-----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, U+M4DtAHaVZGbUfn86YtWBIZkhMwgtxR/SWnkuNMAG/dLGbdjglQI2wD+e57Jb4x ciQChA2zweWfsP+qRBiZbQ== 0000950170-97-000997.txt : 19970815 0000950170-97-000997.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950170-97-000997 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANSUR INDUSTRIES INC CENTRAL INDEX KEY: 0000934851 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 650226813 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-21325 FILM NUMBER: 97662073 BUSINESS ADDRESS: STREET 1: 8425 SW 129 TERRACE CITY: MIAMI STATE: FL ZIP: 33156 BUSINESS PHONE: 3052326768 MAIL ADDRESS: STREET 1: 8425 SW 129TH TERRACE CITY: MIAMI STATE: FL ZIP: 33156 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 1997 Commission File No. 000-21325 MANSUR INDUSTRIES INC. ------------------ (Exact Name of Small Business Issuer as Specified in its Charter) 8425 S.W. 129TH TERRACE MIAMI, FLORIDA 33156 ------------------ (Address of Principal Executive Offices) (305) 232-6768 ----------------- (Issuer's Telephone Number, Including Area Code) FLORIDA 65-0226813 - ------------------------------- ----------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) Check whether the registrant (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_____ APPLICABLE ONLY TO CORPORATE ISSUERS: As of July 31, 1997, the Company had 4,601,309 shares of Common Stock, par value $.001, issued and outstanding. MANSUR INDUSTRIES INC INDEX TO FORM 10-QSB PART I FINANCIAL INFORMATION Item 1. Condensed Financial Statements Condensed Balance Sheets- As of June 30, 1997 and December 31, 1996 Condensed Statements of Operations- For the three and six months ended June 30, 1997 and 1996 Condensed Statements of Cash Flows- For the six months ended June 30, 1997 and 1996 Notes to Condensed Financial Statements Item 2. Management's Discussion and Analysis or Plan of Operations PART II. OTHER INFORMATION Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures
MANSUR INDUSTRIES INC. CONDENSED BALANCE SHEETS JUNE 30, 1997 AND DECEMBER 31, 1996 (In thousands, except per share data) JUNE 30, DECEMBER 31, 1997 1996 (Unaudited) (Audited) ------------------ ------------------ ASSETS Current assets: Cash and cash equivalents $3,530 $5,321 Accounts receivable, net 1,261 570 Inventories 1,422 617 Other assets 225 30 ------------------ ------------------ Total current assets 6,438 6,538 Property and equipment, net 424 373 Intangible assets, net 59 46 ================== ================== Total Assets $6,921 $6,957 ================== ================== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses $664 $298 Deferred revenue 108 95 Current installments of long-term debt 59 55 ------------------ ------------------ Total current liabilities 831 448 Long-term debt, excluding current installments 88 118 ------------------ ------------------ Total liabilities 919 566 ------------------ ------------------ Stockholders' equity Common stock, $0.001 par value. Authorized 25,000,000 shares, issued and outstanding 4,601,309 shares for 1997 and 1996 5 5 Additional paid-in capital 11,116 11,116 Accumulated deficit (5,119) (4,730) ------------------ ------------------ Total stockholders' equity 6,002 6,391 ================== ================== Total liabilities and stockholders' equity $6,921 $6,957 ================== ==================
See accompanying notes to condensed financial statements.
MANSUR INDUSTRIES INC. CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) (In thousands, except per share data) THREE MONTHS ENDED SIX MONTHS ENDED ------------------------------- ---------------------------------- JUNE 30, JUNE 30, JUNE 30, JUNE 30, 1997 1996 1997 1996 ------------- --------------- -------------- -------------- Sales $ 1,345 $ - $ 2,498 $ - - Cost of sales 859 - 1,607 ------------ --------------- -------------- -------------- Gross margin 486 - 891 - Operating expenses: Research and product development 26 175 179 365 Sales, general and administrative 651 439 1,206 623 ------------ --------------- -------------- -------------- 677 614 1,385 988 ------------ --------------- -------------- -------------- Loss from operations (191) (614) (494) (988) Interest income (expense), net 46 (10) 105 (13) Exchange expense on redeemable preferred stock - (345) - (345) ------------ --------------- -------------- -------------- Net loss $ (145) $ (969) $ (389) $ (1,346) Dividends on redeemable preferred stock - (73) - (147) ------------ --------------- -------------- -------------- Net loss to common shares $ (145) (1,042) $ (389) $ (1,493) ============ =============== ============== ============== Net loss per common share $ (0.03) $(0.36) $ (0.08) $ (0.53) ============ =============== ============== ============== Weighted average shares outstanding 4,601,309 2,923,629 4,601,309 2,799,071 ============ =============== ============== ===================
See accompanying notes to condensed financial statements.
MANSUR INDUSTRIES INC. CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited) (In thousands) SIX MONTHS ENDED ------------------------------------------ JUNE 30, JUNE 30, 1997 1996 ------------------- ------------------- Cash flows from operating activities: Net loss $(389) $(1,346) Adjustments to reconcile net loss to cash used in operating activities: Depreciation 35 22 Common stock issued for services - 105 Changes in operating assets and liabilities: Inventory (805) (219) Accounts receivable (691) - Other assets (195) (158) Intangible assets (13) (24) Accounts payable and accrued expenses 379 166 ------------------- ------------------- Net cash used in operating activities (1,679) (1,454) Cash flow from Investing activities: Purchase of property and equipment (86) (7) ------------------- ------------------- Net cash used in investing activities (86) (7) Cash flows from financing activities: Proceeds from notes payable - 1,012 Repayment of notes payable (26) (172) Exchange expense on preferred stock exchanged for common stock - 345 ------------------- ------------------- Net cash provided by (used in) financing activities (26) 1,185 ------------------- ------------------- Net increase (decrease) in cash and cash equivalents (1,791) (276) Cash and cash equivalents, beginning of period 5,321 916 ------------------- ------------------- Cash and cash equivalents, end of period $ 3,530 $ 640 =================== ===================
See accompanying notes to condensed financial statements. MANSUR INDUSTRIES INC. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 1997 (UNAUDITED) AND DECEMBER 31, 1996 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Mansur Industries Inc. (the "Company") is primarily engaged in the marketing and production of industrial parts cleaning equipment for use in automotive, marine, airline and general manufacturing industries. The Company's focus is on the design, development and manufacture of industrial cleaning equipment which incorporate continuous recycling and recovery technologies for solvents and solutions, thereby reducing the need to replace and dispose of contaminated solvents and solutions. The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-QSB. Accordingly, certain information and footnotes required by generally accepted accounting principles for complete financial statements are not included herein. The condensed interim statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission for the year ended December 31, 1996. Condensed interim financial statements are subject to possible adjustments in connection with the annual audit of the Company's accounts for the year ended December 31, 1997. In the Company's opinion, all adjustments necessary for a fair presentation of the interim statements have been included and are of a normal and recurring nature. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis should be read in conjunction with the Financial Statements, including the notes thereto, contained elsewhere in this Quarterly Report on Form 10-QSB and the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission for the year ended December 31, 1996. GENERAL The Company was a development stage company through June 30, 1996, and commenced its planned principal operations in July 1996. The Company has been unprofitable since its inception and anticipates that it will incur losses until such time, if ever, as the Company is able to generate sufficient revenues to offset its operating costs and the costs of its continuing expansion. In light of the material uncertainties in connection with the commencement of the Company's operations, the Company cannot reasonably estimate the length of time before the Company may generate net income, if ever. The Company has made its SystemOne/registered trademark/ Washer and services available to the public through a third party leasing program and through cash sales of the equipment. Under the third party leasing program, the Company recognizes the revenue from the sale of a machine at the time that the equipment is delivered either to the third party lessor or directly by the Company to the lessee. In January 1997, the Company entered into an agreement with the Valvoline Company and First Recovery, both affiliates of Ashland, Inc. ("Ashland"), to serve as the Company's exclusive sales representative in a territory comprising 14 major metropolitan markets across the United States (the "Territory"). The agreement has a term of one year. Either party may terminate the agreement at any time, with or without cause, upon 90 days prior written notice. Pursuant to the terms of the agreement, Ashland receives a commission on all units sold. The marketing program with Ashland commenced in January 1997 and replaced the Company's limited original pilot program with Valvoline and First Recovery covering the Dallas and Houston, Texas markets. To assist in the marketing and support of this agreement, the Company plans to open support centers in each of the metropolitan areas comprising the Territory. Since the Valvoline Company and First Recovery have extensive sales forces, the Company does not plan to hire additional sales staff at this time. Although to date, this program has proceeded as planned, there can be no assurance of the continued success of the program. The Company may market and service the SystemOne/registered trademark/ Washers outside the Territory with its own marketing, service and technical support personnel. In February 1997, the Company entered into a lease with respect to a 30,000 square foot facility located in Miami, Florida which became the Company's primary manufacturing facility commencing in August 1997. The lease agreement was amended in August 1997 to include an additional 14,000 square feet, bringing the total facility to 44,000 square feet. During the second quarter 1997, the Company's SystemOne/registered trademark/ Series 500 product line was certified to meet product safety standards under the UL 2208 Standard for solvent distillation units. The Company's SystemOne/registered trademark/ product line now carries the ETL Listed/registered trademark/ and C-ETL Listed/registered trademark/ (Canada) marks. Also during the second quarter 1997, the Company successfully launched initial sales of two new product lines including the Company's SystemOne/registered trademark/ Series 100 Brake Washer and MultiProcess Jet Washer. The Company received a notice of allowance from the U.S. Patent Office on its fourth patent for the SystemOne/registered trademark/ Washer. This new patent further strengthens the patent claim coverages of existing Company patents as well as having the effect of extending the term of the SystemOne/registered trademark/ Washer patent coverage through the year 2015. RESULTS OF OPERATIONS The Company was a development stage company and did not generate any operating revenues prior to June 30, 1996. Therefore, comparison between the periods presented is not meaningful in certain instances. THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996 Revenues for the three month period ended June 30, 1997 were $1,345,619. The Company commenced its principal operations in July, 1996, and it had no revenues prior to July 1996. Cost of sales as a percentage of net sales were 63.8% for the three month period ended June 30, 1997. Cost of sales is comprised of direct material cost, direct labor cost, and manufacturing overhead expenses. The Company's research and product development expenses for the three month period ended June 30, 1997 decreased 85% to $25,909 from the comparable period in 1996. This decrease is primarily the result of the Company's accelerated prototype development during the three month period ended June 30, 1996, as opposed to the basic and applied research conducted during the latter period of 1997. The Company's selling, general and administrative expenses for the three month period ended June 30, 1997 increased by 48% to $651,297 from the comparable period in 1996. The increase is primarily attributable to the Company's hiring of additional management and the opening of support centers pursuant to the Company's agreement with The Valvoline Company and First Recovery. The Company anticipates that its monthly selling, general and administrative expenses will continue to increase over the next twelve months as a result of the Company's anticipated growth pursuant to its proposed business plan. However, a portion of the selling, general and administrative expenses are considered fixed; therefore, the Company anticipates that selling, general and administrative expenses as a percentage of revenue will decrease as the fixed costs are spread over a higher volume of sales. The Company's interest income (expense), net for the three month period ended June 30, 1997 and 1996 was $45,665 and ($10,000), respectively. The Company's interest income, net for the three month period ended June 30, 1997 increased compared to the three month period ended June 30, 1996 due to a relative decrease in indebtedness of the latter period as compared to the prior period and the investment of the proceeds of the Company's initial public offering (the "IPO") consummated on October 2, 1996. The Company anticipates that its monthly interest income from cash deposits will decrease over the next twelve months as the proceeds from the public offering are used in the Company's business operations. The Company paid dividends on redeemable preferred stock for the three month period ended June 30, 1996 of $73,000. In addition, the Company incurred an exchange expense of $344,631 on redeemable preferred stock for the three month period ended June 30, 1996. Given that all redeemable preferred stock was exchanged on or prior to June 30, 1996, there were no comparable transactions for the three month period ended June 30, 1997. As a result of the foregoing, the Company's net loss to common shares decreased by $896,834, or 86%, from $1,041,790 for the three month period ended June 30, 1996 to $144,956 for the three month period ended June 30, 1997. SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996 Revenues for the six month period ended June 30, 1997 were $2,498,225. The Company commenced its principal operations in July, 1996, and it had no revenues prior to July 1996. Cost of sales as a percentage of net sales were 64.3% for the six month period ended June 30, 1997. Cost of sales is comprised of direct material cost, direct labor cost, and manufacturing overhead expenses. The Company's research and product development expenses for the six month period ended June 30, 1997 decreased 51% to $179,083 from the comparable period in 1996. The decrease is primarily the result of the Company's accelerated prototype development during the six month period ended June 30, 1996, as opposed to the basic and applied research conducted during the comparable period of 1997. The Company's selling, general and administrative expenses for the six month period ended June 30, 1997 increased by 94% to $1,205,563 from the comparable period in 1996. The increase is primarily attributable to the Company's hiring of additional management and the opening of support centers pursuant to the Company's agreement with The Valvoline Company and First Recovery. The Company anticipates that its monthly selling, general and administrative expenses will continue to increase over the next twelve months as a result of the Company's anticipated growth pursuant to its proposed business plan. However, a portion of the selling, general and administrative expenses are considered fixed; therefore, the Company anticipates that selling, general and administrative expenses as a percentage of revenue will decrease as the fixed costs are spread over a higher volume of sales. The Company's interest income (expense), net for the six month period ended June 30, 1997 and 1996 was $104,613 and $(13,094), respectively. Interest income (expense), net increased due to a relative decrease in the indebtedness of the Company and the investment of the proceeds of the Company's IPO consummated on October 2, 1996. The Company anticipates that its monthly interest income from cash deposits will decrease over the next six months as the proceeds from the IPO are used in the Company's business operations. The Company paid dividends on redeemable preferred stock for the six month period ended June 30, 1996 of $147,000. In addition, the Company incurred an exchange expense on redeemable preferred stock for the six month period ended June 30, 1996 of $344,631. Given that all redeemable preferred stock was exchanged on or prior to June 30, 1996, there were no comparable transactions for the six month period ended June 30, 1997. As a result of the foregoing, the Company's net loss to common shares decreased by $1,104,186, or 74%, from $1,492,801 for the six month period ended June 30, 1996 to $388,615 for the six month period ended June 30, 1997. LIQUIDITY AND CAPITAL RESOURCES At June 30, 1997, the Company had working capital of $5,606,845 and cash and cash equivalents of $3,529,849. Capital requirements relating to implementation of the Company's business plan have been and will continue to be significant. Based on current assumptions relating to the implementation of the Company's proposed business plan (including the timetable of and the cost associated with development of manufacturing capabilities, a service fleet, corporate headquarters, and research and development facilities), the Company will seek to develop additional service centers in conjunction with its proposed product rollout. The Company believes that its ability to generate cash from operations is dependent upon, among other things, demand for its products and services as well as the Company's third party leasing program with Oakmont Financial Services pursuant to which Oakmont agreed to provide third party leasing services to customers leasing the Company's SystemOne/registered trademark/ Washers. If the Company's third party leasing arrangements with Oakmont proves to be unsuccessful, and the Company is unable to locate another third party willing to provide comparable third party leasing services, the Company believes that it will be substantially dependent upon the remaining proceeds of the IPO to execute its proposed plan of operations during the remainder of 1997. In order to reduce certain of the Company's up-front capital requirements associated with manufacturing equipment as well as service center and service fleet development, the Company intends to lease, to the extent possible, rather than purchase certain equipment and vehicles necessary. There can be no assurance that the Company will have sufficient capital resources to permit the Company to fully implement its business plan. The Company has no current arrangements with respect to, or sources of, additional financing. There can be no assurance that any additional financing will be available to the Company on acceptable terms, or at all. If adequate funds are not available from additional sources of financing, the Company's business may be materially adversely affected. In addition to meeting SystemOne/registered trademark/ Washer purchase and lease orders, the Company's material financial commitments principally relate to its obligations to make lease payments pursuant to certain real property and equipment leases (currently approximately $38,618 per month), and installment payments for manufacturing equipment (currently approximately $5,690 per month). The Company anticipates that its material commitments will increase significantly over the next 12 months as a result of the Company's planned expansion. As indicated in the accompanying financial statements, as of June 30, 1997, the Company's accumulated deficit totalled $5,118,480. The Company's cash and cash equivalents balance decreased $1,790,759 during the six month period ended June 30, 1997 to an ending balance of $3,529,849 primarily due to net cash used in operating activities of $1,677,831. CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS. The foregoing Management's Discussion and Analysis contains various "forward looking statements" within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company's expectations or beliefs concerning future events, including, but not limited to, statements regarding growth in sales of the Company's products and the sufficiency of the Company's cash flow for its future liquidity and capital resource needs. These forward looking statements are further qualified by important factors that could cause actual events to differ materially from those in such forward looking statements. These factors include, without limitation, increased competition, the sufficiency of the Company's patents, the ability of the Company to manufacture its systems on a cost effective basis, market acceptance of the Company's products and the effects of governmental regulation. Results actually achieved may differ materially from expected results included in these statements as a result of these or other factors. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its 1997 Annual Meeting of Shareholders on June 6, 1997; two items were submitted to a vote of security holders at that time: (1) to elect five members to the Company's Board of Directors to hold office until the Company's 1998 Annual Meeting of Shareholders or until their successors are duly elected and qualified; and (2) to consider and vote upon a proposal to approve and ratify the Company's 1996 Executive Incentive Compensation Plan, as amended. With respect to Item 1, 3,551,387 votes were cast in favor of the re-election of each of Pierre G. Mansur, Paul I. Mansur, Dr. Jan Hedberg, Elias F. Mansur and Joseph E. Jack as Directors of the Company. No votes were withheld for voting for each nominee. With respect to Item 2, 2,736,286 votes were cast in favor of the proposal to approve and ratify the Company's Executive Incentive Compensation Plan, as amended. 75,150 votes were cast against the proposal and 37,664 votes were marked as abstentions. ITEM 5. OTHER INFORMATION. Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10.31 Notice of Allowance and Issue Fee Due 10.32 Intertek Testing Services Listing, Labeling, and Follow-up Service Agreement 27.1 Financial Data Schedule 99.1 Listing Report ETL Testing Laboratories, Inc. SIGNATURES 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. Mansur Industries Inc. Date: August 14, 1997 /s/ PAUL I. MANSUR ------------------ PAUL I. MANSUR Chief Executive Officer (Principal Executive Officer) Date: August 14, 1997 /s/ RICHARD P. SMITH -------------------- RICHARD P. SMITH Vice President of Finance and Chief Financial Officer (Principal Financial Accounting Officer) EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.31 U.S. Patent Office Notice of Allowance and Issue Fee Due 10.32 Intertek Testing Services Listing, Labeling, and Follow-up Service Agreement 27.1 Financial Data Schedule 99.1 Listing Report ETL Testing Laboratories, Inc. EX-10.31 2 EXHIBIT 10.31 UNITED STATES DEPARTMENT OF COMMERCE [LOGO] PATENT AND TRADEMARK OFFICE Address: Box ISSUE FEE ASSISTANT COMMISSIONER FOR PATENTS WASHINGTON, D.C. 20231 NOTICE OF ALLOWANCE AND ISSUE FEE DUE 34M2/0428 ROBERT M DOWNEY 701 BRICKELL AVENUE SUITE 1480 MIAMI FL 33131 - ------------------------------------------------------------------------------------------------------------------ APPLICATION NO FILING DATE TOTAL CLAIMS EXAMINER AND GROUP ART UNIT DATE MAILED - ------------------------------------------------------------------------------------------------------------------ 08/532,469 09/22/95 015 STINSON, F 3405 04/28/9 - ------------------------------------------------------------------------------------------------------------------ FIRST NAMED MANSUR, PIERRE G. APPLICANT - ------------------------------------------------------------------------------------------------------------------ TITLE OF GENERAL WASHER APPARATUS INVENTION - ------------------------------------------------------------------------------------------------------------------ ATTY'S DOCKET NO. CLASS-SUBCLASS BATCH NO. APPLN. TYPE SMALL ENTITY FEE DUE DATE DUE - ------------------------------------------------------------------------------------------------------------------ 3 MANSPA495 134-108.000 M36 UTILITY YES $645.00 07/28/97 - ------------------------------------------------------------------------------------------------------------------
THE APPLICATION IDENTIFIED ABOVE HAS BEEN EXAMINED AND IS ALLOWED FOR ISSUANCE AS A PATENT. PROSECUTION ON THE MERITS IS CLOSED. THE ISSUE FEE MUST BE PAID WITHIN THREE MONTHS FROM THE MAILING DATE OF THIS NOTICE OR THIS APPLICATION SHALL BE REGARDED AS ABANDONED. THIS STATUTORY PERIOD CANNOT BE EXTENDED. HOW TO RESPOND TO THIS NOTICE: I. Review the SMALL ENTITY status shown above. If the SMALL ENTITY is shown as NO: If the SMALL ENTITY is shown as yes, verify your current SMALL ENTITY status: A. If the status is changed, pay twice the amount of the A. Pay FEE DUE shown above, or FEE DUE shown and notify the Patent and Trademark Office of the change in status, or B. If the status is the same, pay the FEE DUE shown B. File verified statement of Small Entity Status before, or above. with payment of 1/2 the FEE DUE shown above.
II. Part B of this notice should be completed and returned to the Patent and Trademark Office (PTO) with your ISSUE FEE. Even if the ISSUE FEE has already been paid by charge to deposit account, Part B should be completed and returned. If you are charging the ISSUE FEE to your deposit account, section "6b" of Part B should be completed. III. All communications regarding this application must give application number and batch number. Please direct all communication prior to issuance to Box ISSUE FEE unless advised to the contrary. IMPORTANT REMINDER: PATENTS ISSUING ON APPLICATIONS FILED ON OR AFTER DEC. 12, 1980 MAY REQUIRE PAYMENT OF MAINTENANCE FEES. IT IS PATENTEE'S RESPONSIBILITY TO ENSURE TIMELY PAYMENT OF MAINTENANCE FEES WHEN DUE. EX-10.32 3 EXHIBIT 10.32 [LOGO] Intertek Testing Services Intertek Testing Services NA Inc. 3933 US Route 11 Cortland, NY 13045 Telephone (607) 753-6711 Fax (607) 756-6699 http://www.itsqs.com LISTING, LABELING, AND FOLLOW-UP SERVICE AGREEMENT THIS AGREEMENT is made at Cortland, New York, this 6th day of June 1997, by and between ETL TESTING LABORATORIES, INC., (hereinafter sometimes referred to as ETL) and MANSUR INDUSTRIES INC. - ------------------------------------------------------------------------------- (Company Name) 8425 SW 129th Terrace Miami, Florida 33156 - ------------------------------------------------------------------------------- (Company Address) (hereinafter sometimes referred to as the "Participant" or "Manufacturer"). The term "Participant" is used to denote a Company that has entered into a relationship with ETL as an "Applicant" (the submitter of a Product to be evaluated under this service), a "Manufacturer" (the manufacturer or assembler of the Product to be evaluated under this service), or the "Company" (the company in whose name the listing is published). The Company herein referred to as the Participant may be an "Applicant," a "Manufacturer," or a "Company," either one, two, or all three. The Participant's relationship with ETL for any particular Product is as established by the Application under which the Product was submitted and any subsequent Applications. Where obligations pertain to a Participant without regard to his specific relationship to ETL, the term "Participant" is used. Where the obligation results from a specific relationship, the term "Applicant", "Manufacturer", or "Company" is used as appropriate. ETL provides a service for the testing of Products to recognized national standards for designated specifications and/or codes and evaluation to determine the suitability of the Product for the use intended under its listing. Products listed shall bear specific distinctive markings assigned by ETL to identify the Product and the limitation, if any, of ETL's Listing. Such markings are hereinafter referred to as "Listing Markings." Certain devices, equipment, materials, or systems (herein referred to as the "Products") manufactured by or for the Participant have been or will be submitted to ETL for investigation, Listing, Labeling, and Follow-Up Service. If submitted Products are found to be eligible for Listing, Labeling, and Follow-Up Service, Listing is published and Follow-Up Service is established. The establishment and maintenance of Listing, Labeling, and Follow-Up Service are contingent upon the execution of this Agreement and upon continued adherence to the terms and conditions of this Agreement by all Participants who are named in the Application under which the Product is submitted. The Participant desires to use the ETL Listing Mark in connection with such listed Products, and ETL is willing to permit such use subject to all the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual undertakings and promises set forth in this Agreement, it is agreed that Page 2 of 6 1. Upon a determination by ETL that the Products are eligible for Listing, Labeling, and Follow-Up Service, ETL prepares and lends to the Participant while the listing is in effect, a document caused the "Procedure" which may be subsequently modified or supplemented by ETL. The Procedure identifies and describes the listed Products which may use the ETL Listing Mark, specifies certain Requirements for the listed Products, specifies the particular type and form of ETL Listing Mark which must be used on or in connection with the listed Products in accordance with the Procedure, specifies the name of the participant who may apply the ETL Listing Mark and the location at which the Label may be applied to or may be used in connection with the listed Products and may contain other provisions and conditions regarding the listed Products, the use of the ETL Listing Mark, and the conduct of the Follow-Up Service. 2. The Participant shall use only the Label prescribed by ETL and specified in the Procedure. Except where otherwise specifically authorized, the ETL Listing Mark shall be applied to or shall be used in connection with the listed Product only by the Participant named in the Procedure and only at the location specified in the Procedure or such other location as requested in writing by Participant and authorized in writing by ETL. The Participant shall not use such ETL Listing Mark, nor in any other way make use of ETL's name, abbreviations, or symbols or any other form of reference which may be interpreted to mean the ETL Testing Laboratories, Inc., on or in connection with the Products not listed and authorized by the Procedure, or Products not made in compliance with the Procedure and other Requirements of ETL. The term "Requirements" as used herein shall include (a) the description, specifications, and Requirements contained in the Procedure, (b) the published Standard or Standards, if any, applicable from time to time to the listed Products and, (c) any performance Requirements separately applied as a condition of listing of the Product. 3. The Listing Marks of the ETL Testing Laboratories, Inc., ETL's name or abbreviation, or any other form of reference which may be interpreted to mean ETL Testing Laboratories, Inc., shall not be used on the Product or its container or packaging, except in the form or manner specified in the procedure or in other applicable agreements. 4. ETL will permit references to ETL Testing Laboratories, Inc. in promotional or advertising material solely in connection with listed Products which bear the ETL Listing Mark, provided that in the opinion of ETL the promotional or advertising material is not in conflict with the findings and listing of ETL and that the reference to ETL Testing Laboratories, Inc. in no way tends to create a misleading impression as to the nature of ETL's findings, listing, labeling, and follow-up service and does not make use of any registered label of ETL. Except for the Registered ETL Trademark, no reference to ETL shall be used in advertising and promotional material supplied with the Product, and when such symbol is used, its text and appearance shall be as prescribed by a separate agreement. 5. The ETL Listing Mark shall be obtained only when and in the manner authorized by ETL and subject to control of ETL. Unless otherwise specifically authorized by ETL, the ETL Listing Mark for use on or in connection with the Product shall be separable in form, such as labels, or may be applied directly to nameplates or other media as authorized by ETL. 6. Orders for separable ETL Listing Marks shall be processed through ETL and shall not be filled without authorization by ETL. Separable ETL Listing Marks shall be obtained only as specified by ETL. When the ETL Listing Mark is applied directly to the Product by the manufacturer a facsimile of this Listing Mark as it will be used on the Product shall be submitted to ETL for approval. An initial inspection of the manufacturing facility is required prior to ETL authorizing the use of the Listing Mark on Products covered by this Agreement. 7. Notwithstanding the manufacturing cost of labels or other means of applying the ETL Listing Mark to the Product is not paid by ETL, it is agreed that title to and the right of control of labels, markers or other means of marking shall be vested in ETL until such time as the ETL labels or markers are properly applied to the listed Product in accordance with this Agreement. ETL's representatives shall have the right, on demand, to acquire possession of any and all unused labels, markers, or other means for applying the ETL Listing Mark when in the judgement of ETL's representative such action is warranted. Page 3 of 6 8. The Participant agrees that ETL in performing its functions in accordance with its objects and purposes does not assume or undertake to discharge any responsibility to any other party or parties. The Participant recognizes that the opinions and findings of ETL represent its judgement given with due consideration to the necessary limitations of practical operation and in accordance with its objects and purposes and agrees that ETL does not warrant or guarantee the correctness of its opinions or that its findings will be recognized or accepted by a third party. 9. The Participant recognizes that many tests specified in the Requirements of ETL are inherently hazardous and agrees that ETL neither assumes nor accepts any responsibility for any injury or damage to the Participant's property or personnel that may occur during or as a result of tests, whenever performed, whether performed in whole or in part by the participant or ETL, and whether or not any equipment, facility, or personnel for or in connection with the test is furnished by the participant or ETL, except when such injury or damage results solely from an intentional act or gross negligence on the part of ETL's personnel. 10. The Participant assumes full and complete responsibility for its use of the ETL Listing Mark and agrees that it will, through proper inspection or otherwise, determine that the Products bearing the ETL Listing mark have been made in compliance with the Requirements of ETL. The Participant agrees that its use of the ETL Listing Mark constitutes its declaration that the Products are listed by ETL and have been made in compliance with the Requirements of ETL. 11. The Participant acknowledges that the manufacture, sale, delivery, shipment, distribution, or promotion of any Product utilizing a marking or description referring to ETL would mislead the public if such a Product is not eligible to use the marking or description or does not comply with the Requirements of ETL or if the ETL Listing Mark is used in any other way than as herein provided, and the breach of this contract in this respect could not adequately be compensated for in money damages. For these and other reasons, the Participant agrees that in the event of the breach of any of the terms and conditions of the Agreement, a temporary injunction may be issued at the insistence of ETL restraining the Participant from further use of the ETL Label or any other reference to ETL in any manner whatsoever, and from any further sale or offering for sale, delivery, or distribution of said Products bearing the ETL Listing Mark or any other reference to ETL and any other relief which may be deemed appropriate. Such temporary injunction shall not, however, restrain the sale and delivery of Products already bearing the ETL Listing Mark which have been previously found to be listed and to be in compliance with the Requirements of ETL at the time the ETL Listing Mark was applied to the Product. The granting or issuance of such temporary sanctions shall not affect the right of ETL to compensatory and punitive damages for the misuse of its ETL Listing Mark or its name, abbreviations, or symbol and shall be in addition to, and not in lieu of, any other s rights and remedies provided by this Agreement. The Participant agrees to hold ETL harmless and to defend and identify ETL against any loss, expense, liability, or damage, including reasonable attorney's fees, arising out of any misuse by the Participant of the ETL Listing Mark or arising out of any material breach by the Pas participant of the terms and conditions of this Agreement. 12. The Participant shall establish and maintain a program of production, inspection, and tests so as to assure compliance of the Used Product with ETL Requirements. 13. The Participant agrees that the Follow-Up Service of ETL, and any sampling, inspections, or tests conducted by ETL in connection therewith, is designed to serve only as a check on the means which the Manufacturer exercises to determine compliance of the Products with the Requirements and that the Participant is in no way relieved of his responsibility for the Products. 14. During the continuance of the listing, representatives of ETL will make periodic examinations or tests of the Products at the factory or warehouse and may, from time to time, select samples from the factory to be sent to an ETL testing station, for examination or test to determine compliance with ETL's Requirements. 15. ETL reserves the right, upon reasonable notice to the Participant, to re-evaluate ETL listed and labeled Product. This re-evaluation may be the result of field programs, a revision of the applicable safety standard, new information regarding the safety characteristics of materials used or other information that raises a question concerning the safety of the Product. The notice of re-evaluation shall contain an estimate of the fees involved. Page 4 of 6 If preliminary studies indicate that the Product may be unsafe, ETL reserves the right to temporarily suspend the Product listing as well as the manufacturer's right to label the Product pending completion of the evaluation. If the additional testing and evaluation reveals that the Product is extremely dangerous or unsuspectingly hazardous, ETL shall notify the participant that the Product listing has been cancelled and that the right to affix an ETL Safety Label to the Product has been revoked. ETL shall also notify the public pursuant to the terms of this contract. Any re-evaluation necessitated as a result of information made available subsequent to the original Product evaluation, shall be performed at the participant's expense. Such additional testing and re-evaluation performed at the discretion of ETL does not in any way affect the maintenance of quality control of the manufacture of all Products currently listed by ETL and which are being labeled under contract arrangements with ETL. 16. ETL's representative shall at all times during business hours or when the factory or storage facilities are in operation have free, unannounced and immediate access to the factories and other facilities wherein the Products, or any component thereof, may be fabricated, processed, finished, stored or located in order that such representative may properly perform his functions under the Follow-Up Service. The right of the ETL representative to obtain such free access to the factory or other such facilities shall not be conditioned upon the execution by him or ETL of any agreement, waiver or release which in any way purports to affect his legal rights or the rights or obligations of ETL, and any such document executed in contravention of this provision shall be without force or effect. ETL, however, shall direct ib representatives to comply with any local, state, federal, or plant regulations which may be applicable generally to the plant and Visiting personnel. 17. The Participant shall promptly provide and maintain in good condition adequate and sufficient facilities and equipment when changes in Products production Volume, Requirements, listing or the Procedure so require. The Participant shall extend all necessary privileges and assistance to the ETL representative in order that such representative may properly perform his functions under the Follow-Up Service. 18. Should examination or test of a Product disclose features which in the opinion of the ETL representative are not in compliance with the Requirements of ETL, the Participant will either correct such features or remove the ETL Listing Mark from such Products as are designated by the ETL representative. In the event of disagreement between the Participant and ETL's representative as to whether a Product is eligible to use the ETL Listing Mark the Participant may hold the Product at the designated location, pending appeal to and a decision by the ETL manager of Follow-Up Services, and shall make all ETL Listing Marks and means for applying ETL Listing Marks available at all reasonable times for inspection by the ETL representative. 19. It is recognized that, as an independent organization testing for public safety, ETL Testing Laboratories, Inc., will from time to time notify the public concerning Products covered by this Agreement then or previously marketed which its investigations and tests disclose are extremely dangerous and unsuspectingly hazardous. ETL will use its best efforts to notify the participant prior to any notice given to third parties as contemplated herein of such a condition. 20. ETL will refrain without the Participant's prior authorization in writing, from voluntarily disclosing to third parties proprietary information which is obtained by ETL in confidence from the Participant and which is not already available to the public or subsequently acquired from other sources without similar obligations. If ETL is served with a Subpoena, Subpoena Duces Tecum, or Court Order concerning the Participant's proprietary information or a report made by ETL, based upon the proprietary information, ETL shall immediately notify the Participant by sending a copy of said Subpoena, Subpoena Duces Tecum, or Court order, or other official Governmental request, with said notification. The Participant shall determine whether it wishes to contest the validity, scope, or content of said Subpoena, Subpoena Duces Tecum, or Court Order, and shall advise ETL. The costs incurred by ETL in contesting or complying with the Order or Subpoena including reasonable attorney's fees, shall be reimbursed by the participant immediately upon invoicing by ETL. Page 5 of 6 21. It is understood that the cost of the investigation, listing, labeling and Follow-Up Service is defrayed by charges which vary according to the nature and extent of the follow-up needed. Charges for maintaining the listing and conducting the Follow-Up Service will be billed to the Applicant at current rates which may be changed from time to time as ETL may determine and upon written notice to the Applicant. It is understood that where an abnormal amount of time is required as a result of the Participant's failure to conform to ETL Requirements, or where the Participant's control procedures are below what is considered normal under the circumstances, the cost of the extra service shall also be billed to the Applicant. Applicant agrees to pay the charges for the investigation, listing, labeling, and Follow-Up Service upon presentation of invoices and shall be considered in default if the charges are not paid within thirty days after presentation of invoices. 22. If a revision in the ETL Requirements is adopted or the Requirements are withdrawn during the term of this agreement, ETL shall determine the date by which use of the ETL Listing Mark under the Requirements shall terminate and shall notify the Participant of such date. Participant agrees to comply with any such notice. If the Requirements are revised, the continued listing of the Product and the rights of the Participant to use the ETL Listing Mark beyond the specified date shall be contingent on a revised Product being submitted to ETL, found to comply with the revised Requirements, or, if the Requirements are withdrawn, the listing of the Product shall be terminated on the specified date and the right to use the ETL Listing Mark with cease on that date. Where examination and or testing of the Product is necessary to determine its compliance with new or rented Requirements, the cost of such determination shall be charged to the Applicant on the same basis as a new Product submittal. 23. If the Participant defaults in any of its obligations under this Agreement with ETL, which defaults may constitute a danger to the public, ETL may, at its election immediately terminate or suspend as to any listed Products affected by such default the rights or authority conferred by this Agreement without prejudice to any other rights ETL may have. If the Participant defaults in any of its financial obligations or other obligations under this agreement with ETL which do not constitute an immediate threat to the public, the Participant shall have thirty days after written notice of such default to cure the same prior to ETL's termination or suspension as to any Used Products affected by such defaults without prejudice to any other rights which ETL may have. The Participant understands that ETL may notify vendors, authorities, potential users, and others of any improper or unauthorized use of its ETL Listing Mark or any other reference to ETL, when in the judgement of ETL such notification is necessary in the interest of public safety or for ETL's own protection. 24. Upon the occurrence of any of the following events or conditions, ETL may terminate in whole or in part as to any or all listed Products the rights or authority conferred by this Agreement upon not less than thirty days' written notice to the other party indicating an intention to terminate and specifying the proposed termination date: (a) Failure to use the ETL Listing Mark on the listed Product for a period of two (2) consecutive calendar years, (b) the filing of any voluntary or involuntary petition in bankruptcy by or with creditors of the Participant, (c) the making of any arrangement or composition with creditors of the Participant, ld) the appointment of receiver of the Participant, or (e) the voluntary or involuntary liquidation of the business of the Participant. 25. Either party may, for any reason, terminate in whole or in part as to any or all listed Products the rights or authority conferred by this Agreement upon out less than (60) days' written notice to the other party. 26. ANY notice of intention to terminate the Agreement shall specify the proposed termination date and shall be sufficient if sent by registered or certified mail return-receipt requested addressed to the party to be notified at his last known address. The 60-day period shall be deemed to commence upon the date of mailing of the notice in the United States Mail. 27. Termination of this Agreement by whatever means shall not affect any liability of the parties existing as of the date of such termination, shall not relieve the Participant of his obligation of indemnity as to Products manufactured or distributed prior thereto, and shall not excuse the participant from paying any charges owing to ETL. Page 6 of 6 28. Upon termination of any rights or authority conferred by this Agreement, the Participant shall, from and after the effective date of termination, discontinue his use of the ETL Listing Mark in connection with any Product which is the subject of such termination. In such a case, the ETL representative shall, upon demand, have the right to acquire possession of any unused ETL Listing Marks which were issued for use in connection with the Product which is the subject of such termination. 29. Listing, Labeling, and Follow-Up Service shall be discontinued on any Product which, for any reason, is no longer eligible for listing. 30. The rights running to Participant under this agreement may not be assigned to or acquired by any other person, firm, or Corporation without ETL's written authorization. 31. This Agreement shall continue in effect for a period of one year from the date first above written and shall automatically be renewed thereafter for periods of one year, unless the termination rights provided for in this Agreement are exercised. 32. The Participant may not hold ETL liable for any incorrect published listing of Product(s) in the Directory of ETL Listed Products, if ETL notifies all those to whom it has sent the most recent issue of the Listing Directory, as to the incorrect listing, unless the liability is as a result of intentional or willful act or ETL's gross negligence. ETL TESTING LABORATORIES, INC. Accepted by: MANSUR INDUSTRIES INC. -------------------------- (Participant Company Name) or (Manufacturer Company Name) By: /s/ STEVEN G. ROLL By: /s/ PAUL I. MANSUR ------------------------------ ---------------------------------------------------- Steven G. Roll (Proprietor, Partner or Authorized Officer - Signature) By: Paul I. Mansur ---------------------------------------------------- (Name of Authorized Individual - Printed or Typed) Title: Chief Technical Officer Title: Chief Executive Officer Date Signed: 6/10/97 Date Signed: June 6, 1997
EX-27.1 4
5 6-MOS DEC-31-1996 JAN-01-1997 JUN-30-1997 3,530 0 1,261 0 1,422 6,438 568 144 6,921 831 0 0 0 5 5,997 6,921 2,498 2,498 1,607 2,991 (105) 0 0 (389) 0 (389) 0 0 0 (389) (.08) (.08)
EX-99.1 5 EXHIBIT 99.1 [LOGO] LISTING REPORT ETL TESTING LABORATORIES, INC. 4317-A PARK DRIVE, NW NORCROSS, GA 30093 Order No. J97006279-215 Date: 05/20/97 REPORT NO. J97*6279-001 INSPECTION, TESTS AND EVALUATION OF A PARTS WASHER RENDERED TO MANSUR INDUSTRIES, INC. MIAMI, FL GENERAL: This report gives the results of the inspection, tests and evaluation of a parts washer for compliance with applicable requirements of the Standard for Solvent Distillation Units (UL 2208, 1st Ed.) and the Standard for Electric Heating Appliances (CAN/CSA-C22.2 No. 88, 1958 Ed.). This investigation was authorized by po# 000840-00. The sample was provided by the client and tested at Participant's facility. Solvent Distillation Units - UL 2208 Electric Heating Appliances - CSA 88 Participant: Mansur Industries, Inc. 8425 SW 129th Terrace Miami, FL 33156 Contact: Paul Mansur, 305/232-6768 phone, 305/232-6818 fax An independent organization testing for safety, performance. and certification. ================================================================================ All services undertaken subject to the following general policy: Reports are submitted for exclusive use of the clients to whom they are addressed. Their significance subject to the adequacy and representative character of the samples and to the comprehensiveness of the tests. examinations or surveys made. No quotations from reports or use of ETL s name is permitted except as expressly authorized by ETL in writing. ETL TESTING LABORATORIES, INC. Report No. J97*6279-001 Page 2 of 4 Issued: 05/20/97 CONSTRUCTION PRODUCT COVERED Parts Washer; Series 500, models 500, 550, 555, 570 PRODUCT DESCRIPTION The product covered by this report is a stand-alone recycling parts washer. The solvent used is Ashland Chemical 140 3%, an aliphatic hydrocarbon petroleum distillate (mineral spirits). Dirty solvent is heated in the distillation tank, the vapors are evacuated under vacuum into a cooling condenser, and the resulting clean liquid solvent is stored in an internal storage tank. The solvent is transferred by a pump into the parts washing basin (either single or dual stations). Hazardous vapors are contained within welded steel enclosures with metallic pressure fittings. The product is floor-standing, stationary, and provided with a non-detachable supply cord. MODEL SIMILARITY Model 500 - single parts-washing basin Model 570 - similar to 500 but basin is larger Model 550 - two side-by-side basins with two wash pumps and on/off controls Model 555 - two front-to-back basins with two wash pumps and on/off controls All models contain a single solvent-recycling system. ELECTRICAL RATINGS 115V, 12A, 60Hz ETL TESTING LABORATORIES, INC. Report No. J97*6279-001 Page 3 of 4 Issued: 05/20/97 TEST PERFORMANCE A representative sample of the product was tested in accordance with the Standard for Standard for Solvent Distillation Units (UL 2208, 1st Ed.) and the Standard for Electric Heating Appliances (CAN/CSA-C22.2 No. 88, 1958 Ed.). The following tests were performed: Power Input Leakage Current Normal Temperature Dielectric Voltage-Withstand Normal Operation Abnormal Operation Dry Operation Locked Rotor Component Failure Resistance to Impact Overfill Strain Relief Results of the tests indicate the specimens conform to applicable test criteria. ETL TESTING LABORATORIES, INC. Report No. J97*6279-001 Page 4 of 4 Issued: 05/20/97 CONCLUSION A representative sample of the product covered by this report has been evaluated and found to comply with the applicable requirements of the Standard for Standard for Solvent Distillation Units (UL 2208, 1st Ed.) and the Standard for Electric Heating Appliances (CAN/CSA-C22.2 No. 88, 1958 Ed.). Report prepared by: Report approved by: /s/ ALAN GELLER /s/ DOUGLAS K. TUCKER - ----------------------- ------------------------- Alan Geller Douglas K. Tucker, P.E. Senior Project Engineer Staff Engineer -----END PRIVACY-ENHANCED MESSAGE-----