SEC Company Response from ELECTRIC & GAS TECHNOLOGY INC (CIK 0000785819) — Apr 6, 2005
ELECTRIC & GAS TECHNOLOGY INC (CIK 0000785819)
Date: April 6, 2005 · CIK: 0000785819 · Accession: 0001010549-05-000235
AI Filing Summary & Sentiment
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
ELGT
Electric & Gas Technology Inc
April 6, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 0306
Washington, D.C. 20549
Attn: Gary R. Todd
Reviewing Accountant
Re: Electric & Gas Technology, Inc.
File No. 0-14754
Dear Mr. Todd:
I am responding to your letter of March 11, 2005 in which you provided comments
regarding a review of our filings. Let me first state that we agree in all cases
where you have indicated that we should revise our documents in response to your
comments in future filings and we intend to do so. We incorporated as many of
these as time would allow in our most recent Form 10-QSB filing on March 22,
2005.
This document was prepared by Electric and Gas Technology, Inc. (the Company)
and was reviewed by the Company's independent public accounting firm Turner
Stone and Company, LLP, its pension plan actuary of Pension Associates (a unit
of Nationwide), its compliance attorney Legal and Compliance, LLP and its
pension plan attorney Jackson Walker, LLP.
On March 24, 2005, the Company filed an amended Form 10-KSB/A to make
corrections to the original 10-KSB filing made November 15, 2004. This amended
filing was originally attempted on December 21, 2004, shortly after we filed our
first quarter 10-QSB on December 20, 2004. Although the amended filing was
submitted for EDGARization on December 21, 2004 our internal verification
process failed, and the Company assumed in error that the amended filing was
completed.
Recognition of the oversight was made in the course of responding to the
Commission's inquiry, presented herein. The Company has addressed its protocol
for verification of EDGAR filings and has made it a priority to have filings
prepared more timely to allow for a more thorough review.
A red-line of the original to amended version of the filings is attached. The
following table details the specifics of the amendment to the original filing
with commentary as applicable:
<PAGE>
SEC Response
April 6, 2005
Page 2 of 20
Page 3
In 10KSB pre Amendment
Research and Development is conducted in the Utility sector. In this area, the
Company has spent an estimated $90,000 in each of the last two (2) years in the
development of new products for new products and concepts.
Amended 10KSB
Research and Development is conducted in the Utility sector. In this area, the
Company has spent approximately $197,000 in the last two (2) years in the
development of new products for new products and concepts.
--------------------------------------------------------------------------------
The 2 year expense comment was an approximation. The actual expense was included
in the operating statement. This has no impact on the financial statements.
--------------------------------------------------------------------------------
Page 8
In 10KSB pre Amendment
The Company lost its appeal on the SBA lawsuit pertaining to a real estate
transaction dating back to 1987, resulting in a judgment against the Company of
$462,379.
Amended 10KSB
The Company lost its appeal on the SBA lawsuit pertaining to a real estate
transaction dating back to 1987, resulting in a judgment against the Company of
$459,936.
--------------------------------------------------------------------------------
$462,379 included financing expenses related to payment of the lawsuit. The
amount of the lawsuit was $459,936.
--------------------------------------------------------------------------------
Page 12
In 10KSB pre Amendment
Fiscal year 2004 Results of Operations
Background
Amended 10KSB
Background
--------------------------------------------------------------------------------
removed superfluous statement.
--------------------------------------------------------------------------------
Page 13
In 10KSB pre Amendment
During fiscal 2004, the Company increased its operating loss by $1,760,417
Operating income (loss):
Water: (306,364) (6.95%)
Utilities (590,496) (7.13%)
Contract Manufacturing 626,500 12.16%
Total operating (loss) (270,360) (547.75%)
General corporate (861,397)
<PAGE>
SEC Response
April 6, 2005
Page 3 of 20
Amended 10KSB
During fiscal 2004, the Company increased its operating loss by $1,131,757
Operating income (loss):
Water: (306,194) (933.54%)
Utilities (547,541) (381.67%)
Contract Manufacturing 638,540 227.41%
Total operating (loss) (215,195) (205.87%)
General corporate (916,562)
--------------------------------------------------------------------------------
corrected error of omission to update table.
--------------------------------------------------------------------------------
Page 14
In 10KSB pre Amendment
Contract Manufacturing revenues increased by $2,325,969 in fiscal 2004 over
those in 2003, due primarily to the resurgence of the telecom business and the
deployment of the new GSM technology. Operating income increased by $626,500
Amended 10KSB
Contract Manufacturing revenues increased by $2,325,969 in fiscal 2004 over
those in 2003, due primarily to the resurgence of the telecom business and the
deployment of the new GSM technology. Operating income increased by $638,540
In 10KSB pre Amendment
Water Production revenues increased (decreased) by ($394,124) and $455,747 in
fiscal 2004 and 2003, respectively, while operating income increased (decreased)
by ($306,364)
Amended 10KSB
Water Production revenues increased (decreased) by ($394,124) and $455,747 in
fiscal 2004 and 2003, respectively, while operating income increased (decreased)
by ($306,194)
In 10KSB pre Amendment
Liquidity. Cash flow used by operating activities amounted to $(599,199)
Amended 10KSB
Liquidity. Cash flow used by operating activities amounted to $(599,119)
--------------------------------------------------------------------------------
Corrected errors
--------------------------------------------------------------------------------
Page 22 (Item 12)
In 10KSB pre Amendment
Petroleum Dynamic (4,222)
Amended 10KSB
Petroleum Dynamic - (4,222)
--------------------------------------------------------------------------------
Corrected error
--------------------------------------------------------------------------------
Page 23
In 10KSB pre Amendment
(iv) Consolidated Statements of Changes in Stockholders' Equity for the two
years ended July 31, 2004 and 2003.
Amended 10KSB
(iv) Consolidated Statements of Changes in Stockholders' Deficit for the two
years ended July 31, 2004 and 2003.
--------------------------------------------------------------------------------
replaced the word "equity" with "deficit"
--------------------------------------------------------------------------------
<PAGE>
SEC Response
April 6, 2005
Page 4 of 20
Report of independent Registered Public Accounting Firm
In 10KSB pre Amendment
Turner Stone & Co.
Certified Public Accountants
Dallas, Texas
November 15, 2004
Amended 10KSB
Turner Stone & Company, L.L.P.
Certified Public Accountants
Dallas, Texas
November 12, 2004
--------------------------------------------------------------------------------
Corrected signature date on Report of Independent Registered Public Accounting
Firm
--------------------------------------------------------------------------------
Consolidated Statements of Operations
In 10KSB pre Amendment
Loss of civil action (462,740)
Other 3,323
Amended 10KSB
Loss of civil action (459,936)
Other 519
--------------------------------------------------------------------------------
Loss of civil action: The $462,379 included financing expenses in securing the
loan to pay the lawsuit. The amount of the lawsuit was $459,936.
--------------------------------------------------------------------------------
Consolidated Statements of Operations
In 10KSB pre Amendment
Loss per share continued ops (0.37)
Net Loss per share (0.44)
Amended 10KSB
Loss per share continued ops (0.36)
Net Loss per share (0.43)
--------------------------------------------------------------------------------
Corrected errors
--------------------------------------------------------------------------------
Consolidated statements of changes in stockholders' deficit
In 10KSB pre Amendment
Common Shares at July 31, 2002 7,452,034
Common Shares at July 31, 2003 7,947,034
Stock issued for services 115,000
Amended 10KSB
Common Shares at July 31, 2002 6,471,934
Common Shares at July 31, 2003 6,946,934
Stock issued for services 115,100
--------------------------------------------------------------------------------
Corrected errors
--------------------------------------------------------------------------------
<PAGE>
SEC Response
April 6, 2005
Page 5 of 20
Page F-13
In 10KSB pre Amendment
ELGT has recently entered into an asset based credit facility which provides for
a working line of up to $1,750,000.
Amended 10KSB
ELGT has recently entered into an asset based credit facility which provides for
a working line of up to $1,750,000, pending closing
--------------------------------------------------------------------------------
Added comment
--------------------------------------------------------------------------------
Page F-15
In 10KSB pre Amendment
In accordance with Statements of Financial Accounting Standards ("SFAS") No. 86,
Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise
Marketed, all costs incurred to establish the technological feasibility are
research and development costs. In accordance with this provision, the Company
has expensed approximately $217,000 of research and development related expenses
from inception through February 2003. The costs that were expensed related to
the creation a working model
Amended 10KSB
In accordance with Statements of Financial Accounting Standards ("SFAS") No. 86,
Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise
Marketed, all costs incurred to establish the technological feasibility are
research and development costs. In accordance with this provision, the Company
has expensed approximately $217,000 of research and development related expenses
from inception through February 2003. The costs that were expensed related to
the creation of a working model
--------------------------------------------------------------------------------
typographical correction
--------------------------------------------------------------------------------
Page F-16 Foreign Currency Translation
In 10KSB pre Amendment
component of shareholders' equity
Amended 10KSB
component of shareholders' deficit
--------------------------------------------------------------------------------
replaced the word "equity" with "deficit"
--------------------------------------------------------------------------------
Page F-16 Comprehensive Income
In 10KSB pre Amendment
presented in the accompanying consolidated statement of changes in stockholders'
equity
Amended 10KSB
presented in the accompanying consolidated statement of changes in stockholders'
deficit
--------------------------------------------------------------------------------
replaced the word "equity" with "deficit"
--------------------------------------------------------------------------------
<PAGE>
SEC Response
April 6, 2005
Page 6 of 20
Page F-19 Long-term obligations
In 10KSB pre Amendment
Mortgage note payable due in monthly payments of principal and interest at 2.75%
Amended 10KSB
Mortgage note payable due in monthly payments of principal and interest of
$3,617 at 2.75%
--------------------------------------------------------------------------------
Long term obligations - added dollar amount
--------------------------------------------------------------------------------
F-20 7. Accrued liabilities
In 10KSB pre Amendment
Payroll $307,270
Vacation Pay 57,329
Taxes 51,417
Interest 17,800
Miscellaneous 227,081
Amended 10KSB
Accrued payroll and related taxes $307,270
Property tax 155,505
Vacation pay 57,329
Sales tax 51,417
Interest 17,800
Miscellaneous 71,576
--------------------------------------------------------------------------------
moved Property tax from Miscellaneous to separate category and embellished
wording of payroll accrual.
--------------------------------------------------------------------------------
Page F-21 Concentration of Credit Risk Paragraph 2
In 10KSB pre Amendment
As of July 31, 2004, approximately 49% and 17% of the accounts receivable
balance is due from two customers.
Amended 10KSB
As of July 31, 2004, 49% and 17% of the accounts receivable balance is due from
two customers.
--------------------------------------------------------------------------------
removed qualification "approximately"
--------------------------------------------------------------------------------
F-23 10. Benefit Plans
In 10KSB pre Amendment
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 Company recorded
liabilities of $1,410,689 and $1,177,342, intangible assets of $0 and $9,326 and
a stockholders' equity reduction
Amended 10KSB
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' deficit. The Company recorded
liabilities of $1,410,689 and $1,177,342, intangible assets of $0 and $9,326 and
a stockholders' deficit reduction
--------------------------------------------------------------------------------
replaced the word "equity" with "deficit"
--------------------------------------------------------------------------------
<PAGE>
SEC Response
April 6, 2005
Page 7 of 20
F-28 Item 14. Acquisition
In 10KSB pre Amendment
The acquisition was recorded under the purchase method, whereby LMT's net assets
were recorded at estimated fair value and its operations have been reflected in
the statements of operations since that date. The allocation of purchase price
is as follows:
Amended 10KSB
The acquisition was recorded under the purchase method, whereby LMT's net assets
were recorded at estimated fair value and its operations have been reflected in
the consolidated statements of operations since that date. The allocation of
purchase price is as follows:
--------------------------------------------------------------------------------
inserted word consolidated in regard to statements of operations.
----------------------- --------------------------------------------------------
F-30 Item 17. Fourth Quarter Results and Adjustments
Amended 10KSB
During the fourth quarter of the fiscal year ended July 31,