<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>q10st2005.txt
<DESCRIPTION>FIRST QUARTER REPORT ON FORM 10-QSB
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
Commission File Number: 0-13763
TECHNOLOGY RESEARCH CORPORATION
(Exact name of small business issuer 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)
Issuer's telephone number, including area code (727) 535-0572
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at July 31, 2004
Common stock, $.51 par value 5,755,792
Transitional Small Business Disclose Format (Check one): Yes [ ] No [X]
TABLE OF CONTENTS
Part I - Financial Information Page
Item 1 - Financial Statements:
Condensed Consolidated Balance Sheets (unaudited)
- June 30, 2004 and March 31, 2004.................................. 1
Condensed Consolidated Statements of Income (unaudited)
- Three months ended June 30, 2004 and June 30, 2003................ 2
Condensed Consolidated Statements of Cash Flows (unaudited)
- Three months ended June 30, 2004 and June 30, 2003................ 3
Notes to Condensed Consolidated Financial Statements (unaudited)....... 4
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 6
Item 3 - Controls and Procedures........................................ 13
Part II - Other Information
Item 1 - Legal Proceedings.............................................. 13
Item 2 - Changes in Securities.......................................... 13
Item 3 - Defaults Upon Senior Securities................................ 13
Item 4 - Submission of Matters to a Vote of Security Holders............ 14
Item 5 - Other Information.............................................. 14
Item 6 - Exhibits and Reports on Form 8-K............................... 14
- Exhibit 31.1 The Chief Executive Officer's certification required
under Section 302 of the Sarbanes-Oxley Act of 2002.
- Exhibit 31.2 The Chief Financial Officer's certification required
under Section 302 of the Sarbanes-Oxley Act of 2002.
- Exhibit 32.1 The Chief Executive Officer's certification required
under Section 906 of the Sarbanes-Oxley Act of 2002.
- Exhibit 32.2 The Chief Financial Officer's certification required
under Section 906 of the Sarbanes-Oxley Act of 2002.
Signatures.............................................................. 15
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30 March 31
ASSETS 2004 2004
Current assets: ----------- ---------
Cash and cash equivalents $ 4,332,677 5,968,122
Accounts receivable, net 4,000,361 3,420,701
Inventories:
Raw material 4,273,103 3,473,288
Work in process 558,863 434,090
Finished goods 1,626,659 1,725,799
---------- ----------
Total inventories 6,458,625 5,633,177
Prepaid expenses and other current assets 420,892 206,295
Deferred income taxes 254,797 239,169
---------- ----------
Total current assets 15,467,352 15,467,464
---------- ----------
Property, plant and equipment 11,221,920 10,268,976
Less accumulated depreciation 7,401,787 7,203,205
---------- ----------
Net property, plant and equipment 3,820,133 3,065,771
---------- ----------
Other assets 40,048 38,633
---------- ----------
$ 19,327,533 18,571,868
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 2,118,144 1,547,979
Accrued expenses 465,849 767,185
Dividends payable 99,767 99,295
Income taxes payable 281,044 431,093
Deferred income 10,525 10,525
---------- ----------
Total current liabilities 2,975,329 2,856,077
Deferred income 26,320 28,951
Deferred income taxes 235,120 235,120
---------- ----------
Total liabilities 3,236,769 3,120,148
---------- ----------
Stockholders' equity:
Common stock 2,945,994 2,932,377
Additional paid-in capital 8,455,766 8,417,686
Retained earnings 4,729,149 4,141,802
---------- ----------
16,130,909 15,491,865
Treasury stock, at cost - 21,500 shares (40,145) (40,145)
---------- ----------
Total stockholders' equity 16,090,764 15,451,720
---------- ----------
$ 19,327,533 18,571,868
========== ==========
See accompanying notes to condensed consolidated financial statements.
- 1 -
TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three Months Ended
June 30
2004 2003
---------- ----------
Operating revenues:
Net sales $ 7,078,313 5,648,655
Royalties 52,631 11,260
---------- ----------
7,130,944 5,659,915
---------- ----------
Operating expenses:
Cost of sales 4,509,416 3,719,843
Selling, general, and administrative 1,156,798 847,892
Research, development and engineering 466,471 313,658
---------- ----------
6,132,685 4,881,393
---------- ----------
Operating income 998,259 778,522
Interest and sundry income 7,220 1,989
---------- ----------
Income before income taxes 1,005,479 780,511
Income taxes 331,809 196,411
---------- ----------
Net income $ 673,670 584,100
========== ==========
Earnings per common share:
Basic $ 0.12 0.11
Diluted $ 0.11 0.10
Weighted average number of common
shares outstanding:
Basic 5,745,850 5,445,475
Diluted 5,977,941 5,625,994
Dividends paid $ 0.015 0.01
See accompanying notes to condensed consolidated financial statements.
- 2 -
TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
June 30
2004 2003
---------- ----------
Cash flows from operating activities:
Net income $ 673,670 584,100
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Tax benefit of stock options exercised 7,486 -
Depreciation 208,679 222,796
Increase in accounts receivable (579,660) (214,155)
Increase in inventories (825,448) (45,605)
Increase in prepaid expenses (214,597) (265,727)
Increase in deferred income taxes (15,628) (4,475)
Decrease in income taxes receivable - 19,766
Decrease (increase) in other assets (1,415) 1,559
Increase in accounts payable 570,165 482,162
Decrease in accrued expenses (301,336) (101,462)
Increase (decrease) in income taxes payable (150,049) 181,120
Decrease in deferred income (2,631) (2,631)
---------- ----------
Net cash provided by (used in)
operating activities (630,764) 857,448
---------- ----------
Cash flows from investing activities:
Capital expenditures (963,041) (133,813)
---------- ----------
Net cash used in investing activities (963,041) (133,813)
---------- ----------
Cash flows from financing activities:
Proceeds from stock option exercises 44,211 -
Dividends paid (85,851) (83,832)
---------- ----------
Net cash used in financing activities (41,640) (83,832)
---------- ----------
Increase (decrease) in cash and cash equivalents (1,635,445) 639,803
Cash and cash equivalents at beginning of period 5,968,122 2,529,562
---------- ----------
Cash and cash equivalents at end of period $ 4,332,677 3,169,365
========== ==========
See accompanying notes to condensed consolidated financial statements.
- 3 -
TECHNOLOGY RESEARCH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
June 30, 2004 and March 31, 2004
1. The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of management, necessary for the fair
presentation of the condensed consolidated financial statements for the interim
period. These statements should be read in conjunction with the consolidated
financial statements included in the Company's annual report on Form 10-KSB for
the year ended March 31, 2004.
The results of operations for the three-month period ended June 30, 2004
are not necessarily indicative of the results to be expected for the full
year.
2. Basic earnings per common share has been computed by dividing net earnings
by the weighted average number of common shares outstanding.
Diluted earnings per common share have been computed by dividing net earnings
by the weighted average number of common and common equivalent shares
outstanding. The weighted average common and common equivalent shares
outstanding has been adjusted to include the number of shares that would have
been outstanding if the stock options had been exercised, at the average market
price of the period, with the proceeds being used to buy shares from the market
(i.e. the treasury stock method).
The table below reconciles the calculation of the diluted and basic earnings
per share:
Three months ended June 30,
2004 2003
Net income $ 673,670 584,100
========== ==========
Weighted average shares
outstanding - basic 5,745,850 5,445,475
Dilutive common shares issuable
upon exercise of stock options 232,091 180,519
---------- ----------
Weighted average shares - diluted 5,977,941 5,625,994
========== ==========
Earnings per common share:
Basic $ 0.12 0.11
Diluted $ 0.11 0.10
For the three-month period ended June 30, 2004, options to purchase 245,400
shares of common stock were considered anti-dilutive for the purposes of
calculating earnings per share. For the three-month period ended June 30,
2003, options to purchase 250,000 shares of common stock were considered anti-
dilutive for purposes of calculating earnings per share.
- 4 -
3. In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities. This Interpretation clarifies the application of
Accounting Research Bulletin No. 51, Consolidated Financial Statements, to
certain entities in which the equity investors do not have the characteristics
of a controlling financial interest or do not have sufficient equity at risk
for the entity to finance its activities without additional subordinated
financial support from other parties. A variable entity is required to be
consolidated by the company that has a majority of the exposure to expected
losses of the variable interest entity. The Interpretation is effective
immediately for variable interest entities created after January 31, 2003. For
variable interest entities which an enterprise holds a variable interest that
is acquired before February 1, 2003, the Interpretation applies the first
fiscal year or interim period ending after December 15, 2003. In December
2003, the FASB issued a revision to the Interpretation , Interpretation 46R.
The revised Interpretation clarifies some of the original Interpretation and
exempts certain entities from the requirements. The revised Interpretation is
effective for the fiscal year ending after December 15, 2004. The application
of this Interpretation is not expected to have a material effect on the
Company's financial condition, results of operations or cash flows.
5. In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This
statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability. This statement was effective for financial
instruments entered into or modified after May 31, 2003, and otherwise was
effective at the beginning of the first interim period beginning after June 15,
2003. Initially, SFAS No. 150 required that all financial instruments meeting
the criteria of SFAS No. 150 be presented as liabilities rather than being
presented as minority interest between the liabilities section and the equity
section of the balance sheet. However, the FASB announced on October 29, 2003,
that it had deferred certain provisions of SFAS No. 150. The Company does not
currently have any instruments subject to SFAS No. 150, and, accordingly,
adoption is not expected to have a material effect on the Company's financial
condition, results of operations or cash flows.
6. As of June 30, 2004, the Company had four stock-based employee compensation
plans that are accounted for under the intrinsic value recognition and
measurement principles of the Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees. No stock-based employee
compensation expense is reflected in the net earnings, as all options granted
under the plans had an exercise price at least equal to the market value of the
underlying stock on the date of the grant. The following table illustrates the
effect on net earnings and earnings per share if the Company had applied the
fair value recognition and measurement provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation:
- 5 -
Three months ended June 30,
2004 2003
---------------------------
Reported net income $ 673,670 584,100
Total stock-based employee compensation
expense determined under fair value
based method for all rewards, net of
related tax effect (189,355) (24,866)
========= =========
Pro forma net income $ 484,315 559,234
========= =========
Earnings per common share:
Reported earnings per share-basic $ 0.12 0.11
Pro forma earnings per share-basic $ 0.08 0.10
Reported earnings per share-diluted $ 0.11 0.10
Pro forma earnings per share-diluted $ 0.08 0.10
The Company uses the Black-Scholes option-pricing model to estimate the fair
value of each option on the date of grant. The following weighted-average
assumptions were used in the model for the three months ended June 30, 2004 and
2003:
Three months ended June 30,
------------------------------
2004 2003
---- ----
Expected dividend yield 0.005% 1.60%
Risk free interest rate 5.00% 1.00%
Expected volatility 92.3% 91.9%
Expected life 7.31 years 8.34 years
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULT OF OPERATIONS
As used in this Quarterly Report on Form 10-QSB, "we," "our," "us," the
"Company" and "TRC" refer to Technology Research Corporation and its
subsidiary, unless the context otherwise requires.
General
TRC is an internationally recognized leader in electrical safety products that
prevent electrocution and electrical fires and protect against serious injury
from electrical shock. Based on its core technology in ground fault sensing,
products are designed to meet the needs of the consumer, commercial and
industrial markets worldwide. The Company also supplies power monitors and
control equipment to the United States Military and its prime contractors.
- 6 -
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 are 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 as well
as 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 provide any assurance that predicted 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.
You should carefully consider the following risk factors, together with the
other information contained in our annual report on Form 10-KSB for the year
ended March 31, 2004, in evaluating us and our business before making an
investment decision regarding our securities:
- Failure to achieve our growth strategy.
- Unavailability and cost increases in raw materials and components.
- The loss of or significant decrease in sales to large customers.
- Adverse changes in operations of global manufacturing facilities.
- Interruptions of manufacturing operations.
- Infringement or loss of proprietary rights.
- Seasonality.
- Competing with other large companies that produce similar products.
- Newly acquired businesses or product lines.
Critical Accounting Policies
The Company's critical accounting policies are: (1) revenue recognition;
(2) provision for excess and obsolete inventory; (3) provision for income
taxes; (4) allowance for doubtful accounts; and (5) impairment of long-lived
assets.
Revenue Recognition. The Company recognizes revenue when an order has been
received, pricing is fixed, product has been shipped and collectibility is
reasonably assured. Title to goods passes to customers upon shipment or in a
few cases upon receipt, there are no customer acceptance provisions included in
sales contracts and the Company has no installation obligation subsequent to
product shipment. Similarly, revenue is recognized upon shipment to
distributors as title passes to them without additional involvement or
obligation. Collection of receivables related to distributor sales is not
contingent upon subsequent sales to third parties. Cost of sales includes the
cost of the product and the Company's estimate of any additional warranty,
rework or other concessions the Company expects to incur in connection with a
sale.
- 7 -
Government sales are fixed price contracts. The Company has not experienced
losses in the past on such contracts. Should the Company identify a loss on a
future contract, the Company would account for the loss under Statement of
Position 81-1, Accounting for Performance of Construction-Type and Certain
Production Type Contracts, and record a charge against earnings in the period
the estimated loss was identified.
The Company accrues minimum royalties due from customers over the related
royalty period. Royalties earned in excess of minimum royalties due are
recognized as reported by the licensees. The Company enters into license
agreements and receives nonrefundable license fees in exchange for the use of
technology previously developed by the Company. The licensee receives the
right to manufacture and sell certain products exclusively within specified
geographic areas. The nonrefundable license fees are recorded as deferred
revenue and recognized as income on a straight-line basis over the exclusivity
period of the agreement. A termination or change to the initial license
agreement could result in an accelerated recognition of the deferred revenue.
License fees are included in royalty revenue.
Provision for Excess and Obsolete Inventory. The Company's financial
statements include an estimate associated with a valuation allowance with
respect to inventory. Various assumptions and other factors underlie the
determination of this estimate. The process of determining this estimate is
fact specific and takes into account primarily historical experience and
expected economic conditions. The Company evaluates this estimate on a monthly
basis and makes adjustments each quarter where facts and circumstances dictate.
The Company evaluates all inventory which has not had activity for twelve
months.
Provision for Income Taxes. Significant management judgment is required in
developing the Company's provision for income taxes, including the
determination of any foreign withholding taxes or any United States income
taxes on undistributed earnings of the foreign subsidiary, deferred tax assets
and liabilities and any valuation allowances that might be required to be
applied against the deferred tax assets. It is the Company's intention to
reinvest undistributed earnings of its foreign subsidiary and thereby
indefinitely postpone its repatriation. Accordingly, no provision has been
made for foreign withholding taxes or United States income taxes which may
become payable if undistributed earnings of the foreign subsidiary are paid as
dividends to the Company. The Company applies the Comparable Profits Method
("CPM") transfer pricing method to determine the amounts its subsidiary charges
to the parent.
Allowance for Doubtful Accounts. The Company records an allowance for
estimated losses resulting from the inability of our customers to make required
payments on their balances. We assess the credit worthiness of our customers
based on multiple sources of information and analyze such factors as our
historical bad debt experiences, publicly available information regarding our
customers and the inherent credit risk related to them, information from
subscription based credit reporting companies, trade association data and
reports, current economic trends and changes in customer payment terms or
payment patterns. This assessment requires significant judgment. If the
financial condition of our customers were to worsen, additional write-offs may
be required, resulting in write-offs that are not included in the allowance for
doubtful accounts.
- 8 -
Impairment of Long-Lived Assets. The Company reviews long-lived assets for
possible impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable in accordance with
Statement of Financial Accounting Standards No. 144 "Accounting for Impairment
or Disposal of Long-Lived Assets". In evaluating the fair value and future
benefits of its assets, management performs an analysis of the anticipated
undiscounted future net cash flows of the individual assets over the remaining
amortization period. The Company recognizes an impairment loss if the carrying
value of the asset exceeds the expected future cash flows.
The preparation of the condensed consolidated financial statements in
conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions about future events that affect
the reported amount of assets and liabilities and disclosure of contingent
assets and liabilities as of the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Operating Results
The following is management's discussion and analysis of certain significant
factors that 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, 2004 versus Three Months Ended
June 30, 2003
The Company's operating revenues for the first quarter ended June 30, 2004 were
$7,130,944, compared to $5,659,915 for the same quarter last year, an increase
of 26%. Net income for the current quarter was $673,670, compared to $584,100
for the same quarter last year, an increase of 15%. Basic earnings for the
current quarter were $0.12 per share and diluted earnings were $0.11 per share,
compared to basic earnings of $0.11 per share and diluted earnings of $0.10 per
share for the same quarter last year. The improvement in net income for the
quarter ended June 30, 2004, compared to the same quarter last year, was due to
an increase in revenues and gross profit margins that offset approximately
$461,719 in higher operating expenses, $78,786 due to a change in the Company's
effective income tax rate of 33%, compared to 25% in the prior year's quarter.
In addition, a greater number of outstanding common shares affected earnings
per share by approximately $0.01.
The Company started its 2005 fiscal year with record shipments resulting from
growth in both the commercial and military markets. In preparation for the
specific revenue opportunity created by the air conditioner market, the Company
incurred additional operating expense and made initial capital investments of
approximately $1,000,000 in the quarter which were required for the Company to
meet the upcoming deadlines of the air conditioning manufacturers. The Company
should start realizing revenues from this investment in its second quarter
ending September 30, 2004.
- 9 -
Commercial and military revenues for the quarter ended June 30, 2004 increased
by $467,176 and $962,482, respectively and royalty income increased by $41,371
compared to the quarter ended June 30, 2003. The increase in commercial
revenues was primarily attributed to product expansion into retail stores,
several new brand label accounts, including a new three year agreement with
Coleman Cable Systems, Inc. and shipments resulting from the new three year
agreement with Alfred Karcher GMBH for their sprayer washer requirements. The
increase in revenues from sales to both the military and its subcontractors of
control devices related to the Tactical Quiet Generator ("TQG") programs was
the result of on-going U.S. military activity and follow-on releases of
existing contracts with Fermont, a division of Engineered Support Systems.
Royalties increased as the result of a minimum royalty payment by Applica, Inc.
in the amount of $50,000, as specified in the December 2002 agreement with
Applica, Inc. regarding the use of the Company's Fire Shield(R) technology in
certain of its kitchen appliances. The Company does not expect to record any
further significant royalties in the 2005 fiscal year.
Although the Company is benefiting from strong sales in its overall core
business, the new market for cord fire protection for portable air
conditioners, as required by the new UL 1699 standard, continues to represent
the major growth opportunity for the Company in its 2005 fiscal year.
Approximately 10% of the market is represented by Packaged Terminal Air
Conditioner ("PTAC") units, which are used in commercial applications such as
motels, schools, nursing homes and small offices. The majority of the market,
or approximately 90%, is represented by room air conditioner ("RAC") units
which have residential applications. The Company plans to manufacture the
majority of the PTAC units, as well as RAC units for U.S. requirements, at its
Honduran manufacturing facility, whereas the majority of the RAC units are
expected to be supplied to the Company through multiple contract manufacturers
in the Far East to satisfy the specific delivery requirements in various
geographical areas.
The Company recently announced initial orders from eight different
manufacturers totaling $3.1 million for its Fire Shield(R) LCDI Power Cords.
These orders are primarily for PTAC units which are scheduled over the next six
months. Follow-on orders are anticipated. While the decision cycle of the RAC
manufacturers has taken longer than anticipated, the scope of the opportunity
for the Company remains unchanged. These units are generally manufactured from
late fall through early spring for the upcoming summer season; and therefore,
should have a positive seasonal effect on revenues for the Company's third and
fourth quarters. The Company is finalizing agreements with several large RAC
manufacturers and expects to shortly receive initial orders.
The Company's gross profit margin on net sales was 36% for the current quarter
and 34% for the same quarter last year reflecting improved manufacturing
productivity and product mix.
Selling, general and administrative expenses for the current quarter were
$1,156,798, compared to $847,892 in the same quarter last year, an increase of
approximately 36%, reflecting higher salary related expenses of $124,590,
professional fees of $70,486, travel expenses of $38,756, stockholder/board of
director expenses of $36,003, and an increase in other expenses of $39,071.
- 10 -
Selling expenses were $588,645 for the current quarter, compared to $466,202
the same quarter last year, an increase of approximately 26%. General and
administrative expenses were $568,153, compared to $381,690 in the same quarter
last year, an increase of approximately 49%. The increase in stockholder/
board of director expenses were the result of the Company's new board of
director compensation plan as described in the Company's 2004 Proxy Statement.
All other increases were primarily related to the cost of supporting the growth
in business and the new room air conditioner market.
Research, development and engineering expenses for the current quarter were
$466,471, compared to $313,658 for the same quarter last year, an increase of
approximately 49%. Salary related expenses increased by $132,417 due to
increased personnel, and additional expenses of $22,667 were incurred for
outside testing services, both relating to the support of the new room air
conditioner market. All other expenses decreased by $2,271.
Interest and sundry income was $7,220 for the current quarter, compared to
$1,989 for the same quarter last year, reflecting no debt and earnings on
cash balances during each quarter.
In accordance with SFAS 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 Honduran 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. The
Company's effective tax rate was 33% for the quarter ended June 30, 2004,
compared to 25% for the same quarter last year, reflecting higher earnings
generated in the U.S. from stronger military sales.
Liquidity and Capital Resources
As of June 30, 2004, the Company's cash and cash equivalents decreased to
$4,332,677 from the March 31, 2004 total of $5,968,122. Cash used in
operating activities was $630,764, cash used in investing activities was
$963,041 and cash used in financing activities was $41,640, giving a total
decrease of $1,635,445.
Cash used in operating activities was primarily due to an increase in accounts
receivable, inventories and prepaid expenses of $579,660, $825,448 and
$214,597, respectively, and a decrease in accrued expenses of $301,336, offset
to some extent by net income of $673,670, depreciation in the amount of
$208,679 and an increase in accounts payable of $570,165. The increase in
accounts receivable, inventories and accounts payable was primarily the result
of the Company's increased business. The increase in prepaid expenses was the
result of advanced discounted payments by the Company for its one year Honduran
facility lease and for its commercial property and casualty insurances. The
decrease in accrued expense was the result of the Company paying bonuses which
were accrued as of March 31, 2004.
- 11 -
Cash used in investing activities was related to purchases of capital equipment
in preparation of the Company's Honduran subsidiary and its Far East contract
manufacturers to build product to support the new room air conditioner market.
The Company's capital expenditures were $963,041 in the first quarter ended
June 30, 2004 compared to $133,813 in the prior year's quarter.
Cash used in financing activities was due to the Company's payment of cash
dividends in the amount of $85,851, offset to some extent by proceeds from
exercises of stock options in the amount of $44,211.
On November 12, 2003, the Company renewed its $3,000,000 revolving credit loan
with its institutional lender, extending the maturity date to December 14,
2005. Although the Company did not utilize its line of credit in the first
quarter, the Company has the option of borrowing at the prime rate, as defined
by the lender, of interest minus 25 basis points or the 30-day London Interbank
Offering Rate (L.I.B.O.R.) plus 175 basis points. 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 comply with its loan covenants. The Company has no off-balance
sheet arrangements and no debt relationships other than noted above.
The Company's working capital decreased by $119,364 to $12,492,023 at
June 30, 2004, compared to $12,611,387 at March 31, 2004. The Company
believes cash flow from operations, the available bank line and current cash
and cash equivalents position will be sufficient to meet its working capital
requirements for the next twelve months.
The first quarter dividend of $0.015 per share was paid on July 23, 2004 to
shareholders of record on June 30, 2004. The Company's annual dividend is
$0.06 per share.
New Accounting Standards
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities. This Interpretation clarifies the application of
Accounting Research Bulletin No. 51, Consolidated Financial Statements, to
certain entities in which the equity investors do not have the characteristics
of a controlling financial interest or do not have sufficient equity at risk
for the entity to finance its activities without additional subordinated
financial support from other parties. A variable entity is required to be
consolidated by the company that has a majority of the exposure to expected
losses of the variable interest entity. The Interpretation is effective
immediately for variable interest entities created after January 31, 2003. For
variable interest entities which an enterprise holds a variable interest that
is acquired before February 1, 2003, the Interpretation applies the first
fiscal year or interim period ending after December 15, 2003. In December
2003, the FASB issued a revision to the Interpretation , Interpretation 46R.
The revised Interpretation clarifies some of the original Interpretation and
exempts certain entities from the requirements. The revised Interpretation is
effective for the fiscal year ending after December 15, 2004. The application
of this Interpretation is not expected to have a material effect on the
Company's financial condition, results of operations or cash flows.
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In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This
statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability. This statement was effective for financial
instruments entered into or modified after May 31, 2003, and otherwise was
effective at the beginning of the first interim period beginning after June 15,
2003. Initially, SFAS No. 150 required that all financial instruments meeting
the criteria of SFAS No. 150 be presented as liabilities rather than being
presented as minority interest between the liabilities section and the equity
section of the balance sheet. However, the FASB announced on October 29, 2003,
that it had deferred certain provisions of SFAS No. 150. The Company does not
currently have any instruments subject to SFAS No. 150, and, accordingly,
adoption is not expected to have a material effect on the Company's financial
condition, results of operations or cash flows.
Item 3. Controls and Procedures
As of the end of the period covered by this report, an evaluation was carried
out under the supervision and with participation of the Company's management,
including the Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO"), of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) or
15d-15(e)) under the Securities Exchange Act of 1934. Based on that
evaluation, the CEO and CFO have concluded that the Company's disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 are recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms. There were no changes in the Company's internal
control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f))
during the quarter covered by this report that have materially effected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
Part II - Other Information
Item 1. Legal Proceedings
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of the Company, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position, results of operations or cash flows.
Item 2. Changes in Securities
Not Applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
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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
(a) Exhibits:
Exhibit 31.1 The Chief Executive Officer's certification required under
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 The Chief Financial Officer's certification required under
Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 The Chief Executive Officer's certification required under
Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 The Chief Financial Officer's certification required under
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
Form 8-K dated May 3, 2004 reported under "Item 12. Results of
Operations and Financial Condition" that the Company issued a press
release describing its results of operations for the fourth quarter
and year ended March 31, 2004 and attached such press release.
Form 8-K dated May 13, 2004 reported under "Item 5. Other Events" that
the Company issued a press release describing its CEO Succession Plan.
Form 8-K dated July 28, 2004 reported under "Item 12. Results of
Operations and Financial Condition" that the Company issued a press
release describing its results of operations for the first quarter ended
June 30, 2004 and attached such press release.
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___________________________________________
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
TECHNOLOGY RESEARCH CORPORATION
(registrant)
August 16, 2004 /s/ Scott J. Loucks
___________________________ __________________________________
Date Scott J. Loucks
Chief Financial Officer,
(principal financial, accounting and
Duly Authorized Officer)
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