- ----------------- ------------------ ------------------ -------------------
Working capital $4,540,298 $4,009,499 3,363,650 $ 2,890,360 $2,430,337
- ---------------------------- -------------------- ----------------- ------------------ ------------------ -------------------
Total Assets 5,093,227 4,491,653 4,011,867 3,663,315 3,034,415
- ---------------------------- -------------------- ----------------- ------------------ ------------------ -------------------
Long-term debt (including
capital leases)
-0- -0- -0- -0- 5,390
- ---------------------------- -------------------- ----------------- ------------------ ------------------ -------------------
Total Shareholders'
equity 4,709,887 4,140,158 3,535,985 3,018,886 2,586,716
============================ ==================== ================= ================== ================== ===================
7
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Forward Looking Statements
This annual report on Form 10-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements involve risk and uncertainties, and actual results
could be significantly different than those discussed in this annual report on
Form 10-K. Certain statements contained herein are forward-looking statements.
These statements discuss, among other things, expected growth, future revenues
and/or performance. Although we believe the expectations expressed in such
forward-looking statements are based on reasonable assumptions within the bounds
of our knowledge of our business, a number of factors could cause actual results
to differ materially from those expressed in any forward-looking statements,
whether oral or written, made by us or on our behalf. The forward-looking
statements are subject to risks and uncertainties including, without limitation,
the following: (a) changes in levels of competition from current competitors and
potential new competition and (b) costs of acquiring inventory. The foregoing
should not be construed as an exhaustive list of all factors that could cause
actual results to differ materially from those expressed in forward-looking
statements made by us. All forward-looking statements included in this document
are made as of the date hereof, based on information available to the Company on
the date thereof, and the Company assumes no obligation to update any
forward-looking statements.
Liquidity and Capital Resources
Working capital amounted to $4,540,298 at July 31, 2003 as compared to
$4,009,499 at July 31, 2002. Cash and investments amounted to $2,823,960 at July
31, 2003 as compared to cash and investments of $2,605,548 at July 31, 2002. As
more fully described in the "Statement of Cash Flows" included in the Company's
financial statements elsewhere herein, net cash provided by operating activities
for the fiscal years ended July 31, 2003, July 31, 2002, and July 31, 2001 were
$269,561, $632,820, and $392,975, respectively.
During fiscal 2003, cash was provided by operating activities primarily
due to the Company's net income of $584,930. Increases in accounts receivable
($170,631) resulted from increased sales. Inventory levels increased ($192,245)
in response to longer lead times from vendors and in anticipation of a short
supply of certain items with military applications. Decreases in accounts
payable and accrued expenses ($26,181) are primarily the result of decreased
bonus accruals. Increases in income taxes payable ($81,026) are related to
current estimated tax obligations. Cash was used in investing activities to
purchase equipment and fixed income investments. Cash was also used in financing
activities to purchase treasury stock.
During fiscal 2002, cash was provided by operating activities primarily
due to the Company's net income of $559,448. Other changes in cash were related
to reductions in accounts payable and accrued expenses primarily to satisfy
obligations associated with the Company's computer hardware and software
upgrades in late fiscal 2001 and to a reduction in overall inventory levels. The
reduction in inventory levels, ($158,521), was a result of longer vendor lead
times. Accounts receivable was reduced ($69,901), as a result of increased
credit card sales and increasingly efficient credit collection. Income taxes
payable/receivable was decreased resulting from the payment of tax obligations
and estimated tax payments. During fiscal 2002, cash was used in investing
activities to purchase property and equipment. During fiscal 2002, changes in
cash resulting from financing activities were associated with the purchase of
treasury stock ($13,775) and the issuance of common stock ($58,500) subsequent
to an exercise of stock options by the former chief executive officer.
8
During fiscal 2001, cash was provided by operating activities primarily
due to the Company's net income of $522,121. The primary reduction in cash of
$98,128 in income taxes payable resulted from payment of tax obligations and
estimated tax payments. Another significant reduction of cash included a
decrease in accounts payable and accrued expenses of $65,029 due to the payment
of certain obligations in connection with the retirement of the Company's former
chief executive officer. During fiscal 2001, cash was used in investing
activities to purchase property and equipment of $85,320. During fiscal 2001,
cash was used in financing activities to purchase treasury stock of $5,022 and
to make principal payments on notes payable of $5,390.
During the past three years, the Company's liquidity needs have been
satisfied from internal sources including cash from operations and amounts
available from the Company's working capital. During fiscal 2004, Management
expects this trend to continue. There are no material commitments for capital
expenditures or any long-term credit arrangements as of July 31, 2003.
Results of Operations
Net sales for fiscal 2003 rose 3.4%, or $270,170 as compared to fiscal
2002. Net sales for fiscal 2002 fell one and a half percent, or $122,218, as
compared to fiscal 2001. Decreased sales in 2002 were a result of increased
competition and a general slowing of the economy, which showed a modest recovery
in 2003 and is reflected in the increase in net sales for that period. During
the past three years, no customer accounted for more than 10% of revenues.
The Company's gross margin increased less than one percent to 27.8% in
fiscal 2003 as compared to 26.9% for fiscal 2002, up from 26.1% in fiscal 2001.
Accordingly, gross profit increased $139,985 in fiscal 2003 to $2,273,443, as
compared to $2,133,458 and $2,092,401 in fiscal 2002 and fiscal 2001
respectively.
Operating (selling, general and administrative) expenses increased
$82,833 to $1,428,079 from fiscal 2002 mainly as a result of net salary
increases ($34,894) and an increase in overall employee related expenses
($23,163). In addition, there were increases in depreciation expense ($17,538)
and general non-salary expenses ($4,179). Operating (selling, general and
administrative) expenses increased slightly from $1,342,652 in fiscal 2001 to
$1,345,246 in fiscal 2002, or $2,594.
During the past three years, the Company did not charge its operations
with any research and development costs, except for $2,337 incurred in fiscal
2001. Decreases in interest income of $43,619 were partially offset by
investment gains of $68,096, but overall investment income (including interest
income) was reduced due to the continued decrease in interest rates.
9
Net income for fiscal 2003 was $584,930 as compared to $559,448 for
fiscal 2002 and $522,121 for fiscal 2001. Basic earnings per share for fiscal
2003, fiscal 2002, and fiscal 2001 were $2.18, $2.15 and $2.02 respectively.
Recent Trends
Competition in wholesale distribution of batteries is increasing as
offshore manufacturers, and subsequently U.S. manufacturers, sell directly to
customers competing with distributors for the same market. Lead times on product
are increasing as manufacturers limit production. Despite increased competition,
new distributors are entering the market offering lower prices. These factors
combined with the slow economy are resulting in lower margins and slower growth
for the industry as a whole.
Purchase of Treasury Stock
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 the Company'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 the
Company'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 the
Company'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.
During fiscal 2003, 2002 and 2001, the Company redeemed a total of 608
shares from 29 persons, 1,600 shares from 68 persons and 729 shares from 22
persons, respectively, pursuant to the Company's program to repurchase odd lots.
In June 2003, the Company also repurchased a total of 691 shares held by a
director and the Company's former chief executive officer at a purchase price of
$12.00 per share.
10
Item 7(a), Quantitative and Qualitative Disclosures about Market Risk.
The Company is not exposed to financial market risks from changes in
foreign currency exchange rates or changes in interest rates. The Company does
not use derivative financial instruments.
Item 8. Financial Statements and Supplementary Data.
The information required by Item 8, and an index thereto, appears at
pages F-1 through F-18 (inclusive) of this Report, which pages follow Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9(a) Controls and Procedures
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-14(c). In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Within 90 days
prior to the date of this report, the Company carried out an evaluation, under
the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and the Company's Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective. There have been no
significant changes in the Company's disclosure controls and procedures or in
other factors that could significantly affect the disclosure controls and
procedures subsequent to the date the Company completed its evaluation.
Therefore, no corrective actions were taken.
11
Financial Statements
TNR TECHNICAL, INC.
July 31, 2003 and 2002
TNR TECHNICAL, INC.
Financial Statements
July 31, 2003 and 2002
(With Independent Auditors' Report Thereon)
TNR TECHNICAL, INC.
Index to Financial Statements
Independent Auditors' Report..................................................................F-1
Financial Statements:
Balance Sheets - July 31, 2003 and 2002...............................................F-2
Statements of Operations - Three years ended July 31, 2003............................F-4
Statements of Shareholders' Equity - Three years ended July 31, 2003..................F-5
Statements of Cash Flows - Three years ended July 31, 2003............................F-6
Notes to Financial Statements.................................................................F-8
TSCHOPP, WHITCOMB & ORR, P.A.
2600 Maitland Center Parkway, Suite 330
Maitland, FL 32751
Independent Auditors' Report
----------------------------
The Shareholders and Board of Directors
TNR Technical, Inc.:
We have audited the accompanying balance sheets of TNR Technical, Inc. as of
July 31, 2003 and 2002, and the related statements of operations, shareholders'
equity and cash flows for each of the years in the three-year period ended July
31, 2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. 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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of TNR Technical, Inc. as of July
31, 2003 and 2002 and the results of its operations and its cash flows for the
three years then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/ Tschopp, Whitcomb & Orr, P.A.
September 12, 2003
Maitland, Florida
TNR TECHNICAL, INC.
Balance Sheets
July 31, 2003 and 2002
Assets
2003 2002
---------- ----------
Current assets:
Cash and cash equivalents $ 833,901 854,729
Investments (note 4) 1,990,059 1,750,819
Accounts receivable - trade, less allowance for doubtful
accounts of $16,871 in 2003 and $18,733 in 2002 739,281 577,050
Inventories (note 2) 1,284,797 1,092,552
Income taxes receivable (note 6) - 23,000
Prepaid expenses and other current assets 26,600 16,844
Deferred income taxes (note 6) 49,000 46,000
---------- ----------
Total current assets 4,923,638 4,360,994
Property and equipment, at cost, net of accumulated
depreciation and amortization (note 3) 153,398 115,202
Other assets:
Deposits 16,191 15,457
---------- ----------
$5,093,227 4,491,653
========== ==========
See accompanying notes to financial statements.
F-2
TNR TECHNICAL, INC.
Balance Sheets
July 31, 2003 and 2002
Liabilities and Shareholders' Equity
2003 2002
----------- -----------
Current liabilities:
Accounts payable $ 132,163 121,563
Accrued expenses 193,151 229,932
Income taxes payable (note 6) 58,026 -
----------- -----------
Total current liabilities 383,340 351,495
----------- -----------
Commitment (note 7)
Shareholders' equity:
Common stock - $.02 par value, authorized 500,000 shares; issued and
outstanding 313,581 shares in 2003
and 2002 (note 5) 6,272 6,272
Additional paid-in capital 2,698,261 2,698,261
Retained earnings 2,249,465 1,664,535
----------- -----------
4,953,998 4,369,068
Less cost of treasury stock 45,660 and 44,352
shares in 2003 and 2002, respectively (244,111) (228,910)
----------- -----------
Total shareholders' equity 4,709,887 4,140,158
----------- -----------
$ 5,093,227 4,491,653
=========== ===========
See accompanying notes to financial statements.
F-3
TNR TECHNICAL, INC.
Statements of Operations
Years ended July 31, 2003, 2002 and 2001
2003 2002 2001
----------- ----------- -----------
Revenues:
Net sales (note 8) $ 8,178,802 7,908,632 8,030,850
----------- ----------- -----------
Cost and expenses:
Cost of goods sold 5,905,359 5,775,174 5,938,449
Selling, general and administrative (note 9) 1,428,079 1,345,246 1,342,652
----------- ----------- -----------
7,333,438 7,120,420 7,281,101
----------- ----------- -----------
Operating income 845,364 788,212 749,749
Non-operating revenue (expense):
Interest income 12,738 56,357 79,698
Investment gains, net (note 4) 68,096 61,769 -
Other, net (note 10) (8,058) (7,044) 3,012
----------- ----------- -----------
Income before income taxes 918,140 899,294 832,459
Income tax expense (note 6) 333,210 339,846 310,338
----------- ----------- -----------
Net income $ 584,930 559,448 522,121
=========== =========== ===========
Basic earnings per share $ 2.18 2.15 2.02
=========== =========== ===========
Diluted earnings per share $ 1.97 1.99 1.88
=========== =========== ===========
Weighted average number of shares - Basic 268,745 260,727 259,116
=========== =========== ===========
Weighted average number of shares - Diluted 296,212 281,349 278,449
=========== =========== ===========
See accompanying notes to financial statements.
F-4
TNR TECHNICAL, INC.
Statements of Shareholders' Equity
Years ended July 31, 2003, 2002 and 2001
Additional
Common Stock Paid-in Retained Treasury
Shares Amount Capital Earnings Stock
---------- --------- ----------- --------- ----------
Balances, July 31, 2000 301,581 $ 6,032 2,640,001 582,966 (210,113)
Net income - - - 522,121 -
Purchase of Company
stock - - - - (5,022)
--------- --------- --------- --------- ---------
Balances, July 31, 2001 301,581 6,032 2,640,001 1,105,087 (215,135)
Net income - - - 559,448 -
Purchase of Company
stock - - - - (13,775)
Issuance of common
stock upon exercise
of related options 12,000 240 58,260 - -
--------- --------- --------- --------- ---------
Balances, July 31, 2002 313,581 6,272 2,698,261 1,664,535 (228,910)
Net income - - - 584,930 -
Purchase of Company
stock - - - - (15,201)
--------- --------- --------- --------- ---------
Balances, July 31, 2003 313,581 $ 6,272 2,698,261 2,249,465 (244,111)
========= ========= ========= ========= =========
See accompanying notes to financial statements.
F-5
TNR TECHNICAL, INC.
Statements of Cash Flows
Years ended July 31, 2003, 2002 and 2001
2003 2002 2001
---------- ---------- ----------
Cash flows from operating activities:
Net income $ 584,930 559,448 522,121
Adjustments to reconcile net income to net cash
provided by operations:
Deferred income taxes (3,000) 4,000 (2,000)
Depreciation and amortization 57,790 40,252 35,522
Provision for doubtful accounts 8,400 8,400 8,400
Investment gains, net (68,096) (61,769) -
Loss on disposition of fixed assets 8,058 7,044 1,814
Changes in operating assets and liabilities:
Accounts receivable (170,631) 69,901 (1,630)
Inventories (192,245) 158,521 (11,408)
Prepaid expenses and other assets (9,756) (5,590) (862)
Accounts payable and accrued expenses (26,181) (87,515) (65,029)
Deposits (734) - 4,175
Income taxes receivable/payable 81,026 (59,872) (98,128)
---------- ---------- ----------
Net cash provided by operating activities 269,561 632,820 392,975
---------- ---------- ----------
Cash flows from investing activities:
Purchase of property and equipment (104,044) (5,620) (85,320)
Purchase of investments and accrued interest (171,144) (1,689,050) -
---------- ---------- ----------
Net cash used in investing activities (275,188) (1,694,670) (85,320)
---------- ---------- ----------
See accompanying notes to financial statements.
F-6
TNR TECHNICAL, INC.
Statements of Cash Flows
Years ended July 31, 2003, 2002 and 2001
2003 2002 2001
---------- ---------- ----------
Cash flows from financing activities:
Purchase of treasury stock $ (15,201) (13,775) (5,022)
Issuance of common stock - 58,500 -
Principal payments on note payable - - (5,390)
---------- ---------- ----------
Net cash provided by (used in) financing activities (15,201) 44,725 (10,412)
---------- ---------- ----------
Increase (decrease) in cash and cash equivalents (20,828) (1,017,125) 297,243
Cash and cash equivalents - beginning of year 854,729 1,871,854 1,574,611
---------- ---------- ----------
Cash and cash equivalents - end of year $ 833,901 854,729 1,871,854
========== ========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the year for interest $ - - 82
========== ========== ==========
Cash paid during the year for income taxes $ 255,184 387,000 410,466
========== ========== ==========
See accompanying notes to financial statements.
F-7
TNR TECHNICAL, INC.
Notes to Financial Statements
July 31, 2003 and 2002
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
TNR Technical, Inc. (TNR or the Company) designs, assembles and
markets batteries and multi-cell battery packs to a wide variety
of industrial markets. The Company is a distributor for a number
of major U.S. battery manufacturers and markets its products
nationally.
(b) Investments
Management determines the appropriate classification of
investments at the time of acquisition and reevaluates such
determination at each balance sheet date. Trading securities are
carried at fair value, with unrealized holding gains and losses
included in earnings. Available-for-sale securities are carried at
fair value, with unrealized holding gains and losses, net of tax
reported as a separate component of stockholders' equity.
Investments in equity securities and limited partnerships that do
not have readily determinable fair values are stated at cost and
are categorized as other investments. Realized gains and losses
are determined using the specific identification method based on
the trade date of a transaction. Interest on corporate
obligations, as well as dividends on preferred stock, are accrued
at the balance sheet date.
(c) Inventories
Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out method.
(d) Property and Equipment
Property and equipment are recorded at cost. The Company provides
depreciation for machinery and equipment using the straight-line
method over the estimated useful lives of the respective assets,
which range from five to ten years. Amortization of leasehold
improvements is computed using the straight-line method over the
lesser of the lease term or estimated useful lives of the
improvements.
(e) Research and Development Costs
Research and development costs are charged against income in the
year incurred.
(Continued)
F-8
TNR TECHNICAL, INC.
Notes to Financial Statements
July 31, 2003 and 2002
(2) Summary of Significant Accounting Policies - Continued
(f) Revenue Recognition
The Company, consistent with the practice of most entities
operating in the battery distribution business, recognizes revenue
upon shipment of battery products from its warehouse facilities.
The Company's customers take title to the products at the time of
shipment and bear the cost of freight. There is no continuing
performance obligation by the Company subsequent to shipment of
product.
(g) Advertising Costs
Advertising expenditures relating to product distribution and
marketing efforts consisting primarily of product presentation
material, catalog preparation, printing and postage expenses are
expensed as incurred.
(h) Use of Estimates
Management of the Company has made certain estimates and
assumptions relating to the reporting of assets and liabilities
and disclosure of contingent assets and liabilities to prepare
these financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those
estimates.
(i) Financial Instruments Fair Value, Concentration of Business and
Credit Risks
The carrying amount reported in the balance sheet approximates
fair value for cash, investments, accounts receivable, accounts
payable and accrued expenses. Financial instruments, which
potentially subject the Company to concentrations of credit risk,
consist principally of trade accounts receivable which amount to
approximately $740,000. The Company performs periodic credit
evaluations of its trade customers and generally does not require
collateral. The Company maintains its cash balances at certain
financial institutions in which balances are insured by the
Federal Deposit Insurance Corporation up to $100,000. The
Company's uninsured balances amount to approximately $225,000 and
$500,000 at July 31, 2003 and 2002, respectively.
(Continued)
F-9
TNR TECHNICAL, INC.
Notes to Financial Statements
July 31, 2003 and 2002
(1) Summary of Significant Accounting Policies - Continued
(j) Stock-Based Compensation
In October 1995, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" (SFAS 123) which sets forth
accounting and disclosure requirements for stock-based
compensation arrangements. The new statement encourages but does
not require, companies to measure stock-based compensation using a
fair value method, rather than the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25 ("APB no.
25".) The Company has adopted disclosure requirements of SFAS 123
and has elected to continue to record stock-based compensation
expense using the intrinsic value approach prescribed by APB No.
25. Accordingly, the Company computes compensation cost for each
employee stock option granted as the amount by which the quoted
market price of the Company's common stock on the date of grant
exceeds the amount the employee must pay to acquire the stock. The
amount of compensation cost, if any, will be charged to operations
over the vesting period. SFAS 123 requires companies electing to
continue using the intrinsic value method to make certain pro
forma disclosures (see note 5).
(k) Income Taxes
Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
(l) Cash Flows
For purposes of cash flows, the Company considers all highly
liquid investments with an initial maturity of three months or
less to be cash equivalents.
(Continued)
F-10
TNR TECHNICAL, INC.
Notes to Financial Statements
July 31, 2003 and 2002
(1) Summary of Significant Accounting Policies - Continued
(m) Earnings Per Common Share
Basic earnings per common share have been computed based upon the
weighted average number of common shares outstanding during the
years presented. Common stock equivalents resulting from the
issuance of the stock options are included in the calculation of
diluted earnings per share information.
(n) Reclassifications
Certain amounts from 2002 and 2001 have been reclassified to
conform with the 2003 presentation.
(2) Inventories
Inventories consist of the following:
2003 2002
---- ----
Finished goods $1,246,254 1,058,683
Work-in-process 38,543 33,869
---------- ---------
$1,284,797 1,092,552
========== =========
(3) Property and Equipment
Property and equipment consists of the following:
2003 2001
-------- -------
Machinery and equipment $295,044 209,355
Leasehold improvements 26,948 20,347
-------- -------
321,992 229,702
Less accumulated depreciation and amortization 168,594 114,500
-------- -------
$153,398 115,202
======== =======
F-11
TNR TECHNICAL, INC.
Notes to Financial Statements
July 31, 2003 and 2002
(4) Investments
Investments held by the Company are classified as trading securities and
consist of certain government and corporate fixed income securities.
Unrealized gains and losses associated with trading securities are
included in earnings on a current basis. The Company determines cost on
the specific identification basis. The following table summarizes the
Company's investments at July 31, 2003.
Fair Unrealized
Value Cost Gains
---------- --------- ------
U.S. Government notes $1,792,627 1,767,437 25,190
Corporate fixed income bonds 174,820 175,000 (180)
Accrued interest 22,612 22,612 -
---------- ---------- -------
$1,990,059 1,965,049 25,010
========== ========== =======
(5) Stock Option Plans
In November 1992, the Board of Directors approved an Incentive and
Non-Qualified Stock Option Plan (Plan), which was ratified by the
stockholders in January 1993. The Plan covers 60,000 shares of Common
Stock, subject to adjustment of shares under the anti-dilution provisions
of the Plan. The Plan authorizes the issuance of the options covered
thereby as either "Incentive Stock Options" within the meaning of the
Internal Revenue Code of 1986, as amended, or as "Non-Statutory Stock
Options." No options may be granted after November 16, 2002. Under the
Plan the aggregate fair market value (determined at the time the option
is granted) of the optioned stock for which Incentive Stock Options are
exercisable for the first time by any employee during any calendar year
shall not exceed $100,000.
In December 1996, the Company granted options to purchase 30,000 shares
of stock at an exercise price of $3.25 per share (the fair market value
of the underlying stock at the date of grant) to three of its officers
and directors. The options are exercisable for a ten-year period expiring
in December 2006. In December 1998, the Company granted additional stock
options to purchase 7,000 shares at an exercise price of $5.00 per share
(the fair market value of the underlying stock at the date of grant) to
three of its directors. The options are exercisable through December
2008. In December 2001, the Company granted options to purchase 23,000
shares at an exercise price of $6.80 per share to its chief executive
officer and chairman of the board.
(Continued)
F-12
TNR TECHNICAL, INC.
Notes to Financial Statements
July 31, 2003 and 2002
(5) Stock Option Plans - Continued
The 1998 Incentive and Non-Qualified Stock Option Plan, (the "1998
Plan"), was approved by the Board of Directors effective December 15,
1998 subject to stockholder approval within 12 months. The 1998 Plan
covers 30,000 shares of Common Stock, subject to adjustment of shares
under the anti-dilution provisions of the 1998 Plan. The 1998 Plan
authorizes the issuance of the options covered thereby as either
"Incentive Stock Options" within the meaning of the Internal Revenue Code
of 1986, as amended, or as "Non-Statutory Stock Options." Persons
eligible to receive options under the 1998 Plan include employees,
directors, officers, consultants or advisors, provided that bona fide
services shall be rendered by consultants or advisors and such services
must not be in connection with the offer or sale of securities in a
capital raising transaction; however, only employees (who may also be
officers and/or directors) are eligible to receive an Incentive Stock
Option. The 1998 Plan also provides that no options may be granted after
December 15, 2008. At July 31, 2003 no stock options have been granted
under this plan.
Options granted and issued by the Company consist of the following:
Number Weighted Average Price
------ ----------------------
Balance outstanding, August 1, 1997 30,000 $ 3.25
Options granted - -
Options expired - -
------- ------
Balance outstanding, July 31, 1998 30,000 3.25
Options granted 7,000 5.00
Options expired - -
------- ------
Balance outstanding, July 31, 1999 37,000 3.58
Options granted - -
Options expired - -
------- ------
Balance outstanding, July 31, 2000 37,000 3.58
Options granted - -
Options expired - -
------- ------
Balance outstanding, July 31, 2001 37,000 3.58
Options granted 23,000 6.80
Options exercised (12,000) 3.54
------- ------
Balances outstanding, July 31, 2002 48,000 5.13
Options granted - -
Options exercised - -
------- ------
48,000 $ 5.13
======= ======
(Continued)
F-13
TNR TECHNICAL, INC.
Notes to Financial Statements
July 31, 2003 and 2002
(5) Stock Option Plans - Continued
Information relating to options at July 31, 2003, summarized by exercise
price, is as follows:
Outstanding and Exercisable Weighted Average
---------------------------------- ------------------------
Exercise Price Equivalent Shares Exercise Price Year
-------------- ----------------- -------------- ----
$ 3.25 20,000 3.25 3.5
5.00 5,000 5.00 5.5
6.80 23,000 6.80 8.3
------
48,000 5.13 6.0
======
The Company continues to account for stock-based compensation using the
intrinsic value method prescribed by Accounting Principles Board Opinion
No. 25 under which no compensation cost for stock options is recognized
for stock option awards granted at or above fair market value.
Had compensation expense been determined based upon fair values at the
grant date for the award of options as described herein in accordance
with SFAS No. 123, "Accounting for Stock-Base Compensation," the
Company's net earnings and earnings per share would not be materially
changed from the amounts as reported in the accompanying financial
statements. The computation of the effect on net earnings and earnings
per share with respect to outstanding options in accordance with SFAS 123
was calculated using the Black-Scholes option-pricing model which
included the following significant assumptions:
Risk-free interest rate 5.25%
Expected volatility 10.00%
Expected dividend yield 0.00%
Expected life 10 years
The weighted average fair value at the date of grant of the remaining
options granted during 1999 and the options granted in 2002 approximated
$2.12 per option.
Accordingly, management has not presented the pro forma effects of the
application of SFAS No. 123 herein with respect to net earnings and
earnings per share for the years ended July 31, 2003, 2002 and 2001.
F-14
TNR TECHNICAL, INC.
Notes to Financial Statements
July 31, 2003 and 2002
(6) Income Taxes
The income tax provision for the years ended July 31, 2003, 2002 and 2001
consists of the following:
2003 2002 2001
---- ---- ----
Current:
Federal $ 270,000 273,500 259,338
State 66,210 62,346 53,000
--------- --------- ---------
336,210 335,846 312,338
--------- --------- ---------
Deferred:
Federal (2,000) 3,500 (1,600)
State (1,000) 500 (400)
--------- --------- ---------
(3,000) 4,000 (2,000)
--------- --------- ---------
Total $ 333,210 339,846 310,338
========= ========= =========
Income tax expense attributable to income before income tax differed from
the amount computed by applying the U.S. Federal income tax rate of 34%
to income from operations before income taxes as a result of the
following:
2003 2002 2001
---- ---- ----
Computed "expected" tax expense $ 312,000 305,000 283,000
Increase (reduction) in income tax expense
resulting from:
State income taxes, net of federal
income tax benefit 44,000 47,000 44,000
Overaccrual of income tax
liability in prior year (22,790) (9,500) (14,000)
Adjustment to deferred tax assets to
reflect current effective tax rates
and other - (2,654) (2,662)
--------- --------- ---------
$ 333,210 339,846 310,338
========= ========= =========
(Continued)
F-15
TNR TECHNICAL, INC.
Notes to Financial Statements
July 31, 2003 and 2002
(6) Income Taxes - Continued
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at July 31, 2003 and 2002 are
presented below:
2003 2002
---- ----
Deferred tax assets:
Inventories, principally due to additional costs
inventoried for tax purposes $43,000 39,000
Accounts receivable, due to allowance for
uncollectible accounts 6,000 7,000
------- -------
49,000 46,000
Less valuation allowance - -
------- -------
Total $49,000 46,000
======= =======
Deferred taxes are presented in the accompanying balance sheets as:
2003 2002
---- ----
Current deferred tax assets $49,000 46,000
Noncurrent deferred tax assets - -
------- -------
$49,000 46,000
======= =======
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of
the deferred tax assets will be realized. Management considers the
projected future taxable income and tax planning strategies in making
this assessment. The Company believes that future earnings in addition to
the amount of the taxable differences which will reverse in future
periods, will be sufficient to offset recorded deferred tax assets and,
accordingly, a valuation allowance is not considered necessary at July
31, 2003 and 2002.
F-16
TNR TECHNICAL, INC.
Notes to Financial Statements
July 31, 2003 and 2002
(7) Lease Commitments
Commencing in June 1996, the Company entered into an agreement to lease
its Florida office, warehouse and distribution facilities from a
partnership controlled by an executive officer, shareholder and director
of TNR. The lease agreement provides payment of real estate taxes and
insurance and extends for a term of ten years. The Company also leases
warehouse and distribution facilities in California from an unrelated
party under a three-year operating lease agreement. Future minimum rental
payments associated with these operating lease obligations are indicated
below:
Year Ending July 31,
--------------------
2004 147,208
2005 153,080
2006 151,000
Total lease and rental expense amounted to $155,290, $145,206, and
$148,499 in 2003, 2002, and 2001, respectively. In 2003, 2002 and 2001
lease expense associated with related parties amounted approximately to
$89,000, $86,000 and $84,000, respectively.
(8) Sales to Major Customers
During the years ended July 31, 2003, 2002 and 2001 no customer accounted
for more than 10% of total revenues.
(9) Supplementary Information
2003 2002 2001
---- ---- ----
Advertising costs $10,157 24,722 28,766
Provision for doubtful accounts 8,400 8,400 8,400
The provision for doubtful accounts and advertising costs are included in
selling, general and administrative costs in the accompanying statements
of operations.
F-17
TNR TECHNICAL, INC.
Notes to Financial Statements
July 31, 2003 and 2002
(10) Non-Operating Revenue (Expense)
Other non-operating revenue (expense), net, for the years ended July 31,
2003, 2002 and 2001, is comprised of the following:
2003 2002 2001
---- ---- ----
Loss on disposition of fixed assets $ (8,058) (7,044) (1,814)
Miscellaneous income (primarily customer
reimbursed freight costs) - - 4,826
--------
------ ------
$ (8,058) (7,044) 3,012
======== ====== =====
(11) Selected Financial Data (Unaudited)
The following is a summary of the quarterly results of operations for the
years ended July 31, 2003 and 2002, respectively:
Quarter ended Quarter ended Quarter ended Quarter ended Year ended
October 31, January 31, April 30, July 31, July 31,
------------- ------------- ------------- ------------- -----------
2003
----
Net revenues $ 1,997,269 2,002,166 2,003,275 2,176,092 8,178,802
Net income from operations 239,544 240,217 308,157 57,446 845,364
Basic earnings per share 0.77 0.55 0.76 0.10 2.18
Weighted-average number of
shares issued and outstanding 269,221 268,961 268,735 268,171 268,745
2002
----
Net revenues $ 2,030,707 1,874,603 1,930,847 2,072,475 7,908,632
Net income from operations 349,596 87,975 195,082 155,959 788,612
Basic earnings per share 0.88 0.22 0.52 0.53 2.15
Weighted-average number of
shares issued and outstanding 258,821 258,306 257,421 259,074 260,727
F-18
PART III
Item 10. Directors and Executive Officers of the Registrant.
The names, ages and principal occupations of the Company's present
directors, and the date on which their term of office commenced and expires, are
listed below.
Term First
Of Became Principal
Name Age Office Director Occupation
- ---- --- ------ -------- ----------
Wayne Thaw 46 (1) 1983 Chairman of the Board
Chief Executive Officer
President
Jerrold Lazarus 71 (1) 1987 Retired
Norman L. Thaw 70 (1) 1979 President of
Stride Rite
Stables, Inc.,
Private Investor
Kathie Thaw 48 (1) 1996 Vice-President
Mitchell Thaw 47 (1) 1998 Co-Manager - Hedge Fund
Vice President and
Patrick Hoscoe 40 (1) 1998 Operations Manager
of the Company's West
Coast Division
- ---------
(1) Directors are elected at the annual meeting of stockholders and hold
office until the following annual meeting.
12
Wayne Thaw is Chairman of the Board, Chief Executive Officer, Chief
Financial Officer and President of the Company. Kathie Thaw and Patrick Hoscoe
each serve as a Vice President of the Company. Kathie Thaw also serves as
Secretary and Treasurer of the Company. The terms of all officers expire at the
annual meeting of directors following the annual stockholders meeting. Officers
serve at the pleasure of the Board and may be removed, either with or without
cause, by the Board of Directors, and a successor elected by a majority vote of
the Board of Directors, at any time.
Wayne Thaw has served as Chairman of the Board and Chief Executive
officer since December 2000 and President and Chief Operating Officer of the
Company since November 1987. Mr. Thaw has been a full-time employee since 1980.
Jerrold Lazarus has served as a director of the Company since October
1987. Mr. Lazarus was a full time employee and Chairman of the Board and Chief
Executive Officer of the Company between October 1987 and January 2001. Since
Mr. Lazarus retired from serving as an executive officer of the Company in
January 2001, he has not been affiliated with another company.
Norman L. Thaw is one of the founders of the Company and served as its
Chairman and Chief Executive Officer between March 1987 and April 1988. For more
than the past five years, Mr. Thaw's principal occupation is the President of
Stride Rite Stables, Inc., a thoroughbred racing and breeding farm in South
Florida.
Kathie Thaw has been Vice-President and a director of the Company since
December 1996 and his served as a consultant to the President over the past five
years. Since December 2000, she has also served as Secretary and Treasurer of
the Company.
Mitchell Thaw has been director of the Company since December 1998. Mr.
Thaw is currently a co-manager of a hedge fund. From November 2000 until
September 2001, he was Executive Vice President of KBC Securities, an
international securities firm that traded derivatives stock options such as
convertible bonds and Japanese warrants. From May 2000 to October 2000, he acted
as a professional trader for his own account. From April 1999 through May 2000,
Mr. Thaw served as a Director of Institutional Options at Schroder & Co., Inc.
From 1988 through April 1998, Mr. Thaw was an executive for UBS Securities.
Between April 1998 and March 1999, Mr. Thaw was not associated with any firms.
13
Patrick Hoscoe has been Vice President and a director of the Company
since 1998. Mr. Hoscoe also serves as Operations Manager of the Company's West
Coast operations. Mr. Hoscoe has 18 years experience in the battery industry and
worked for House of Batteries for the five years prior to joining the Company in
1997.
Family Relationships
Norman L. Thaw is the father of Wayne Thaw and Mitchell Thaw. Wayne
Thaw and Kathie Thaw are married.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "Commission"). Officers, directors and greater than ten percent
stockholders are required by the Commission's regulations to furnish the Company
with copies of all Section 16(a) forms they file. During fiscal 2003, no
officers, directors or greater than 10% stockholders filed any forms late, other
than Jerrold Lazarus filed a Form 4 late for June 2003.
Lack of Committees
The Company has no standing audit, nominating and compensation
committees of the Board of Directors or committees performing similar functions.
The Company does not currently have an Audit Committee of its Board of Directors
or independent directors to form an Audit Committee. It is the intention of the
Board of Directors to use its best efforts to obtain two qualified persons to
serve as independent board members on a newly formed Audit Committee, one of
whom would ideally be a "Financial Expert" within the meaning of Sarbanes-Oxley
Act of 2002, as amended. Independent director is defined in Rule 4200(a)(14) of
the NASD's Listing Standards to mean a person other than an officer or employee
of the Company or its subsidiaries or any other individual having a relationship
which, in the opinion of the Company's Board of Directors, would interfere with
the exercise of independent judgment in carrying out the responsibilities of a
director. The following persons should not be considered independent:
14
o A director who is employed by the Company or any of its affiliates for the
current year or any of the past three years;
o A director who accepts any compensation from the Company or any of its
affiliates in excess of $60,000 during the previous fiscal year other than
compensation for Board service, benefits under a tax qualified retirement plan,
or non discretionary compensation;
o A director who is a member of the immediate family of an individual who is,
or has been in any of the past three years, employed by the Company or any of
its affiliates as an executive officer. Immediate family includes a person's
spouse, parents, children, siblings, mother-in-law, father-in-law,
sister-in-law, brother-in-law, son-in-law, daughter-in-law, and anyone who
resides in such person's home;
o A director who is a partner in, or a controlling shareholder or an executive
officer of, any for-profit business organization to which the Company made, or
from which the Company received, payments (other than those arising solely from
investments in the Company's securities) that exceed 5% of the Company's or
business organizations consolidated gross revenues for that year, or $200,000,
whichever is more, in any of the past three years;
o A director who is employed as an executive of another entity where any of
the Company's executives serve on that entity's compensation committee.
The term "Financial Expert" is defined as a person who has the following
attributes: an understanding of generally accepted accounting principles and
financial statements; has the ability to assess the general application of such
principles in connection with the accounting for estimates, accruals and
reserves; experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the Company's financial statements, or
experience actively supervising one or more persons engaged in such activities;
an understanding of internal controls and procedures for financial reporting;
and an understanding of audit committee functions.
15
If successful, the Board would likely expand the number of directors to
eight and to fill the vacancies with the two independent persons selected by the
Board. No assurances can be given that the Board's efforts to select two persons
to serve as independent directors and on the proposed Audit Committee will be
successful. In the event an Audit Committee is established, its first
responsibility would be to adopt a written charter. Such charter would be
expected to include, among other things:
o annually reviewing and reassessing the adequacy of the committee's
formal charter;
o reviewing the annual audited financial statements with the Company's
management and its independent auditors and the adequacy of its
internal accounting controls;
o reviewing analyses prepared by the Company's management and
independent auditors concerning significant financial reporting
issues and judgments made in connection with the preparation of its
financial statements;
o being directly responsible for the appointment, compensation and
oversight of the independent auditor, which shall report directly to
the Audit Committee, including resolution of disagreements between
management and the auditors regarding financial reporting for the
purpose of preparing or issuing an audit report or related work;
o reviewing the independence of the independent auditors;
o reviewing the Company's auditing and accounting principles and
practices with the independent auditors and reviewing major changes
to its auditing and accounting principles and practices as suggested
by the independent auditor or its management;
o reviewing all related party transactions on an ongoing basis for
potential conflict of interest situations; and
o all responsibilities given to the Audit Committee by virtue of the
Sarbanes-Oxley Act of 2002, which was signed into law by President
George W. Bush on July 30, 2002.
Code of Ethics
Effective March 3, 2003, the Securities & Exchange Commission requires
registrants like the Company to either adopt a code of ethics that applies to
the Company's Chief Executive Officer and Chief Financial Officer or explain why
the Company has not adopted such a code of ethics. For purposes of item 406 of
Regulation S-K, the term "code of ethics" means written standards that are
reasonably designed to deter wrong doing and to promote:
16
o Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o Full, fair, accurate, timely and understandable disclosure in
reports and documents that the Company files with, or submits to,
the Securities & Exchange Commission and in other public
communications made by the Company;
o Compliance with applicable governmental law, rules and regulations;
o The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
o Accountability for adherence to the code.
The Company has not adopted a Code of Ethics. The Board is currently
evaluating adopting an appropriate Code of Ethics.
17
Item 11. Compensation of Directors and Executive Officers.
The following table provides a three-year summary compensation table
with respect to the Company's Chief Executive Officer and any executive officers
earning salaries and bonuses of $100,000 or more during fiscal 2003. During the
past three fiscal years, the Company has not granted restricted stock awards or
stock appreciation rights. In addition, the Company does not have a defined
benefit or actuarial plan.
SUMMARY COMPENSATION TABLE
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
- ---------------------- ---------------------------------------------- --------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Name Annual Restricted Other
And Compen- Stock Number LTIP Compen-
Principal sation Award(s) of Payout Sation
Position Year Salary ($) Bonus ($) ($)(1) $ Options $ ($)
- ---------------------- --------- ----------- --------- ------- -------- ------- ------ -------
Wayne Thaw,
CEO, President 2003 168,256 4,000 0 0 0 0 0
------- ------- ------- ------- ------- ------- ------- -------
2002 125,008 54,164 0 0 23,000 0 0
------- ------- ------- ------- ------- ------- ------- -------
2001 123,677 42,404 0 0 0 0 0
- ------------------------ ------- ------- ------- ------- ------- ------- ------- -------
Patrick Hoscoe,
Vice President 2003 89,835 30,000 0 0 0 0 0
------- ------- ------- ------- ------- ------- ------- -------
2002 85,670 26,000 0 0 0 0 0
------- ------- ------- ------- ------ ------- ------- -------
2001 82,201 24,147 0 0 0 0 0
======================== ======= ======= ======= ======= ======= ======= ======= =======
- ----------
(1) Does not include the value of a leased or company owned automobile provided
to each officer for business purposes.
18
The Company has no employment contracts with its executive officers.
Wayne Thaw is currently receiving an annual salary and bonuses of approximately
$180,000 plus such increases as determined by the Board of Directors. The
Company also pays for the cost of gasoline, repairs and insurance related to an
automobile purchased by the Company in December 2000 for Mr. Wayne Thaw's use.
Patrick Hoscoe currently receives an annual salary and bonuses of approximately
$120,000 plus such increases as determined by the Company's Board of Directors.
Directors do not presently receive compensation for serving on the
Board or on its committees. Depending on the number of meetings and the time
required for the Company's operations, the Company may decide to compensate its
directors in the future.
The Company leases its employees from a non-affiliated company which
has established a 401(k) plan pursuant to which the Company matches employees'
contributions of an amount equal to $1.00 per employee's contributed dollar up
to a maximum matching contribution of six percent of the income of each
respective employee. The Company has no other annuity, pension, or retirement
benefits for its employees. Except as described herein, the Company has not
afforded any of its officers or directors any other personal benefits, the value
of which exceeds 10% of his cash compensation, which is not directly related to
job performance or provided generally to all salaried employees.
Stock Option Plans
The 1992 Plan
The 1992 Incentive and Non-Qualified Stock Option Plan, (the "1992
Plan"), was approved by the Board of Directors on November 17, 1992 and ratified
by stockholders on January 29, 1993. The 1992 Plan covers 60,000 shares of
Common Stock, subject to adjustment of shares under the anti-dilution provisions
of the 1992 Plan. The 1992 Plan authorizes the issuance of the options covered
thereby as either "Incentive Stock Options" within the meaning of the Internal
Revenue Code of 1986, as amended, or as "Non-Statutory Stock Options." Persons
eligible to receive options under the 1992 Plan includes employees, directors,
officers, consultants or advisors, provided that bona fide services shall be
rendered by consultants or advisors and such services must not be in connection
with the offer or sale of securities in a capital raising transaction; however,
only employees (who may also be officers and/or directors) are eligible to
receive an Incentive Stock Option. The 1992 Plan also provides that no options
may be granted after November 16, 2002. In December 1996, the Company has
granted ten year non-statutory options to purchase 30,000 shares at an exercise
price of $3.25 per share to Wayne Thaw (10,000 shares), Jerrold Lazarus (10,000
shares) and Kathie Thaw (10,000 shares). In December 1998, the Company granted
ten year non-statutory stock options to purchase 7,000 shares at an exercise
price of $5.00 per share to Jerrold Lazarus (2,000 shares), Wayne Thaw (3,000
shares) and Patrick Hoscoe (2,000 shares). In December 2001, the Company granted
Wayne Thaw 10-year Non-Statutory Stock Options to purchase 23,000 shares of the
Company's Common Stock at an exercise price of $6.80 per share. In April 2002,
Jerrold Lazarus exercised his options to purchase 12,000 shares. Accordingly,
all 60,000 options have been granted under the 1992 Plan with 48,000 options
remaining outstanding and 12,000 options have been exercised.
19
The 1992 Plan is administered by the Company's Board of Directors or a
stock option committee consisting of three members of the Board which has the
authority to determine the persons to whom options shall be granted, whether any
particular option shall be an Incentive Option or a Non-Statutory Option, the
number of shares to be covered by each option, the time or times at which
options will be granted or may be exercised and the other terms and provisions
of the Options.
Under the 1992 Plan, the aggregate fair market value (determined at the
time the option is granted) of the optioned stock for which Incentive Stock
Options are exercisable for the first time by any employee during any calendar
year (under all such Plans of the individual's Employer Corporation and its
parent and subsidiary corporation) shall not exceed $100,000.
The 1992 Plan also provides that the Board of directors shall determine
the exercise price of the Common Stock under each option. The 1992 Plan also
provides that: (i) the exercise price of Incentive Stock Options granted
thereunder shall not be less than 100% (110% if the optionee owns 10% or more of
the outstanding voting securities of the Company) of the fair market value of
such shares on the date of grant, as determined by the Board or Committee, and
(ii) no option by its terms may be exercised more than ten years (five years in
the case of an Incentive Stock Option, where the optionee owns 10% or more of
the outstanding voting securities of the Company) after the date of grant. Any
options which are canceled or not exercised within the option period become
available for future grants. All Stock Options are non-transferable except by
will or the laws of descent and distribution.
The 1998 Plan
The 1998 Incentive and Non-Qualified Stock Option Plan, (the "1998
Plan"), was approved by the Board of Directors effective December 15, 1998
subject to stockholder approval within 12 months. The 1998 Plan covers 30,000
shares of Common Stock, subject to adjustment of shares under the anti-dilution
provisions of the 1998 Plan. The 1998 Plan authorizes the issuance of the
options covered thereby as either "Incentive Stock Options" within the meaning
of the Internal Revenue Code of 1986, as amended, or as "Non-Statutory Stock
Options." Persons eligible to receive options under the 1998 Plan includes
employees, directors, officers, consultants or advisors, provided that bona fide
services shall be rendered by consultants or advisors and such services must not
be in connection with the offer or sale of securities in a capital raising
transaction; however, only employees (who may also be officers and/or directors)
are eligible to receive an Incentive Stock Option. The 1998 Plan also provides
that no options may be granted after December 15, 2008. Except for the
foregoing, the 1998 Plan is identical to the 1992 Plan. As of the filing date of
this Form 10-K, no options have been granted under the 1998 Plan.
20
OPTION GRANTS TABLE
The information provided in the table below provides information with
respect to individual grants of stock options during fiscal 2003 of each of the
executive officers named in the summary compensation table above. The Company
did not grant any stock appreciation rights during 2003.
Option Grants in Last Fiscal Year
======================================================================================== ==========================================
Potential
Individual Grants Realizable Value at
Assumed Annual
Rates of Stock Price Appreciation
for Option Term (2)
- ------------------------------------------------------------------------------------- ---------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
% of
Total
Options/
Granted to
Options Employees Exercise Expira-
Granted in Fiscal Price tion 5% ($) 10% ($)
Name (#) Year (1) ($/Sh) Date
- ---------------------------------- ----------- -------------- ----------- ----------- ---------- ----------------------------------
Wayne Thaw 0 0 N/A N/A N/A N/A
- ---------------------------------- ----------- -------------- ----------- ----------- ---------- ----------------------------------
Patrick Hoscoe 0 0 N/A N/A N/A N/A
- ---------------------------------- ----------- -------------- ----------- ----------- ---------- ----------------------------------
N/A - Not Applicable.
- -------------
(1) The percentage of total options granted to employees in fiscal year is
based upon options granted to officers, directors and employees.
(2) The potential realizable value of each grant of options assumes that
the market price of the Company's Common Stock appreciates in value
from the date of grant to the end of the option term at annualized
rates of 5% and 10%, respectively, and after subtracting the exercise
price from the potential realizable value.
21
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
The information provided in the table below provides information with
respect to each exercise of stock option during fiscal 2003 by each of the
executive officers named in the summary compensation table and the fiscal year
end value of unexercised options.
=========================== ============== ============== ====================== ===========================
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options
Shares Value FY-End (#) at Fy-End($)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($)(1) Unexercisable Unexercisable(1)
- --------------------------- -------------- -------------- ---------------------- ---------------------------
Wayne Thaw (2) -0- -0- 36,000/0 336,100/0
- --------------------------- -------------- -------------- ---------------------- ---------------------------
Patrick Hoscoe -0- -0- 2,000/0 20,000/0
- --------------------------- -------------- -------------- ---------------------- ---------------------------
(1) The aggregate dollar values in column (c)?and (e) are calculated by
determining the difference between the fair market value of the Common Stock
underlying the options and the exercise price of the options at exercise or
fiscal year end, respectively. In calculating the dollar value realized upon
exercise, the value of any payment of the exercise price is not included. Fiscal
year end value based upon a market price of $8.50 per share determined as of the
close of business on July 25, 2003, the last trade before the end of our fiscal
year on July 31, 2003.
(2) Does not include options to purchase 10,000 shares held by his
wife, Kathie Thaw, with a value of in the money options of $117,500.
Report of the Board of Directors on Executive Compensation
During fiscal 2003, the entire Board which consists of Norman Thaw,
Jerrold Lazarus, Wayne Thaw, Kathie Thaw , Mitchell Thaw and Patrick Hoscoe,
held primary responsibility for determining executive compensation levels. The
goals of the Company's compensation program is to align compensation with
business objectives and performance and to enable the Company to attract, retain
and reward executive officers and other key employees who contribute to the
long-term success of the Company. The Company has provided on a prospective
basis annual incentive opportunity to several of its key employees sufficient to
provide motivation to achieve specific operating goals. The foregoing report has
been approved by all members of the board of directors.
Wayne Thaw -Chairman
Jerrold Lazarus
Norman Thaw
Kathie Thaw
Mitchell Thaw
Patrick Hoscoe
22
Compensation Committee Interlocks and Insider Participation
During fiscal 2003, Wayne Thaw, Kathie Thaw and Patrick Hoscoe,
executive officers of the Company, were involved in determining executive
officer compensation levels as members of the Board of Directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of September 30, 2003, the Company had outstanding 267,528 shares of
Common Stock. The only persons of record who presently hold or are known to own
(or believed by the Company to own) beneficially more than 5% of the outstanding
shares of such class of stock is listed below. The following table also sets
forth certain information as to holdings of the Company's Common Stock of all
officers and directors individually, and all officers and directors as a group.
The shares shown in the table below for Norman Thaw and his sons, Wayne Thaw and
Mitchell Thaw are not beneficially owned by each other and are listed
separately.
=========================== ====================================== ==================== ===================
Name and Address of Number of Approximate
Title of Class Beneficial Owner (1) Shares Percent
- --------------------------- -------------------------------------- -------------------- -------------------
Common Stock Wayne Thaw (3)(7) 87,592 28.7
- --------------------------- -------------------------------------- -------------------- -------------------
Common Stock Norman L. Thaw (2)(7) 55,228 20.5
- --------------------------- -------------------------------------- -------------------- -------------------
Common Stock Jerrold Lazarus -0- -0-
- --------------------------- -------------------------------------- -------------------- -------------------
Common Stock Kathie Thaw (4)(7) 10,000 3.6
- --------------------------- -------------------------------------- -------------------- -------------------
Common Stock Patrick Hoscoe (5) 2,000 .7
- --------------------------- -------------------------------------- -------------------- -------------------
Common Stock Mitchell A. Thaw (7) 33,525 12.4
- --------------------------- -------------------------------------- -------------------- -------------------
Common Stock All Directors and
Officers as a group
(six persons) (6) 188,345 59.3
=========================== ====================================== ==================== ===================
(1) All shares are directly owned, and the sole investment and voting power
is held, by the persons named. The address for all officers and directors
is 301 Central Park Drive, Sanford, Florida 32771.
(2) May be deemed to be a parent and/or founder of the Company under the
Securities Act of 1933, as amended and may be deemed to be a "control
person" of the Company within the meaning of the Securities Exchange Act
of 1934.
(3) Includes options to purchase 36,000 shares.
23
(4) Includes options to purchase 10,000 shares.
(5) Includes options to purchase 2,000 shares.
(6) Includes options to purchase 48,000 shares granted to officers and
directors.
(7) Wayne Thaw and Kathie Thaw are married and their individual stock
ownership is shown separately. Both Wayne Thaw and Kathie Thaw may be
deemed to also own the shares owned by the other person. Norman Thaw is
the father of Wayne Thaw and Mitchell A. Thaw.
The Company does not know of any arrangement or pledge of its
securities by persons now considered in control of the Company that might result
in a change of control of the Company.
Item 13. Certain Relationships and Related Transactions.
See Item 2 regarding the description of lease between the Company and a
RKW Holding Ltd. ("RKW"), a Florida Limited Partnership, controlled by Wayne
Thaw. In fiscal 2003, 2002, 2001 and 2000, $85,462, $82,345, $78,424, $74,690
and $71,133, respectively, were paid by the Company to RKW, which amount is
expected to increase by approximately 5% for fiscal 2003. The foregoing amounts
paid to RKW do not include insurance reimbursement of approximately $2,000 per
year and property taxes paid of approximately $7,700 per year.
In June 2003, the Company also repurchased a total of 691 shares held
by Jerrold Lazzarus, a director and the Company's former chief executive
officer, at a purchase price of $12.00 per share.
Item 14. Principal Accountant Fees and Services
Audit Fees
For the fiscal year ended July 31, 2003, the aggregate fees billed for
professional services rendered by Parks, Tschopp, Whitcomb & Orr P.A.
("independent auditors") for the audit of the Company's annual financial
statements and the reviews of its financial statements included in the Company's
quarterly reports totaled approximately $16,000.
24
Financial Information Systems Design and Implementation Fees
For the fiscal year ended July 31, 2003, there were no fees billed for
professional services by the Company's independent auditors rendered in
connection with, directly or indirectly, operating or supervising the operation
of its information system or managing its local area network.
All Other Fees
For the fiscal year ended July 31, 2003, there was approximately $4,000
in fees billed for tax and limited consulting services.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- -------- -----------------------------------------------------------------
(a)(1)(2) Financial Statements and Financial Statement Schedules.
A list of the Financial Statements and Financial Statement
Schedules filed as a part of this Report is set forth in Item 8,
and appears at Page F-1 of this Report, which list is incorporated
herein by reference.
(a)(3) Exhibits
--------
3 Certificate of Incorporation and Amendments
thereto. (1)
3(A) By-Laws. (1)
3(B) February 1992 Certificate of Amendment to Certificate of Incorporation (2)
10 Lease Agreement dated January 17, 1996 by and between RKW Holding Ltd.
and the Registrant (3)
11 Earnings per share. See Financial Statements
99 1998 Incentive and Non-Statutory Stock Option Plan (4)
99.1 Certificate of Executive Officer*
- -------------
* Filed herewith.
(1) Exhibits 3 and 3(A) are incorporated by reference from Registration No.
2-85110 which were filed in a Registration Statement on Form S-18.
(2) Incorporated by reference to Form 10-K for the fiscal year ended July 31,
1992.
(3) Incorporated by reference to Form 10-K for the fiscal year ended July 31,
1996.
(4) Incorporated by reference to Form 10-K for the fiscal year ended July 31,
1999.
(b) Reports on Form 8-K.
No Reports on Form 8-K were filed or required to be filed during the
quarter ended July 31, 2003.
25
SIGNATURES
Pursuant to the requirements Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TNR TECHNICAL, INC.
By: /s/ Wayne Thaw
------------------------------------
Wayne Thaw, Chief Executive Officer
Dated: Sanford, Florida
October 10, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ Norman L. Thaw Director October 10, 2003
- ----------------------
Norman L. Thaw
/s/ Jerrold Lazarus Director October 10, 2003
- -----------------------
Jerrold Lazarus
/s/ Wayne Thaw Chairman of the Board, Chief October 10, 2003
- --------------------- Executive Officer President,
Wayne Thaw Chief Financial and Accounting
Officer
/s/ Kathie Thaw Vice President, October 10, 2003
- ----------------------- Treasurer, Secretary
Kathie Thaw and Director
/s/ Mitchell Thaw Director October 10, 2003
- ----------------------
Mitchell Thaw
/s/ Patrick Hoscoe Vice President and Director October 10, 2003
- --------------------
Patrick Hoscoe
Norman Thaw, Kathie Thaw, Wayne Thaw, Mitchell Thaw, Patrick Hoscoe and Jerrold
Lazarus represent all the members of the Board of Directors.
26
CERTIFICATION
I, Wayne Thaw, Chief Executive Officer and Chief Financial Officer of
the Registrant, certify that:
1. I have reviewed this annual report on Form 10-K of TNR Technical,
Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure control and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entitles, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: October 10, 2003 /s/ Wayne Thaw
-----------------------------------------
Wayne Thaw, Chief Executive Officer
and Chief Financial Officer
27