-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Loe94scc0rTdOpTnH9NZVIyaJwm1sJSmra58XWvUlNMQbsN3ZHM37Iiz2TpR8R/f YMMTnI+w+fGNyeRtPV8nqA== 0000768153-96-000027.txt : 19960417 0000768153-96-000027.hdr.sgml : 19960417 ACCESSION NUMBER: 0000768153-96-000027 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960228 FILED AS OF DATE: 19960416 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL TESTING TECHNOLOGIES INC CENTRAL INDEX KEY: 0000768153 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 930845837 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10069 FILM NUMBER: 96547516 BUSINESS ADDRESS: STREET 1: 7500 PERIMETER RD CITY: SEATTLE STATE: WA ZIP: 98108 BUSINESS PHONE: 2067631919 MAIL ADDRESS: STREET 1: 7500 PERIMETER RD CITY: SEATTLE STATE: WA ZIP: 98108 FORMER COMPANY: FORMER CONFORMED NAME: PERIPHERAL SYSTEMS INC DATE OF NAME CHANGE: 19920703 10QSB/A 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB/A (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] _ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the Quarter Ended February 28, 1996 Commission file number 1-10069 ENVIRONMENTAL TESTING TECHNOLOGIES, INC. (formerly Peripheral Systems, Inc.) Washington 93-0845837 (State of Incorporation) (IRS Employer ID No.) 7500 Perimeter Road South Seattle, WA 98108 (Address of principal executive offices) (Zip Code) 206-763-1919 (Telephone Number) Check whether the registrant filed all documents and reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by the bankruptcy court. YES __X__ NO _____ Common stock, no par value, 1,511,315 shares outstanding as of 4/1/96 Table of Contents Page PART I - Financial Information Page No. Item 1 Condensed Consolidated Balance Sheet 1 Condensed Consolidated Statement of Operations 2 Notes to Financial Statement 3 Item 2 Management Discussion & Analysis of 4 Financial Condition & Results of Operations PART II - Other Item 1 Legal Proceedings 5 Item 2 Reports on Form 8K 5 Signatures 6 Part I - Financial Information Environmental Testing Technologies, Inc. & its subsidiaries Balance Sheet 2/29/96 5/31/96 Unaudited Audited ASSETS Current Assets Cash $7,876 $12,659 Accounts Receivable - net of allowances 233,457 535,299 Other current assets 56,334 225,570 -------- --------- TOTAL current assets 297,667 773,528 Property, Plant & Equipment Building & leasehold improvements 115,912 126,178 Machinery & equipment 1,965,457 2,205,328 Vehicles & office trailers 242,052 325,943 Furniture & fixtures 60,405 86,112 Less accumulated depreciation <1,746,396> <1,735,668> -------- ---------- Property, Plant & Equip. (Net) 637,430 1,007,893 Other Assets Deposits 21,241 30,058 -------- ---------- TOTAL ASSETS $956,338 $1,811,479 LIABILITIES & STOCKHOLDER'S DEFICIT Current Liabilities Line of Credit $143,434 $522,452 Accounts Payable 399,027 370,284 Accrued Liabilities 156,460 164,473 Current portion of long term debt 636,190 529,041 --------- --------- TOTAL current liabilities 1,332,054 1,586,250 Long Term Debt 188,089 222,389 Income Tax Payable 5,000 175,000 Redeemable Preferred Stock 176,958 176,958 Stockholder's (Deficit) Equity Preferred Stock 100,000 200,000 Common Stock (no par value) 635,557 608,557 Accumulated deficit <1,484,377> <1,357,675> ---------- ---------- TOTAL Stockholder's Deficit <748,820> <549,118> ---------- ---------- TOTAL LIABILITIES & STOCKHOLDER'S DEFICIT $956,338 $1,811,479 ========== ========== Environmental Testing Technologies, Inc. & its subsidiaries Statement of Operations 9 Months 9 Months Ended Ended 2/29/96 2/28/95 Sales $1,415,636 $2,411,676 Cost of Sales 1,059,019 1,557,072 ---------- ---------- Gross Profit 356,617 854,604 Operating Expenses: Selling, General & Administrative 575,970 650,032 Operating Income <219,353> 204,572 Other Expense: Interest 116,275 108,014 Net Loss on Discontinued Operations 34,920 75,802 Gain on Sale of Discontinued Business <73,846> 0 Favorable Federal Tax Settlement <170,000> 0 Total Income Before Income Taxes <126,702> 20,756 Federal Income Tax 0 0 --------- ---------- Net Income <$126,702> $20,756 ========= ========== Net Income Per Share NIL NIL Weighted Average Shares Outstanding 1,489,623 1,386,315 Notes to Condensed Consolidated Financial Statements Item 1 - The unaudited consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The accompanying consolidated financial statements and related notes should be read in conjunction with the audited financial statements of the Company, and notes thereto, for the fiscal year ended May 31, 1995. The information furnished reflects, in the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of the interim periods presented. Item 2 - Management's Discussion and Analysis of Financial Condition & Results of Operations Sales for the nine months ended February 29, 1996 and February 28, 1995, were $1,415,636 and $2,411,676 respectively. The sales reductions of $996,040 was the result of an abnormal decline in business at ETT: X-Ray,Inc., coupled with the near disappearance of TankTek business caused when its main operations manager left the Company and taking TankTek's business's with him. TankTek is recouping its lost customers and ETT: X-Ray Inc. continues at a lower sales level. Cost of Sales for the 9 months ended February 29, 1996 and February 28, 1995 were $1,059,019 and $1,557,072 respectively. These cost of sales resulted in gross profits of $356,617 in 1996 and $854,604 in 1995. The gross profits were lowered in 1996 then in 1995 for these significant reasons: lower sales levels; retaining personnel in anticipation of near term service orders; and finally poor pricing and job cost control which in part led to TankTek's management leaving. ETT: X-Ray Inc. has reduced its personnel to current need levels and TankTek's bidding and job cost control are now yielding positive results. Selling, general and administrative expenses have been reduced from $650,032 in 1995 to $575,970 in 1996. Interest expense increased from $108,014 in 1995 to $116,275 in 1996. Net loss on discontinued operations, February 8, 1996 for $34,920.00 are for February 28, 1996 -$75,802.00- reflects the operating results of Accu-Inspect Inc. for the period. Accu-Inspect's assets were sold in June 1995. Environmental Testing Technologies received debt relief and a note for the sale of Accu-Inspect's assets of $202,000.00, income is not recorded on this note until the cash has been received by the Company. Gain on sale of discontinued business of $73,846 recognizes the cash recovered and liabilities assumed by the buyer for the sale of Accu-Inspect Inc. assets. Favorable Federal income tax settlement gain of $170,000.00 reflects the favorable settlement reached with the Internal Revenue Service in February 1996. Net loss income for the nine months ended February 29, 1996 was $126,702 compared to a $20,756 profit recorded for the nine months ended 2/28/95. The loss was attributable to TankTek Inc. problems and the defunt merger with North American Inspection Inc. last summer. PART II - Other Information 1. Legal Proceedings. The Company is not a party to any material pending legal proceedings other than ordinary routine litigation incidental to the business, except for (1) a suit filed by Mr. Anton Kurtz, the owner of the Class A Preferred Stock. ETT is one of the defendants in this suit and intends to vigorously defend against this suit on a number of grounds and does not expect Mr. Kurtz to prevail in his assertions and in connection with its merger agreement. Environmental Testing Technologies Inc. has filed a suit against North American Inspection Inc., its offices, owners and against C. Rod Brashears, formerly a member of the Company's Board of Directors and manager of TankTek Inc. claiming damages in excess of $1,000,000. The defendants have counter claimed for $200,000 in damages. The Company is vigorously defending against the counter claims and feels the counter claim is without merit and expects to prevail in its claims against the defendants. Item 6 Exhibits and Reports on Form 8K No reports on Form 8K were filed for the 6 month period ending February 28, 1996 Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf, by the undesigned, thereunto duly authorized: ENVIRONMENTAL TESTING TECHNOLOGIES, INC. __________________________________________________________________ Date George B. Maitland, VP Finance __________________________________________________________________ Date Lee G. Connel, Director EX-27 2 ART. 5 FDS FOR 4TH QUARTER 10-Q
5 1,000 9-MOS MAY-31-1996 FEB-29-1996 7,876 0 233,457 0 0 56,334 637,430 (1,746,396) 956,338 1,332,054 0 635,557 100,000 635,557 (748,820) 956,338 537,706 0 1,415,636 1,634,989 (92,651) 0 116,275 (126,702) 0 (126,702) 0 0 0 (126,702) 0 0 -----END PRIVACY-ENHANCED MESSAGE-----