-----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, QkHCgQaTQLy4XqXUfj95MMu72ot/wzGOD/YTwb6AiGsPHUq4SHZx7ex/bJI5Mo2M fuqggBuQ/374vcL7I3JPBw== 0000768153-97-000037.txt : 19971104 0000768153-97-000037.hdr.sgml : 19971104 ACCESSION NUMBER: 0000768153-97-000037 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970531 FILED AS OF DATE: 19971103 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: 10KSB/A SEC ACT: SEC FILE NUMBER: 001-10069 FILM NUMBER: 97706529 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 10KSB/A 1 AMENDED FINANCIAL INFORMATION FOR 10K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-KSB/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For fiscal year ended May 31, 1997 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] 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, Washington 98108 (Address of Principal Executive Offices) (Zip Code) (206) 763-1919 (Issuer's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock 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 ____ No __X___ Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] Issuer's revenues for its most recent fiscal year: $1,844,021.00 Aggregate market value of voting stock held by non-affiliates: $NONE ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ______ No ___X___ The number of shares outstanding of each of the issuer's classes of common equity, as of September 30, 1997: 1,663,315 shares. DOCUMENTS INCORPORATED BY REFERENCE: None Transitional Small Business Format: Yes ______ No ___X___ PART I Item 1 - Description of Business GENERAL Environmental Testing Technologies, Inc. ("ETT") (formerly Peripheral System, Inc.) is a reincorporated Washington corporation which was originally organized as an Oregon corporation in October, 1983. ETT was formed to conduct original research and development projects designed to develop commercially realizable products that could be sold for a profit. During the 1980's, ETT bought interests in companies engaged in promising research and development projects. During the year of operations ended May 31, 1997, ETT:X-Ray, Inc.,("X- Ray") and TankTek, Inc. were the only operating subsidiaries of the company producing revenue. During the year ended May 31, 1996, in addition to ETT:X-Ray, Inc. and TankTek, Inc., Accu-Inspect, Inc. produced revenue until it was sold in July 1995. BANKRUPTCY PROCEEDING; PLAN OF REORGANIZATION In August 1993 ETT filed a voluntary petition in bankruptcy. Under the plan of reorganization, which was approved in May 1994, the Company refocused its revenue producing operations consisting of nondestructive testing and above-ground storage tank examinations. Under the plan of reorganization ETT's unsecured debts were converted into Redeemable Preferred Stock at $.25 on the dollar payable out of future earnings with a minimum annual redemption payment of $21,235. The preferred stock is convertible into shares of common stock representing 51% of the Company's outstanding stock in the event the Company fails to meet the mandatory redemption provisions. The Company's common shares and outstanding warrants were canceled completely in exchange for options to purchase new shares of Common Stock at $.05/share. ETT raised $568,657 through the exercise of these options which expired June 1, 1994. In May 1995, the Company's Board of Directors authorized a 1 for 10 reverse stock split. ETT elected not to make the first three preferred stock redemption payments which became due on August 31, 1995, 1996 & 1997. Under terms of the preferred stock agreement, upon 30 days notice the redeemable preferred stock is convertible into shares of common stock representing 51% of the outstanding common stock of ETT. The preferred stockholders have not exercised their right to convert the preferred stock and management intends to make the required redemption payment when cash is available. ETT-X:RAY, INC. ETT:X-Ray, Inc. performs nondestructive testing of metals and other materials for the petrochemical, construction, aerospace, maritime and other industries. ETT:X-Ray employs a variety of testing methods using radiographic, ultrasonic, magnetic particle, liquid penetrant, eddy current and visual inspection techniques. These services are generally performed on a bid basis and ETT:X-Ray is qualified for major contracts with both the government and the private sector. Inspections are performed on military projects and other government projects for private contractors as well as the private sector itself. ETT:X-Ray's revenues for the fiscal years ended May 31, 1997, and 1996 totaled $1.379 million for 1997 and $1.461 million for 1996. TANKTEK, INC. TankTek, Inc. provides engineering assessments and related testing services to owners of above-ground storage tanks holding hazardous materials, principally petroleum and chemical products. These services are marketed nationally. TankTek's business emphasis is on providing engineering services which allow tank owners to continue using their tanks in compliance with the American Petroleum Institute Standard 653 (API 653). API 653 sets forth the industry standards for above-ground storage tank inspection, repair, alteration and reconstruction needs. TankTek's revenues for the fiscal years ended May 31, 1997 and 1996 totaled $.465 million for 1997 and $.440 million for 1996. ACCU-INSPECT, INC. In August 1994, ETT formed a new subsidiary and subsequently acquired certain assets of Accu-Tech, a nondestructive testing company with offices in New Jersey and California. Due to significant operating losses incurred in its year ended May 31, 1994, $.280 million on revenues of $1.317 million, ETT elected to sell all the operating assets of Accu-Tech, Inc. in exchange for notes and the return of 100,000 shares of Convertible Preferred Class B Stock. ETT recognized a gain of approximately $44,000.00 on the sale in June 1995, and could realize additional gains as payments on the $202,000.00 notes are made. However, there is pending litigation and realization of the notes, if any, is unknown. NORTH AMERICAN INSPECTION, INC. In April 1995, ETT agreed to merge with North American Inspection, Inc. (NAII) and provided financial assistance to NAII until the merger was abruptly terminated by NAII in July 1995. All advances made by ETT have been repaid. ETT has commenced legal action against NAII and its officers and stockholders seeking contractual damages resulting from termination of the merger. The ultimate outcome of the litigation is not known. PATENTS, LICENSES TankTek, Inc. has an application pending on a patented ultrasonic floor scanner device. The working system currently acquires the accurate data required for engineers to access corrosion rates, but does not acquire the data in a cost effective manner. The solution to this problem is known, but due to funding limitations, the necessary action that would bring the system to full utilization capability has been postponed. The Company has elected to use more conventional means of data acquisition until this project is brought to completion. TankTek signed an agreement with Millstrong, LTD of Great Britain in 1995 granting TankTek exclusive distribution rights to the petrochemical industry for Millstrong's patented equipment in exchange for a requirement to purchase a certain number of units. TankTek then revised its basic business to include Millstrong equipment as a principle technology advantage. Due to the complications of the North American merger termination, TankTek was forced to abandon its exclusive relationship with Millstrong in September 1995. BUSINESS STRATEGY As with most service-oriented business, local service is generally more acceptable and less costly to the customer than long distance service calls. Continued application of this strategy to the Engineering/nondestructive service business is ETT's basic business plan. ETT corporate objective is to become the major provider of engineering services to the petro-chemical industry on a national scale in the specialized markets of API 653 and API 570 Compliance. By having strategically located offices in tank concentrated areas, ETT can become the most cost-effective supplier of specialized services and hence a major provider. The acquisitions of both Accu-Tech, Inc. and North American Inspection, Inc. were directed at providing the local service concept described above; however, these mergers did not achieve the desired results. The Company retrenched but has not abandoned the local service concept. In pursuit of its objectives, in July 1997, the Company agreed to acquire tank lifting equipment and patent rights owned by Worldwide Tank Services, Australia, Pty, LTD (WWT). The $100,000.00 purchase price consists principally of ETT Stock WWT has moved into ETT's Seattle office and TankTek is successfully marketing the WWT technology to its existing customer base. MARKET INFORMATION The market for non-destructive testing services is dominated by small regional suppliers who compete with both price and service. Most work is acquired on a time and material basis. The market for API-653 services is a growing market with few suppliers and even fewer qualified suppliers. The competition here is based upon quality service using qualified service personnel equipped with advanced technology. ETT's strategy is to provide unique API 653 services nationally and use the natural relationship between nondestructive testing services and API 653 to help penetrate the market. This strategy is being executed in two ways - acquiring, training and retaining personnel who can provide the services' and by keeping the company's technical capability on the leading edge. WWT tank lifting technology offers a cost effective, time saving alternative to the current methods of correcting settlement and secondary containment problems with above-ground storage tanks. ETT does not have a current customer that represents more than 10% of its anticipated revenue. EMPLOYEES ETT employs 20 technical, clerical, and managerial personnel, including 19 full time employees. Item 2 - Description of Property At May 31, 1997, ETT had the following properties under a long term lease: Office and laboratory in Seattle, WA at annual rent of $33,374.88 through 2001. Management believes that the facility is adequate for the Company's current needs. Item 3 - Legal Proceedings The Company is not a party to any pending legal proceedings except the litigation filed by the Company against North American Inspection, Inc., its Officers and Owners, and the litigation filed by the former owners of Accu-Tech, Inc. against the Company. Item 4 - Submission of Matters to a Vote of Security Holders Since the vote required to approve the plan of reorganization (spring of 1994) no matters have been submitted to the security holders for vote. PART II Item 5 - Market For Common Equity and Related Stockholder Matters ETT Common Stock was quoted on NASDAQ under the symbol PSIX until January 1992. ETT's stock trading was delisted at that time and the Company has no knowledge of trading activities since that date. The Company has never paid dividends on its Common Stock and does not anticipate that it will do so in the foreseeable future. The future dividends payments, if any, on the Common Stock is within the discretion of the Board of Directors and will depend on the Company's earnings, its capital requirements and financial condition. At October 9, 1997, there were approximately 423 record holders of the Company's Common Stock. Item 6 - Management's Discussion and Analysis or Plan of Operations OVERALL DISCUSSION As of May 31, 1997, the Company composed of Environmental Testing Technologies, Inc. with its two operating subsidiaries, ETT:X-Ray, Inc. and TankTek, Inc. is engaged in two primary business segments: nondestructive testing and inspection of materials, and providing engineering condition assessment services to owners of above-ground petrochemical storage tanks, piping and pressure vessels. In June 1995, ETT sold its New Jersey based company, Accu-Inspect, Inc. to a former owner of Accu-Tech Evaluation Services, Inc., and in July 1995 North American Inspection terminated the merger agreement with ETT. While both the Accu-Inspect, Inc. and North American Inspection, Inc. mergers resulted in failure, the design of the mergers was strategic alliances consistent with the Company's growth plans for establishing base operations near petrochemical industry centers of operation. The Company recognizes the need for new capital infusion and is actively pursuing additional services of funding to further its corporate objectives as explained in the Plan of Reorganization. See Item 1 - Description of Business and Liquidity and Capital Resources, following. RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED 5/31/97 COMPARED TO FISCAL YEAR ENDED 5/31/96. OPERATING LOSS ANALYSIS For the two years ended May 31, 1997 and 1996, operating losses were $72,572 and $256,451. The causes for the decrease in losses are discussed separately by the following comments under Revenue Analysis, Cost of Sales, Gross Profit Analysis, Selling, General and Administrative Expenses, and Research and Development Expense Analysis sections. REVENUE ANALYSIS Nondestructive testing is testing an object without destroying it. This allows the item inspected to either pass or fail a given standard. The standard for pass or fail is developed by customers', management, engineering or production departments. Petroleum Engineering Services may use inspection data to evaluate pass or fail tanks and piping, but is largely involved in making specific engineering corrections or recommendations that allow the client to bring the tank or system into compliance with the American Petroleum Institute Standards for its continued use. Revenues by lines of business for the years ended May 31, 1997 and 1996 consisted of the following. Revenues 1997 1996 Nondestructive Testing $1,378,588 $1,484,233 Petroleum Engineering Services 465,432 440,245 TOTAL $1,844,021 $1,924,478 Nondestructive testing revenues decreased from $1,484,233 in 1996 to $1,378,588 in 1997. The overall decrease was approximately 7% with the loss of Accu-Inspect, Inc. revenues from $21,572 in 1996 to zero in 1997 accounting for 25% of the reduced volume levels. There is no specific known reason for the remaining decrease. Petroleum engineering services increased from $440,245 in 1996 to $465,432 in 1997. This is only a slight increase of 5.7% with no identifiable reason. COST OF SALES/GROSS PROFIT ANALYSIS Cost of sales and the resulting gross profit for the year ended May 31, 1997, were $1,264,376 and $579,645, or a gross profit of 31% on revenues. For the year ended May 31, 1996, the cost of sales and gross profit were $1,476,580 and $447,898, or a gross profit of 23% on revenues. The gross profit percentage increase of 8% from 23% in 1996 to 31% in 1997 was directly attributable to improvement in the nondestructive testing segment improved labor efficiencies. SELLING, GENERAL & ADMINISTRATIVE EXPENSES ANALYSIS Selling, general and administrative expenses decreased from $704,349 in 1996 to $652,217 in 1997 The $52,132 reduction in expenses was attributable to lower bad debt expenses and reduced travel costs associated with concentrating on the local market rather than national sales presentations efforts in 1996. OTHER EXPENSE ANALYSIS Other operating expenses of $175,558 in 1996 increased 12% to $197,413 in 1997. Other expenses principally consist of interest; however, due to late payments to vendors, late penalties and fees of $19,154 were incurred in 1997 and account for most of the expense increase. The Company has no knowledge of known trends, events, or uncertainties which could reasonably be expected to adversely effect revenues, costs or profits in the future. CASH FLOW ANALYSIS Net changes in cash provided in operating activities were $42,934 in 1996 and <$76,676> in 1997. The most significant component of this $119,610 change was the change from a net income of $15,169 in 1996 to a net loss of <$269,985> in 1997. The other significant item is the reduction of accounts receivable, accounts payable and accrued liabilities that were caused by the sale of Accu-Inspect, Inc. assets. Net cash flows in investing activities changed from $323,371 in 1996 to <$15,339> in 1997. This $338,710 change was principally due to collection of advances originally made to complete the North American Inspection, Inc. merger. Net cash provided from financing activities went from <$372,520> in 1996 to $85,571 in 1997, with the principal change attributable to repayment of loans made to or attributable to North American Inspection, Inc.'s defunct merger agreement. LIQUIDITY AND CAPITAL RESOURCES The working capital position of the Company has been under heavy pressure for several years. The working capital has been negative for each of the last two years. 1997 1996 Current Assets 282,721 262,087 Current Liabilities 1,173,468 716,861 Negative Working Capital <890,747> <454,774> As discussed in Note 2 to the consolidated financial statements, the Company filed a voluntary petition of reorganization under Chapter 11 of the Federal Bankruptcy Code in United States Bankruptcy Court on August 10, 1993. This event and the resulting operating losses of $269,985 in 1997, $339,725 in 1995 and $158,668 in 1994 and as of May 31, 1997, a stockholders deficit of $834,934 and a working capital deficit of $890,747 raises substantial doubt about the Company's ability to continue as a going concern. The continuation of the Company as a going concern is contingent upon, among other things, the ability to achieve satisfactory levels of future earnings and liquidity. Management has taken a number of actions to expand the Company's services into the testing of aboveground tank, primarily for the petroleum industry. The Company's first two acquisitions were not successful and for the past two years the Company has been operating closer to home while assessing the best way to continue its strategic plan for growth. In July 1997, the Company acquired assets of Worldwide Tank Services of Australia and has recently started operations. These services are compatible with TankTek's current business and consistent with its long term plans for strategic acquisitions and internal growth. Management believes that the continued execution of its plans for strategic acquisitions and internal growth will provide sufficient liquidity for the Company to continue as a going concern. However, there are no assurances that these objectives can be attained. Accordingly, the attached consolidated financial statements do not include any adjustments related to the recoverability that might be necessary should the Company be unable to continue as a going concern. The Company intends on seeking new capital, both from borrowings and new equity securities issuance's that will provide funds needed to fully implement its business plan and objectives of providing API 653 engineering services and non-destructive testing services to the national petrochemical industry. The Company needs for new capital, working capital, and for equipment are significant particularly to continue to develop the Petroleum engineering services business contemplated in its business plan. While the Company has shown substantial liquidity depletion over the past years, the Company recognizes it needs additional funds to fully implement its business plan and fully intends on securing new debt and equity financings. If adequate capital is not available on a timely basis, the Company will not be able to pursue its corporate objectives, and may be required to reduce its operations. Item 7 - Financial Statements The consolidated financial statements for the years ended May 31, 1997 and 1996 are filed as part of this Annual Report on Form 10-KSB. Item 8 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure On September 18, 1997, the Board of Directors of ETT engaged the accounting firm of Williams and Webster as independent accountants for the Registrant to do the audits for the fiscal years 1996 and 1997. The Company did not have any disagreements with its former auditor, BDO Seidman, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of BDO, would cause it to make reference to the subject matter of the disagreement in connection with its report. Form 8K was filed and is an exhibit to this Form 10KSB. PART III Item 9 - Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act The following table sets forth certain information concerning the directors and executive officers of ETT. Principal Occupation During Past Five Years Name and Age Positions Held and Certain Other Directors (3) Directorships - ------------------------------------------------------------------------ Gene Basile, 62 Director, ETT Gene Basile became a director of ETT in January 1994, and chairman of the board & CEO in May 1995. From 1992-1993, Mr. Basile served as Senior Consultant for Professional Services Industries, Inc., as well as serving as Chairman of the Board of Associated Testing from June 1992 through January 1994. Since January 1994 Mr. Basile has also served on the Board of Directors of Professional Engineering and Inspection Company, a materials inspection company. Between 1971 - 1991, Mr. Basile held various positions with U.S Testing, Inc., including the position of CEO from 1987 - 1991. Each of these companies performed nondestructive testing services similar to ETT:X-Ray, except on a national basis. Mr. Basile achieved a BS and MBA degree in Engineering in 1960 and 1964, respectively. Lee G. Connel, 72 Director, ETT President/Director, ETT:X-Ray Lee G. Connel was reappointed President of ETT:X-Ray in 1993. Prior to that time, Mr. Connel held the office of Vice-President of X-Ray beginning 1991 and from 1965 to 1991 served as President of X-Ray. Mr. Connel also serves of the Board of Directors of ETT:X-Ray. In addition to his position with ETT:X-Ray, Mr. Connel has managed his own business as a professional consulting engineer from 1965 to the present. Michael B. LaVigne, 40 Director, ETT Michael B. LaVigne has served as a Director of ETT since December 1991. From 1991 to 1993, Mr. LaVigne was self employed as a business consultant. In 1993 he began as President of Northwest Capital, Inc., an investment banking firm. In March 1997 Mr. LaVigne began as Chairman and CEO of Global Leisure, Inc. Michael C. McPherson, 45 Director, ETT Michael C McPherson has served as director of ETT since November 1991. From 1991 to the present, Mr. McPherson has served as a principal with The Investment Co. in San Francisco, California, dealing in financial and investment consultation. George B. Maitland, 59 Director, ETT President & CFO, ETT George B. Maitland has served in various executive positions with ETT since December 1991. ___________ (3) Board of Directors As set forth in the Bylaws of the Company, the Board consists of not less than three (3) nor more than eleven members, the exact number to be fixed by the Board of Directors. The Board currently consists of Six (6) directors who will serve until the next annual meeting. Item 10 - Executive Compensation The following table sets forth a summary of certain information concerning compensation awarded to or paid by ETT for services rendered in all capacities, during the last three fiscal years, to the Chief Executive Officer. There were no executive officers with compensation exceeding $100,000.00. Summary Compensation Table Annual Compensation - ------------------------------------------------------------ Name and Principal Position Year Salary Bonus Compensation - ------------------------------------------------------------ Gene Basile, 1997 $33,000 0 0 CEO - ETT 1996 $36,000 0 0 1995 $36,000 0 0 George B. Maitland, 1997 $75,000 0 0 President VP of Finance 1996 $75,000 0 0 1995 $60,000 0 0 ============================================================ Long-Term Compensation - ------------------------------------------------------------ Awards Payouts --------------------- LTIP All Other Name Year Options Payouts Compensation - ------------------------------------------------------------ Gene Basile, 1995 0 0 0 CEO - ETT George B. Maitland, 1995 0 0 0 President VP of Finance ============================================================
STOCK OPTIONS The following table sets forth certain information concerning exercises of stock options pursuant to ETT's stock option plans by the named executive officers during the year ended May 31, 1995, and stock options held at year end. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES Number of Shares Value of Unexercised Acquired on Value Options at Year End Options at Year End(1) Name Exercise Realized ---------------------------------------------- - --- (1) Exercisable Unexercisable Exercisable Unexercisable - -------------------------------------------------------------------------------- - --- Gene Basile 128,000 0 0 0 0 0 Lee G. Connel 0 0 300,000 0 0 0 Michael McPherson 0 0 20,000 0 0 0 Michael LaVigne 0 0 20,000 0 0 0
(1) On May 31, 1995, the Company's Common Stock was not trading. For purposes of the table, the value was considered the value of the Stock Options of $.50 per share. As defined the Plan of Reorganization Market price the same value. (The shares reflects the 10:1 reverse split approved in May 1995). EMPLOYMENT AGREEMENTS None Compliance with Section 16(a) of the Securities Exchange Act Under the federal securities laws, the Company's directors and executive officers, and any persons holding more than 10% of the Company's Common Stock are required to report their initial ownership of the Common Stock and any subsequent changes in that ownership to the Securities and Exchange Commission (the "Commission"). Specific due dates for these reports have been established and the Company is required to disclose in this Annual Report on Form 10-KSB any failure to file by these dates. To the Company's knowledge, none of the people owning 10% or more of the Company's outstanding Common Stock have reported their initial ownership of the Common Stock. The Company is not aware of any subsequent changes in that ownership. The Company has informed each of the following named individuals of their obligation to file the require report. Mr. George B Maitland, Mr. Gene Basile and Mr. Floyd Hambleton are the only shareholders with 10% or more in actual ownership. Mr. Lee G. Connel, and Mr. Raymond Hand could each own 10% or more of the outstanding Common Stock if they exercise their stock options. In making these disclosures, the Company has relied solely on written representations of its directors and executive officers in copies of the reports that they have filed with the Commission. Item 11 - Security ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding ownership of Common Stock of the Company as of October 10, 1997, by (i) each director of the Company, (ii) each named executive officer, (iii) each person known by the Company to be the beneficial owner of more than 5% of the outstanding Common Stock of the Company, and (iv) all directors and executive officers as a group. Where beneficial ownership was less than one percent the percentage is not reflected in the table. Share of Common Stock and % of Class Beneficially Directors Owned on October 10, 1997(1)(2) - ------------------------------------------------------------------------ George B. Maitland, Director and President 403,620 (17.4%) Gene Basile, Director and CEO 300,000 (12.9%) Lee G. Connel, Director & President, ETT:X-Ray, Inc. 400,000 (17.3%) Michael LaVigne, Director 20,000 ( .9%) Michael McPherson, Director 95,000 ( 4.1%) 5% Shareholders Floyd Hambleton 140,000 ( 6.0%) Raymond Hand 300,200 (12.95%) All Directors and Officers as a Group 1,200,620 (51.8%) (1) Unless otherwise indicated, beneficial ownership reflects sole voting power and sale disposition power and options exercised within 60 days. (2) Assumes all directors and executive officers options and warrants are exercised for a total outstanding shares of 2,318,316. Item 12 - Certain Relationships and Related Transactions During 1991, the Company borrowed $250,000 from a stockholder. The note was collateralized by the stock of X-Ray, bore interest at the prime rate plus 1% and was due on demand. The note agreement granted the stockholder the option to purchase 400,000 shares of an inactive subsidiary Nucell, Inc. which is 51% owned by the Company at $.01 per share. With the occurrence of certain events, the agreement further granted the stockholder the right to require the Company to purchase that option for $400,000. During 1992, those conditions were met, and accordingly, the Company recorded a payable to the stockholder of $400,000. In 1994, with the confirmation of the Plan, the payable was converted to preferred stock. Additionally, the debt was converted to a term note which bears interest at 9% and is payable at $3,000 per month plus accrued interest. At May 31, 1997 the balance due on the stockholder note was $141,252.00. Item 13 - Exhibits and Reports on Form 8-K (a) Exhibits: None (b) Reports on Form 8-K August 15, 1997 amended to October 13, 1997. (c) Consolidated Financial Statements - Years ended May 31, 1997 and 1996 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this _________________________. ENVIRONMENTAL TESTING TECHNOLOGIES, INC. By: S/S LEE G. CONNEL, DIRECTOR In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this _______________________________. Signature Title Principal Financial Officer and GB MAITLAND Principal Accounting Officer: George B. Maitland [Chief Financial Officer] ENVIRONMENTAL TESTING TECHNOLOGIES, INC. Consolidated Financial Statements Years Ended May 31, 1997 and 1996 CONTENTS PAGE Independent Auditor's Report 1 Consolidated Balance Sheets as of May 31, 1997 and 1996 2 Consolidated Statements of Operations for the years ended May 31, 1997 and 1996 3 Consolidated Statements of Changes in Stockholders' Equity for the Years ended May 31, 1997 and 1996 4 Consolidated Statements of Cash Flows for the years ended May 31, 1997 and 1996 5 Notes to Consolidated Financial Statements 6-1 Exhibit WILLIAMS & WEBSTER, P.S. Independent Auditor's Report We have audited the accompanying consolidated balance sheets of Environmental Testing Technologies, Inc. as of May 31, 1997 and 1996, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the two years in the period ended may 31, 1997. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based upon our audits. We conducted our audits in accordance with generally accepted auditing standards, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Environmental Testing Technologies, Inc. as of May 31, 1997 and 1996, and its consolidated statements of operations, changes in stockholders' equity and cash flows for the two years ended May 31, 1997 and 1996, in conformity with generally accepted accounting principles. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, Environmental Testing Technologies, Inc. filed a voluntary petition of reorganization under Chapter 11 of the Federal Bankruptcy Code in United States Bankruptcy Court on August 10, 1993. This event and the working capital deficity of $890,747 raise substantial doubt about the company's ability to continue as a going concern. The continuation of the Company as a going concern is contingent upon, among other things, the ability to achieve satisfactory levels of future earnings and liquidity. Management's plans concerning these matters are also described in Note 2. The Company also is at risk relating to unresolved litigation and unpaid liabilities from foreclosure on a subsidiary. These uncertainties are described in Note 9. The consolidated financial statements do not include any adjustments that might result ferom the outcome of these uncertainties. Williams & Webster, P.S. Certified Public Accountants October 3, 1997 ENVIRONMENTAL TESTING TECHNOLOGIES, INC. Consolidated Balance Sheets as of May 31, 1997 and 1996 ASSETS May 31, May 31, 1997 1996 CURRENT ASSETS Cash $ - $ 6,444 Accounts receivable - trade, net of allowances for doubtful accounts of $20,644 and $21,966 247,684 210,468 Other current assets 35,037 45,175 Total current assets 282,721 262,087 PROPERTY PLANT AND EQUIPMENT net of accumulated depreciation of $1,932,241 and $1,794,324 440,774 578,691 OTHER ASSETS 18,548 3,009 TOTAL ASSETS $ 742,043 $ 843,787 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Line of credit $ 175,679 $ 141,592 Accounts payable 250,778 298,867 Accrued liabilities 142,500 123,373 Current portion of long-term debt 604,511 153,029 Total current liabilities 1,173,468 716,861 LONG-TERM DEBT net of current portion 226,551 547,917 COMMITMENTS AND CONTINGENCIES - - TOTAL LIABILITIES 1,400,019 1,264,778 REDEEMABLE PREFERRED STOCK 176,958 176,958 STOCKHOLDERS' DEFICIT Class B preferred stock 1,800,000 shares authorized, 100,000 shares issued and outstanding 100,000 100,000 Common stock; no par value; 10,000,000 shares authorized; 1,663,315 and 1,535,315 shares issued 677,557 644,557 and outstanding Accumulated deficit (1,612,491) (1,342,506) Total Stockholders' Deficit (834,934) (597,949) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 742,043 $ 843,787
ENVIRONMENTAL TESTING TECHNOLOGIES, INC. Consolidated Statements of Operations For the Two Years Ended May 31, 1997 and 1996 May 31, May 31, 1997 1996 SALES $ 1,844,021 $ 1,924,478 COST OF SALES 1,264,376 1,476,580 Gross Profit 579,645 447,898 OPERATING EXPENSES Selling, General and Administrative Expenses 652,217 704,349 OPERATING LOSS (72,572) (256,451) OTHER EXPENSE Interest expense (178,259) (206,948) Other expense (19,154) - Other income - 31,390 Total Other Expense (197,413) (175,558) NET LOSS, from continuing operations before extraordinary item (269,985) (432,009) DISCONTINUED OPERATIONS Gain on disposal of Accu-Inspect, Inc., and X-Ray, Inc. - 277,178 EXTRAORDINARY ITEM Gain on tax settlement - 170,000 Net (Loss) Income $ (269,985) $ 15,169 NET (LOSS) INCOME PER SHARE Loss before discontinued operations and Extraordinary item $ (0.18) $ (0.29) Gain from discontinued operations - 0.19 Extraordinary item - 0.11 Net (Loss) Income Per Share $ (0.18) $ 0.01 WEIGHTED AVERAGE SHARES OUTSTANDING 1,535,315 1,463,315
ENVIRONMENTAL TESTING TECHNOLOGIES, INC. Statement of Changes in Stockholders' Equity For the Two Years Ended May 31, 1997 and 1996 Class B Additional Total Preferred Stock Common Stock Paid-in Accumulated Stockholders' Shares Amount Shares Amount Capital Deficit Deficit Balances at May 31, 1995 200,000 $ 200,000 1,463,315 $ 608,557 - - $(1,357,675) $ (549,118) Redemption of preferred stock (100,000) (100,000) (100,000) Issuance of common stock upon exercise of options 72,000 36,000 36,000 Net income 15,169 15,169 Balances at May 31, 1996 100,000 100,000 1,535,315 644,557 - - (1,342,506) (597,949) Issuance of common stock upon exercise of options 128,000 33,000 33,000 Net loss (269,985) (269,985) Balances at May 31, 1997 100,000 $100,000 1,663,315 $677,557 - - $ (1,612,491) $ (834,934)
ENVIRONMENTAL TESTING TECHNOLOGIES, INC. Statement of Cash Flows for the Two Years Ended May 31, 1997, 1996 and 1995 May 31, May 31, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $ (269,985) $ 15,169 Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities: Depreciation 141,917 155,469 Issuance of common stock for consulting services 33,000 36,000 Change in assets and liabilities: Accounts receivable (increase) decrease 37,216 324-831 Other current assets (increase) decrease 10,138 (6,018) Accounts payable increase (decrease) (48,089) (271,417) Accrued liabilities increase (decrease) 19,127 (211,100) NET CASH FLOWS PROVIDED (USED) FROM OPERATING ACTIVITIES (76,676) 42,934 CASH FLOWS FROM INVESTING ACTIVITIES (Increase) decrease in other receivables - - 186,413 (Increase) decrease in other assets (15,339) 136,958 NET CASH FLOWS (USED) FROM INVESTING ACTIVITES (15,339) 323,371 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 225,000 230,651 Increase (decrease) in line of credit 34,087 (380,860) Payments on long-term debt (29,161) (79,078) Payments on capital leases (144,355) (143,233) NET CASH FLOWS PROVIDED (USED) FROM FINANCING ACTIVITES 85,571 (372,520) TOTAL INCREASE (DECREASE) IN CASH (6,444) (6,215) CASH AT BEGINNING OF YEAR 6,444 12,659 CASH AT END OF YEAR $ - $ 6, 444
Year Ending May 31, Notes Payable Capital Leases 1998 $ 461,740 $ 142,771 1999 25,634 131,077 2000 29,564 85,013 2001 - - - - Total minimum payments $ 516,938 358,861
Amount representing imputed interest ( 44,738) Present value of minimum lease payments $ 314,123 NOTE 4 - LINE OF CREDIT The Company has a revolving line of credit arrangement with a financing company which charges annualized interest of 33.48%. At May 31, 1996, the agreement allowed the Company to borrow up to the lesser of $400,000 or 80% of eligible receivables. At May 31, 1997, the agreement allowed the Company to borrow up to $400,000 or 90% of eligible receivables. Borrowings under this agreement totalled $141,592 at May 31, 1996 and $175,679 at May 31, 1997. The agreement is collateralized by accounts receivable and a personal guarantee by an officer of the Company. NOTE 5 - INCOME TAXES Deferred taxes are comprised of the following: 1997 1996 Reserve for bad debts $ 7,468 $ 7,026 Accrued vacation 19,798 20,400 Net operating loss carryforwards 2,755,814 2,677,608 2,783,080 2,705,034 Valuation allowance (2,783,080) (2,705,034) - - - -
The Company has provided a 100% valuation allowance on deferred tax assets since management could not determine that it was more likely than not that they would be realized. For 1996 and 1997, the difference between the Company's effective income tax rate and the federal statutory rate of 34% consists of the following: 1997 1996 Tax (benefit) at statutory rate $(91,795) $5,157 Utilization of net operating loss carryforwards - (5,157) Increase in valuation allowance 91,795 - - Tax at effective rate - - - -
The Company has net operating loss carry-forwards of approximately $7,875,000 with expiration dates beginning in fiscal year 2000. As part of a 1997 offer in compromise with the Internal Revenue Service, the Company agreed to reduce the carry-forward by approximately $500,000 for losses from one of its subsidiaries. NOTE 6 - EMPLOYEE BENEFIT PLAN ETT: X-Ray has a 401(k) employee benefit plan for those employees who meet the eligibility requirements set forth in the plan. Eligible employees may contribute up to 10% of their compensation to a maximum contribution of $9,500 beginning in 1996. ETT - X-Ray provides a profit sharing contribution which is determined at the option of the board of directors. An employee becomes fully vested with respect to employer contributions after 5 years of service. There were no employer contributions in 1997 and 1996. NOTE 7 - OPTIONS AND WARRANTS During 1996 and 1997, common stock purchase warrants and common stock options consisted of the following: Options Warrants Balance, June 1, 1995 950,000 15,000 $ 0.20 - 5.00 Issued 25,000 $ 2.00 Exercise of options (72,000) .50 Cancellation of options (300,000) Balance, May 31, 1996 603,000 15,000 $ .050 - 5.00 Exercise of options (128,000) $ 0.23 Balance , May 31, 1997 475,000 15,000 $ 0.20 - 5.00
The above options and warrants are fully vested, and are valued at the fair market value of the common stock as of the date of grant. The warrants expire in April 2002. The majority (300,000) of the options expire in February 2000 and the remaining options expire on May 31, 1998. NOTE 8 - STATEMENT OF CASH FLOWS Supplemental disclosures of cash flows information: 1997 1996 Cash paid during the year for: Interest $178,259 $204,044 Income taxes - - - - Non-cash investing and financing activities: Equipment purchases financed by capital lease obligations - - 63,000 Common stock issued in exchange for consulting services $33,000 $36,000
NOTE 9 - COMMITMENTS AND CONTINGENCIES Future minimum rental payments which are required under an operating lease with a remaining noncancelable lease term in excess of one year are $33,375 per year through fiscal year 2001. Additionally, the Company leases warehouse and commercial space in Washington under cancelable leases with month-to-month terms. Rent expense related to these leases was $35,050 and $28,196 for 1997 and 1996, respectively. During the normal course of business, matters arise which may ultimately subject the Company to claims and litigation. At present, the Company is involved in litigation relating to a discontinued operation (Accu-Inspect) and relating to a noncompleted merger agreement (regarding North American). The Company is also at risk relating to unpaid liabilities from foreclosure on a subsidiary (X-Ray, Inc.). Management believes that the resolution of these matters will not have a material adverse effect on the Company's financial position. ACCU-INSPECT In August 1994, the Company formed a subsidiary, Accu-Inspect, Inc., a company located in New Jersey. The assets were acquired by issuing 200,000 shares of class B preferred stock valued at $1.00 per share and the assumption of $238,962 of secured debt. In June 1995, the Company sold all of the assets of Accu-Inspect, Inc. to a former owner of Accu-Tech, Inc. in exchange for 100,000 shares of class B preferred stock issued to purchase the assets, $202,000 in notes receivable and the assumption of $166,312 of accounts payable. The Company realized a gain of approximately $44,000 on the sale, after recording a reserve for the full amount of the notes (against which no payments have been made). After the sale of Accu-Inspect assets, former owners of Accu-Tech commenced legal actions against the Company for breach of contract. Based upon the opinion of the Company's counsel, the suits could result in a settlement or award by the court in favor of the Company. At this time, however, no estimate can be made as to the time or the amount, if any, of ultimate recovery. NORTH AMERICAN In April 1995, the Company entered into a letter-of-intent to merge with North American Inspection, Inc. (North American). Shortly thereafter, the Company obtained a $500,000 revolving line-of-credit using North American's accounts receivable billed through a corporate subsidiary as collateral (see Note 3). North American terminated the merger agreement in July 1995 and subsequently all of the receivables were collected and the credit line paid in full. ETT has commenced legal action against North American and its officers and stockholders seeking contractual damages resulting from the termination of the merger. The ultimate outcome of the litigation is not known. X-RAY, INC. In November 1995, the Company elected to foreclose on its security interest in all of the assets of its subsidiary, X-Ray, Inc. The foreclosure resulted in the Company's removal from its consolidated balance sheet of $252,497 of X-Ray's liabilities. In effecting this foreclosure, the Company recorded a net gain of $233,178. NOTE 10 - PREFERRED STOCK The Company elected not to make the first three preferred stock redemption payments amounting to $21,235 per annum which became due on August 31 of 1995, 1996, and 1997. Under terms of the preferred stock agreement, upon 30 days notice the redeemable preferred stock is convertible into shares of common stock representing 51% of the outstanding common stock of the Company. The preferred stockholders have not exercised their right to convert the preferred stock and management intends to make the required redemption payment when cash is available. The Company also elected not to make dividend payments to the holders of Class B preferred stock. Under the terms of the preferred stock agreement, required dividends are as follows: 2% (effectively, $2,000) for the first year ending August 31, 1995; 6% (effectively, $6,000) for subsequent years. The Company and the owners of the Class B preferred stock are currently engaged in litigation. See Note 10. NOTE 11- EXTRAORDINARY ITEM In prior years, the Company recorded an estimated tax liability related to a tax shelter investment made by X-Ray prior to its acquisition by the Company. This recorded liability of $175,000 at May 31, 1995 included assessed taxes of approximately $143,000 in addition to accrued interest and penalties. In April 1996, the Company was able to successfully negotiate a full settlement with the Internal Revenue Service for the sum of $5,000. The resultant gain of $170,000 has been recorded as an extraordinary item in the year ended May 31, 1996. NOTE 12- SUBSEQUENT EVENT In a purchase agreement dated July 2, 1997, the Company agreed to acquire tank-lifting equipment and patent rights owned by World Wide Tank Services Australia Pty. Ltd. (WWT). The agreement calls for a purchase price of U.S. $100,000, consisting of $75,000 in ETT stock and a $25,000 non-interest bearing note payable in incremental installments of $1,000 for each tank lifted. The Company expects to complete this purchase in November 1997.
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