10QSB 1 elgt10qsb103105.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________to________________ Commission File:# 0-14754 ELECTRIC & GAS TECHNOLOGY, INC. (Exact Name of Registrant as specified in its Charter) TEXAS 75-2059193 (State or other Jurisdiction of (I R S. Employer incorporation or organization) Identification No.) 3233 West Kingsley Road, Garland, Texas 75041 (Address of Principal Executive Offices) (Zip Code) (972) 840-3223 (Issuer's telephone number) Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12-2 of the Exchange Act). Yes [_] No [X] The number of shares outstanding of each of the Issuer's Classes of Common Stock, as of October 31, 2005: Common - $0.01 Par Value - 7,341,979 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES Index to Form 10-QSB For the Quarter Ended October 31, 2005 Part I - Financial Information Page Item 1. Condensed Consolidated Financial Statements: (a) Condensed Consolidated Balance Sheets at October 31, 2005 (unaudited) and July 31, 2005 3 (b) Condensed Consolidated Statements of Operations for the three months ended October 31, 2005 (unaudited) and October 31, 2004 (unaudited) 4 (c) Condensed Consolidated Statement of Changes in Stockholders' Deficit for the three months ended October 31, 2005 (unaudited) 5 (d) Condensed Consolidated Statements of Cash Flows for the three months ended October 31, 2005 (unaudited) and October 31, 2004 (unaudited) 6 (e) Notes to Condensed Consolidated Financial Statements (unaudited) 7-13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13-16 Item 3. Controls and Procedures 16 Part II - Other Information Item 1. Legal Proceedings 17 Item 4. Submission of Matters to Vote of Security Holders 17 Item 6. Exhibits and Reports on Form 8-K 18 Signature (Pursuant to General Instruction E) 18 All other items called for by the instructions are omitted as they are either not applicable, not required, or the information is included in the Condensed Financial Statements or Notes thereto. 2
ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) October 31, 2005 July 31, 2005 ---------------- ---------------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 118,037 $ 200,455 Accounts receivable, net 1,226,857 1,038,591 Inventories 1,694,018 1,476,209 Prepaid expenses 80,743 40,714 Other assets - current 173,783 -- ---------------- ---------------- Total current assets 3,293,438 2,755,969 ---------------- ---------------- PROPERTY, PLANT AND EQUIPMENT, net 1,566,000 1,628,364 ---------------- ---------------- OTHER ASSETS Certificates of deposit, pledged 101,970 101,970 Assets held for sale 408,650 408,650 Due from affiliates - net 643,869 664,533 Other assets 71,982 126,718 ---------------- ---------------- Total other 1,226,471 1,301,871 ---------------- ---------------- TOTAL ASSETS $ 6,085,909 $ 5,686,204 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 1,163,869 $ 974,259 Accounts payable 1,310,721 1,186,075 Accrued liabilities 205,234 310,252 Customer deposits 385,582 -- Payable to officers 86,406 38,876 Current maturities of long-term obligations 488,735 491,221 Current portion of minimum pension liability 160,634 160,634 Liabilities of discontinued operations 71,608 71,608 ---------------- ---------------- Total current liabilities 3,872,789 3,232,925 ---------------- ---------------- LONG-TERM OBLIGATIONS Long-term obligations, less current maturities 1,069,002 1,124,167 Minimum pension liability 1,068,012 1,069,012 ---------------- ---------------- Total long-term obligations 2,137,014 2,193,179 ---------------- ---------------- Minority interest in subsidiary -- 3,206 ---------------- ---------------- STOCKHOLDERS' EQUITY Preferred stock, $10 par value, 5,000,000 shares authorized, none issued Common stock, $.01 par value, 30,000,000 shares authorized, issued 7,341,979 and 7,326,979 shares respectively 73,420 73,270 Additional paid-in capital 9,666,641 9,655,826 Accumulated deficit (8,434,309) (8,242,556) Accumulated comprehensive losses (1,229,646) (1,229,646) ---------------- ---------------- Total stockholders' equity 76,106 256,894 ---------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,085,909 $ 5,686,204 ================ ================
See accompanying notes to the condensed consolidated financial statements. 3
ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended October 31, 2005 2004 ----------- ----------- Sales $ 1,921,113 $ 2,147,202 Cost of goods sold 1,604,723 1,445,758 ----------- ----------- Gross profit 316,390 701,444 Selling, general and administrative expenses 618,900 547,973 ----------- ----------- Income (loss) from operations (302,510) 153,471 ----------- ----------- Other income (expense) Interest (62,067) (62,787) Settlement of civil action 170,000 (49,000) Other income (expense), net (382) 11,669 ----------- ----------- Total other income (expense) 107,551 (100,118) ----------- ----------- Net income (loss) from continuing operations before minority interest (194,959) 53,353 Minority interest in subsidiary 3,206 (38,177) ----------- ----------- Net income (loss) from continuing operations (191,753) 15,176 Discontinued operations, net of tax -- 39,372 ----------- ----------- Net income (loss) $ (191,753) $ 54,548 =========== =========== Income (loss) available per common share: Income (loss) from continuing operations $ (0.03) $ 0.00 Income from discontinued operations -- 0.01 ----------- ----------- Net income (loss) $ (0.03) $ 0.01 =========== =========== Weighted average common shares outstanding 7,337,903 6,997,034 =========== ===========
See accompanying notes to condensed consolidated financial statements. 4
ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT For the three months ended October 31, 2005 (Unaudited) Common Accumulated stock other shares Common Paid-in Accumulated comprehensive issued stock capital deficit losses Total ----------- ----------- ----------- ----------- ------------- ----------- Balance at July 31, 2005 7,326,979 $ 73,270 $ 9,655,826 $(8,242,556) $ (1,229,646) $ 256,894 Stock issued for interest on note 15,000 150 10,815 -- -- 10,965 Net income -- -- -- (191,753) -- (191,753) ----------- ----------- ----------- ----------- ------------- ----------- Balance at October 31, 2005 7,341,979 $ 73,420 $ 9,666,641 $(8,434,309) $ (1,229,646) $ 76,106 =========== =========== =========== =========== ============= ===========
See accompanying notes to condensed consolidated financial statements. 5
ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three months ended October 31, Cash flows from operating activities: 2005 2004 ------------- ------------- Net income (loss) $ (191,753) $ 54,548 Gain (loss) on discontinued operations, net of tax -- (39,372) ------------- ------------- Net income (loss) from continuing operations (191,753) 15,176 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation of property, plant and equipment 87,623 64,140 Stock issued as interest expense for loans 10,965 -- Gain on investments (170,000) -- Changes in operating assets and liabilities: Accounts receivable (188,266) (150,876) Inventories (217,809) (178,126) Prepaid expenses (40,029) (11,055) Other assets 50,953 40,868 Accounts payable 124,646 (178,325) Customer deposits 385,582 -- Accrued liabilities (105,018) (459,054) Accrued pension plan (1,000) -- ------------- ------------- Net cash provided by (used in) operating activities (254,106) (857,252) ------------- ------------- Cash flows from investing activities: Purchase of equipment (25,259) (54,555) Investments in affiliates 20,664 (10,197) Pension plan -- 18,000 Idle facility -- (6,290) Certificates of deposits -- 331,558 ------------- ------------- Net cash provided by (used in) investing activities (4,595) 278,516 ------------- ------------- Cash flows from financing activities: Proceeds from officer 47,530 -- Payments on long-term obligations (57,651) (358,964) Net change on notes payable 189,610 (254,620) Minority interest in subsidiary (3,206) 38,177 ------------- ------------- Net cash provided by (used in) financing activities 176,283 (575,407) ------------- ------------- Net cash provided by discontinued operations -- 1,264,260 ------------- ------------- Net increase (decrease) in cash and cash equivalents (82,418) 110,117 Cash and cash equivalents - beginning of period 200,455 37,139 ------------- ------------- Cash and cash equivalents - end of period $ 118,037 $ 147,256 ============= ============= Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 70,174 $ 65,037 ------------- -------------
See accompanying notes to condensed consolidated financial statements. 6 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES NOTE A - BUSINESS AND BASIS OF PRESENTATION Business Electric & Gas Technology, Inc.("the Company" or "ELGT") was organized as a corporation under the laws of the State of Texas on March 18, 1985, to serve as a holding company for operating subsidiary corporations. The Company continued in this manner until 2004, at which time the decision was made for the corporate entity to become more actively involved in the management of subsidiary operations. The ultimate objective of this change is a more coordinated use of management expertise, technical resources and operating capabilities that support a strategy of long term growth in shareholder value. Near the end of fiscal 2004, the Company relocated all its operations, including corporate staff, into a single facility containing 144,000 square feet, which it already occupied. In addition to achieving improvements in communications and utilization of resources, this also allowed the Company to proceed with the listing of two commercial properties. The Company presently is the owner of 100% of Reynolds Equipment, Inc. (Reynolds) and 98.1% of Logic Metals Technology, Inc. (LMT). Through these subsidiaries, the Company operates in two distinct business segments: (1) Utilities Products and (2) Contract Manufacturing. Reynolds, operating in the Utilities Products segment, designs, manufactures and markets products for natural gas measurement, metering and odorization primarily for municipalities and publicly owned utility companies. Materials consist of proprietary circuit boards utilizing industry standard components, industry standard probes and hardware. The manufacturability of the boards is readily available through a large number of local low cost circuit board assembly operations. All other items are available through multiple vending sources. The products are primarily marketed directly by the Company and, to a lesser degree, through some manufacturers' representatives. LMT, operating in the Contract Manufacturing sector, provides precision sheet metal fabrication and assembly for a diverse customer base, including telecom and networking cabinetry, electrical controls and other functional and aesthetic sheet metal applications. The Company uses some manufacturer's representatives, but has primarily grown the revenue from existing customers. Raw material generally consists of standard sheet metal and general purpose fittings and connectors available from general hardware and steel distributors. Currently, the Company has one customer that represents over 45% of its total revenue for the year ended July 31, 2005. The Company has employed a strategy to merge operational functions wherever possible with the short term objective of operating a single manufacturing group serving both owned proprietary products and external customers through a common organization. Consolidation of the organizations has been completed and migration of the manufacturing systems into one common system is an ongoing effort. Interim Financial Statements The accompanying condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission ("SEC") for inclusion in the Company's quarterly report on Form 10-QSB. The accompanying financial statements reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim periods. 7 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES NOTE A - BUSINESS AND BASIS OF PRESENTATION (continued) The statements were prepared using accounting principles generally accepted in the United States of America. As permitted by the SEC, the statements depart from generally accepted accounting disclosure principles in that certain data is combined, condensed or summarized that would otherwise be reported separately. NOTE B - DISCONTINUED OPERATIONS On July 30, 2004, the Company consummated the sale of assets of its wholly owned subsidiary located in Canada, Hydel Enterprises, Inc. The sale included current assets and plant, property and equipment. The proceeds were transferred to the Company on August 5, 2004, and the liabilities were paid. In accordance with APB Opinion No. 30, as amended by SFAS No. 144, the assets and liabilities of Hydel have been disclosed separately in the balance sheets as assets and liabilities of discontinued operations. As the result of a settlement of litigation, the Company agreed to transfer its 91.5% ownership of AWT, Inc and its associated intellectual property to the plaintiff, with no physical assets or liabilities. In accordance with APB Opinion No. 30, as amended by SFAS No. 144, the assets and liabilities of AWT have been disclosed separately in the balance sheets as assets and liabilities of discontinued operations. NOTE C - INVENTORIES Inventories are comprised as follows: October 31, 2005 July 31, 2005 ---------------- ---------------- Raw materials $ 698,894 $ 527,134 Work in process 332,226 302,122 Finished goods 662,898 646,953 ---------------- ---------------- Total inventory $ 1,694,018 $ 1,476,209 ================ ================ Inventories, consisting of raw materials, work-in-process and finished goods, are stated at the lower of cost or market as determined by the first-in, first-out method. The Company reviews inventory usage by line item at least annually, and accents material as potentially slow moving when usage for the prior 12 months is less than the current "on-hand" quantity. In subsequent review, alternative and substitute uses are identified, and the slow moving quantity is adjusted. The carrying value of excess inventory is adjusted for financial reporting purposes. Obsolete inventory is identified when a product will no longer be produced or supported by the Company. Customers are notified of final opportunity to purchase the product and spares, and the inventory is subsequently destroyed and/or sold as scrap. 8 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES NOTE D- NOTES PAYABLE AND LONG-TERM OBLIGATIONS On October 4, 2005, the Company entered into an agreement to borrow $125,000 bearing interest at 12%, maturing on April 4, 2006 from an individual third party accredited investor. The Company has also promised to issue 15,000 shares of the Company's common stock and 15,000 warrants to purchase common restricted shares of Form 144 stock for $1.50 per share. NOTE E - IMPAIRMENT OF LONG-LIVED ASSETS AND ASSETS HELD FOR SALE The Company reviews for impairment, long-lived assets and certain identifiable intangibles whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. In the event of impairment, the asset is written down to its fair market value. Assets to be disposed of are recorded at the lower of net book value or fair market value less cost to sell, at the date management commits to a plan of disposal and are classified as assets held for sale. During 2005, the Company sold its former executive offices at 13636 Neutron Road, Dallas, Texas, a 7,800 sq. ft. one story building. The Company is holding for sale the former Reynolds occupied and owned building situated on 40,000 square feet of land in Garland, Texas. The plant is a one story, concrete building containing approximately 15,500 square feet of floor space, which includes approximately 2,000 feet of office space. The building has a remaining mortgage of $353,600 with a local bank. The Company has replacement value insurance on the building. As the building is being held for sale, it is not being depreciated. However, prior depreciation for federal income tax and financial reporting was previously over a 40 year period on the straight line method. The total carrying value of the assets held for sale as of October 31, 2005 is the net book value of $408,053 and is included in long-term assets. Based on appraisals and independent comparative sales reports, the Company believes that the fair market value for these assets exceeds $400,000. The following is the carrying value of assets held for sale and the corresponding liabilities at October 31, 2005. During the fiscal year ended July 31, 2005, the Company transferred $125,000 of equity value, in the form of a secondary lien, in the real estate related to the Paris, Texas building to the Retech Pension Plan, as described in Note F. Carrying Current Long-term Total value liabilities liabilities Liabilities ----------- ----------- ----------- ----------- Paris building $ 322,110 $ 21,964 $ 236,510 $ 285,474 Garland building 86,540 16,163 337,437 353,600 ----------- ----------- ----------- ----------- Total $ 408,650 $ 38,127 $ 573,947 $ 639,074 =========== =========== =========== =========== 9 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES NOTE F - CONTINGENCIES The sale of the Company's former subsidiary Superior Switchboard and Devices Inc. (Superior) was completed in 1996. Consideration received from this sale included a note receivable of approximately $1,250,000. The surviving business of Superior, renamed Retech, Inc., continued to own an 80,000 square foot manufacturing facility in Paris, Texas and continued to be responsible for the frozen Defined Benefit Pension Plan for Bargaining Employees (the "Plan") that covered all of its hourly employees. The Plan called for benefits to be paid to eligible employees at retirement based upon years of service and compensation rates near retirement. The maker defaulted on the $1.25 million note. The Company sued for collection and subsequently entered into a Settlement Agreement. Again the maker failed to perform under this Agreement and has caused the Company to pursue further recourse. During the three months ended October 31, 2005 the Company recorded a $170,000 settlement that was reached. Subsequent to first quarter 2006, the Company received the funds agreed upon. Failure to collect on the note previously had, in part, impaired the Company's ability to meet minimum funding requirements as a portion of the proceeds would have been used by the Company to support the Plan. The entire note was written off by the Company during FY 2002 and no portion of it was ever booked as an asset of the Plan. The Plan began experiencing deficiencies when its asset values were diminished by poor stock market conditions and a steady decline in interest rates. Poor financial performance of the Company over consecutive years also contributed to the condition of the Plan. Since 2001, the Company has struggled to keep the Plan in line with minimum funding requirements. As the result of Retech's non-liquid status, it has been unable to currently fund the annual pension liability. The Company has recognized a minimum pension liability for the under-funded plan. The minimum liability is equal to the excess of the projected benefit obligation over plan assets. A corresponding amount is recognized as either an intangible asset or reduction of stockholders' equity. The Plan's pension liability as of July 31, 2005, the date of the last actuarial valuation, was $1,229,646, resulting in a stockholders' equity reduction of $1,229,646. The Company has accrued $13,000 for the current year, through the quarter ended October 31, 2005. Current management recognized the condition of the Plan and worked with the IRS to enter into a Closing Agreement executed April 15, 2005 that brought the plan into acceptable funding status. An important element to the Agreement was the transfer of equity of $125,000 in the Paris, TX building and 20 acres to the Plan as a contribution. The transfer of equity into the Plan had no material affect on the financial position of ELGT. The Company is committed to restoring the plan to full compliance. This is a stepwise process, focused first on the Closing Agreement and meeting current minimum funding requirement. Now that this step has been completed the Company will address other matters of compliance related to the Plan. Whereas the Company believes that it will be able to resolve these matters in a satisfactory manner, failure to do so could have a negative impact on the Company's future performance. 10
ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES NOTE G - INDUSTRY SEGMENT DATA The Company's current business is primarily comprised of two industry segments: (i) The Utilities Products segment, where Reynolds designs, manufactures and markets products for natural gas measurement, metering and odorization primarily for municipalities and publicly owned utility companies and (ii) The Contract Manufacturing segment, where LMT provides precision sheet metal fabrication and assembly for a diverse customer base, including telecom and networking cabinetry, electrical controls, and other functional and aesthetic sheet metal applications. 3 months October 31, 2005 2004 ----------- ----------- Operating revenues: Utilities Products $ 518,767 $ 593,863 Contract Manufacturing 1,402,346 1,553,339 ----------- ----------- Total sales $ 1,921,113 $ 2,147,202 =========== =========== Operating income (loss): Utilities Products $ (17,969) $ 25,435 Contract Manufacturing (142,036) 255,770 ----------- ----------- Income (loss) from operations (160,005) 281,205 General corporate expenses (142,505) (127,734) Minority Interest in subsidiary 3,206 (38,177) Other income (expense), net 107,551 (100,118) ----------- ----------- Net income (loss) from continuing operations (191,753) 15,176 Discontinued operations, net of tax -- 39,372 ----------- ----------- Net income (loss) $ (191,753) $ 54,548 =========== =========== NOTE H - RELATED PARTY TRANSACTIONS The following is a summary of advances to and from affiliated companies included in other assets at October 31, 2005 and July 31, 2005: October 31, 2005 July 31, 2005 ---------------- ---------------- Net Due To/From Affiliates - Interfederal Capital, Inc. $ 643,869 $ 664,533 ================ ================ Net Payable to Officers $ (86,406) $ (38,876) ================ ================
Interfederal Capital, Inc. (Interfederal), a Texas corporation, is managed under a voting trust by S. Mort Zimmerman and ownership is held by his wife and four (4) children. The Company leased facilities owned by Interfederal at a rate of $30,000 per month. 11 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES NOTE H - RELATED PARTY TRANSACTIONS (continued) Interfederal, S. Mort Zimmerman individually and/or Daniel A. Zimmerman individually have guaranteed the Company's lines of credit, real estate and equipment loans that were obtained during the year ended July 31, 2003 and year ended July 31, 2005. S. Mort Zimmerman, IFC Industries, M&M Trans Exchange, Comtec, Inc. and Glauber Management have agreed to consolidate their balances into the account of Interfederal Capital, Inc. for the purpose of legal offset. The consolidated balance of $643,869 due to the Company from Interfederal Capital, Inc. is recoverable when, and if, it exercises its option to purchase the real estate it currently leases from Interfederal, as described in Capital Expenditures. The offset occurred during the fiscal year ended July 31, 2005. The balance of $643,869 due from Interfederal is a payment by the Company toward the purchase of the facility it leases from Interfederal. Should the Company not be able to finance said purchase on or before the option expiration date, the amount of the offset due the Company will be recovered against lease payments due. The Company has a payable of $86,406 that is due to Daniel A. Zimmerman as of October 31, 2005, compared to a $38,876 payable due as of July 31, 2005. These amounts were used to fund various payables of the Company. The Company has pledged a certificate of deposit in the amount of $100,000 for a loan in the name of DOL Resources, Inc., a publicly held corporation in which Electric & Gas Technology, Inc. owns a 19.9% equity interest. The note is currently being serviced by Glauber Management, an affiliate of DOL, and the Company believes that Glauber has sufficient resources to continue servicing the debt. The carrying value on the balance sheet for DOL is $1 at October 31, 2005 and July 31, 2005. NOTE I - REVENUE RECOGNITION POLICIES The Company recognizes revenue when title passes to its customers upon shipment of its products for final delivery. The Company ships goods and performs services only after receiving purchase orders from customers or authorization to charge a credit card and the credit card is validated. Revenue for shipments to customers delivered by company truck is recognized when a signed receiving document is returned to the plant. Shipments made by common carrier and by freight forwarders are FOB manufacturing plant, and the customer is charged for shipping expense. The revenue is recognized when the carrier has signed for possession of the goods. The Company does not utilize stocking distributors and ships to "end use" customers. No right of return exists in regard to stocking levels or lack of requirement. Defective products can be exchanged or repaired at the Company's discretion. NOTE J - SUBSEQUENT EVENTS On November 7, 2005, the Company entered into two separate agreements to borrow $50,000 each, bearing interest at 12%, maturing on May 1, 2006 from two individual third party accredited investors. The Company has also promised to issue 5,000 shares of the Company's common stock for each agreement. 12 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES NOTE J - SUBSEQUENT EVENTS (continued) On November 10, 2005, the matter between Electric & Gas Technology, Inc., Retech, Inc. and Hydel Enterprises, Inc. (Plaintiffs) vs. Nathan Mazurek, American Circuit Breaker Corp. and Provident Group, Inc. (Defendants) was decided in a Delaware court and the Company has settled for $170,000. See Part II Item 1. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Company, through its subsidiaries, operates within two industries. These are (i) the Utilities Products segment, in which the Company designs, manufactures and markets products for natural gas measurement, metering and odorization and (ii) the Contract Manufacturing segment, in which the Company provides metals fabrication and assembly for a diverse customer base, including telecom and networking cabinetry, electrical controls, and other functional and aesthetic fabricated metal applications. The Company has employed a strategy to merge operational functions wherever possible with the short term objective of operating a single manufacturing group serving both owned proprietary products and external customers through a common organization. Results of operations Summary. The Company reported revenues of $1,921,113 for the three months ended October 31, 2005. This compares to revenues of $2,147,202 for the same period in 2004. The reduction in revenue is primarily attributed to a slump in served customer demand, especially in the Contract Manufacturing segment. The Company reported a net loss from continuing operations of ($191,753) for the three months ended October 31, 2005. This compares to a net income from continuing operations of $15,176 for the same period in 2004. The results are due primarily to reductions in revenue in both segments of the Company as the result of a temporary slump in the markets served and accepting orders with lower gross margin to maintain production capability. Gross margins for the Company decreased from 32.67% for the three months ended October 31, 2004, to 16.47% for the three months ended October 31, 2005. Gross margins decreased as the result of accepting orders with lower gross margin to maintain production capability. Inventories have increased in raw materials during the three months ended October 31, 2005. In an effort to keep up the current customer lead time demands, the Company has implemented a system to stock frequently used raw materials to reduce lead time Selling, general and administrative expenses as a percent of revenues increased from 25.52% for the three months ended October 31, 2004, to 32.22% for the three months ended October 31, 2005. The change for the three months is a result of a reduction in sales, along with an increase in expenses due to efforts to increase future sales 13 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES The following table represents the changes [increase/(decrease)] in operating revenues, operating income/(loss) and income/(loss) from continuing operations by the respective industry segments when compared to the previous period: Three months ended October 31, 2005 -------------------------------- Increase/ (Decrease) Percent ------------------- --------- Operating revenues: Utilities Products $ (75,096) (12.65%) Contract Manufacturing (150,993) (9.72%) Total sales $ (226,089) (10.53%) =================== ========= Income (loss) from continuing operations: Utilities Products $ (43,404) NA Contract Manufacturing (397,806) NA ------------------- --------- Total segment operating income (loss) (441,210) NA General corporate expenses (14,771) NA Minority interest in subsidiary 41,383 NA Other income (expense) 207,669 NA ------------------- --------- Net income(loss) from continuing operations $ (206,929) NA =================== ========= Utilities Products - This segment reported a decrease in revenue of ($75,096) with operating income being reduced by ($43,404) for the three month period ending October 31, 2005. The decrease in revenue was the result of softened demand for the electronic products. The decrease in operating profit is consistent with the variable gross margin for these products. This segment acquired a product line that it has branded Co-Pilot (TM). This product is used in combination with the segment's other instrumentation to allow a gas utility operator to remotely monitor and control pressure and flow in a gas pipeline. It also commercialized one of its product research and development efforts, introducing a new gas odorization system branded Smart Drip (TM). Contract Manufacturing - In this segment, revenues decreased ($150,993) while operating profit was reduced by ($397,806) for the quarter ended October 31, 2005. These decreases were due primarily to the decline in requirements from the largest customer. The decline in profit is the result of lowered sales and the increase in staffing related to a contract awarded to supply $2.5 million in cabinets by the middle of February 2006. On October 12, 2005, this segment was awarded a contract to manufacture and sell Election Supply Cabinets (ESC) for a fixed price of $2,470,000. These cabinets will be used in conjunction with new electronic voting systems recently purchased by a major U.S. metropolitan county elections authority. This segment has begun an initiative to enhance its sales effectiveness and broaden its range of services offered. It is exploring opportunities to develop or acquire proprietary products. Current facilities and capital equipment base will support substantial increases in business. 14 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES Corporate overhead expenses increased by $14,771 for the three months ended October 31, 2005, relative to the corresponding three month period in the prior year. This increase is primarily the result of legal and audit fees. Other income increased by $210,875 for the three months ended October 31, 2005 relative to the same period in the prior year. This net increase is due primarily to a $170,000 gain on investment the Company recorded during the three months ended October 31, 2005. During the fiscal year ending July 31, 2005, the Company accepted 11,915,712 shares of Logic Metals Technology, Inc. common stock in satisfaction of debt at a rate of $0.13 per share. This increased the position of the Company from 80% to 98.1% ownership of Logic Metals Technology, Inc. Liquidity and Capital Resources The Company's current assets are $3,293,438 at October 31, 2005, as compared to $2,755,969 at July 31, 2005, which is an increase of $537,469. Current liabilities increased from July 31, 2005 to October 31, 2005 by $639,864, contributing to a decrease in working capital (current assets less current liabilities) to ($579,351) at October 31, 2005 as compared to ($476,956) at July 31, 2005. This is primarily the result of a bridge loan of $125,000. The Company believes that it can generate sufficient cash to meet its working capital requirements. During fiscal year ending 2005, the IRS approved the transfer of equity of $125,000 in the Paris, TX building and 20 acres to the Retech pension plan as a contribution. See Note F for additional information. While the Company has incurred losses over the past years it demonstrated the ability to raise capital in order to support the strategic goals to continue to grow revenue and improve profitability. The Company may seek a private placement of its public equity. Management believes that, if required, it can attract investment capital of up to $2,000,000 based on the Company's business strategy. The amount of equity the Company would offer would depend in part on share/conversion price, discount or premium on current market share price and dilution prospects. While management believes that, if needed, the Company could obtain the above funding, there is no assurance that this would occur. Failure to do so could slow the growth of the Company. Capital Expenditures For fiscal 2006, the Company anticipates capital expenditures in the Contract Manufacturing segment as additional capacity is required to meet customer requirements. The Company has budgeted approximately $200,000 for these expenditures. 15 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES The Company leases its primary facility from Interfederal. The lease agreement includes the option for the Company to purchase the facility, which it intends to do on or before the expiration date of the option. The terms of the option are the purchase price is $3,600,000 and the closing costs are to be paid by the seller exclusive of the purchaser's financing costs and the FMV appraisal. The expiration date of the option is January 31, 2006. Dividend Policy The Company's Board of Directors has declared no cash dividends since the Company's inception. The Company does not contemplate paying cash dividends on its common stock in the foreseeable future since it intends to utilize it cash flow to invest in its businesses. Other Business Matters Inflation. The Company does not expect inflation to have an adverse effect on its operations in the foreseeable future. Information regarding and factors affecting forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performances and underlying assumption and other statements, which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result, or be achieved, or accomplished. Item 3. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. The Company's principal executive and financial officers have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 as of a date (the "Evaluation Date") the end of the period. Based upon that evaluation, the Company's principal executive and financial officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective in ensuring that all material information relating to the Company required to be filed in this quarterly report has been made known to them in a timely manner. (b) Changes in internal controls. There have been no significant changes made in the Company's internal controls or in other factors that has or will likely materially affect internal controls over financial reporting. 16 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES PART II ITEM 1. LEGAL PROCEEDINGS Electric & Gas Technology, Inc., Retech, Inc. and Hydel Enterprises, Inc. (Plaintiffs) vs. Nathan Mazurek, American Circuit Breaker Corp. and Provident Group, Inc. (Defendants). Plaintiffs allege the non-payment of a note to Retech, Inc. and unpaid accounts receivable to Hydel Enterprises, Inc. A settlement agreement was reached but the defendant did not perform. Subsequently, on November 10, 2005, the matter had been decided in a Delaware court, and the Company has settled for $170,000. These funds were received by the Company subsequent to the three months ended October 31, 2005. ELGT encourages all interested parties to use public access sources such as PACER (http://pacer.psc.uscourts.gov/) to confirm facts related to these and any legal proceeding. ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS None. 17 ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 31.1 - Certification of President and Chief Executive Officer of Electric & Gas Technology, Inc. and Subsidiaries required by Rule 13a - 14(1) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.2 - Certification of Chief Financial Officer of Electric & Gas Technology, Inc. and Subsidiaries required by Rule 13a - 14(1) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 32.1 -- Certification of President and Chief Executive Officer of Electric & Gas Technology, Inc. and Subsidiaries pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63. Exhibit 32.2 -- Certification of Chief Financial Officer of Electric & Gas Technology, Inc. and Subsidiaries pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63. (b) Reports on Form 8-K. On October 26, 2005, the Company filed a form 8-K disclosing that it had received the award of a contract to fabricate Election Supply Cabinets for Cook County Illinois with substantially all deliveries scheduled in the quarter ended January 31, 2006. This award was for approximately $2,470,000, which represents significant revenue increase for the Company. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ELECTRIC & GAS TECHNOLOGY, INC. /s/ Daniel A. Zimmerman ----------------------- Daniel A. Zimmerman President and Chief Executive Officer Dated: December 20, 2005 18