March 11, 2005
Mail Stop 0306
Daniel A. Zimmerman, President and Chief Executive Officer
Electric & Gas Technology, Inc.
3233 West Kingsley Road
Garland, Texas 75041
Via U S Mail and FAX [ (972) 271-8925 ]
Re: Electric & Gas Technology, Inc.
Form 10-K for the fiscal year ended July 31, 2004
Form 10-Q for the fiscal quarter ended October 31, 2004
File No. 0-14754
Dear Mr. Zimmerman:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures, and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents in response to these comments in all future
filings with the Commission. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Mr. Daniel A. Zimmerman
Electric & Gas Technology, Inc.
March 11, 2005
Page 2
Form 10-K for fiscal year ended July 31, 2004
Management`s Discussion and Analysis
Results of Operations - Page 12
1. In general, MD&A should identify (and quantify) factors
responsible for changes in financial statement items and discuss
why
those changes occurred. We see that your discussions do not
consistently address "why" factors occurred. For instance, you
should expand MD&A to describe why utilities revenues decreased by
nearly $800,000 in 2004. Apply in future filings.
2. In future filings you should describe and quantify the impact
of
acquisitions on results of operations. We see, for instance, that
LMT was included for only seven months in 2003, while your
disclosures suggest that the entire increase in 2004 was driven by
demand.
3. Please expand to more clearly identify, quantify and describe
factors responsible for material changes in gross margins from
period
to period. We see that gross margin materially deteriorated in
2004
despite increased revenues. If segment gross margins vary
significantly, this disclosure should be segment specific. For
guidance on MD&A you should refer to Item 303 to Regulation S-B
and
FR-72.
4. In future filings please add a discussion of selling, general
and
administrative expenses. The expanded analysis should identify,
quantify and describe reasons for material changes in these
expenses.
We see that those expenses increased by more than a million
dollars
in 2004 and that you have provided no clear explanation about why.
For guidance on MD&A you should refer to Item 303 to Regulation S-
B
and FR-72.
5. You should also add discussion about material items included in
other income and expense. As previously noted, that expanded
discussion should identify, quantify and describe reasons for
material changes in material components of the line items. We see,
for instance, material investment gains and losses and a
litigation
loss. Apply in future filings.
Mr. Daniel A. Zimmerman
Electric & Gas Technology, Inc.
March 11, 2005
Page 3
Liquidity and Capital Resources - Page 14
6. We note the brief reference to operating cash flows. Pursuant
to
FR-72, we believe that Registrant`s should present a discussion of
cash flows from operating activities. That discussion should
identify and analyze the underlying drivers of operating cash
flows.
Please note that the form of the cash flow statement should not
drive
the substance of this discussion and that it is insufficient to
present a narrative that merely lists items from that Statement.
Please revise your disclosures in future filings, or tell us how
your
discussion considers the objectives of the Release.
Financial Statements
Consolidated Balance Sheet - Page F-4
7. Unless you have a legal right of offset, the item "Due from
Affiliates, net" should be disaggregated to separately present
amounts "due from" versus "due to" affiliates. Apply in future
filings.
Consolidated Statements of Operations - Page F-6
8. Based on the number of shares outstanding at each period-end
and
the share activity as presented on the Consolidated Statement of
Stockholders` Deficit, weighted average shares for each year
appears
incorrect. We see only share issuances during the two years ended
July 31, 2004. Accordingly, it is not clear how weighted average
shares for either period can be less than the number of shares
outstanding as of July 31, 2002. Revise future filings or advise
us
supplementally why the calculations are not incorrect. If you
believe your calculations are correct, you should make clarifying
disclosure in the footnotes to future filings. As a related
matter,
please note that the Consolidated Statement of Stockholders`
Deficit
appears to have various problems with mathematical accuracy.
Consolidated Statements of Cash Flows - Page F-9
9. Please add footnote disclosure about the cash receipt labeled
"pension plan." As well, pension transactions are normally
presented
as operating activities. Please revise or
advise us how investing classification is appropriate under the
requirements of FAS 95. You should also expand Note 10 to add
disclosure about this apparent cash receipt. If this is not a cash
event, then it appears that the cash flow statement presentation
is
not correct under FAS 95. Please advise and/or revise future
filings
as necessary.
Mr. Daniel A. Zimmerman
Electric & Gas Technology, Inc.
March 11, 2005
Page 4
10. Please also add footnote and MD&A disclosure about the facts
and
circumstances leading to the $447,000 charge labeled "write-down
on
investment in Orasee." Apply in future filings.
Notes to the Financial Statements
11. In future filings please present a footnote describing your
investments and related accounting policies, including how you
identify and measure impairment. We read in Note 12 that you held
marketable securities that were recently sold to an affiliate,
that
you hold a significant equity interest in a public company, and we
see the very material impairment charge in fiscal 2004. Your
disclosures about investments should conform to the requirements
of
FAS 115, APB 18 and EITF 03-01.
- -- Inventories - Page F-14
12. We see the significance of inventories to your balance sheet
and
read in Note 3 that a majority is raw materials. Please make
policy
disclosure about how you identify and account for inventory
impairment. The policy statement should also clarify how your
method
is appropriate under SAB Topic 5-BB. It appears that you incurred
material inventory charges in 2004. MD&A should quantify and
describe
reasons for significant inventory impairment charges. You should
also
make disclosure about the disposition of the impaired inventory.
Apply in future filings.
- -- Revenue and Expenses - Page F- 6
13. In future filings please present a separate section for
Revenue
Recognition policies. That expanded disclosure should clarify why
it
is appropriate to recognize revenue at shipment, including
disclosure
about shipping terms. Clarify whether there are any post shipment
obligations or customer acceptance protocols that could impact
revenue recognition. Also, provide details of any discounts,
credits
or other sales incentives offered, including how those matters
impact
your revenue practices. Refer to EITF 01-09. For guidance please
see
SAB Topic 13.
Mr. Daniel A. Zimmerman
Electric & Gas Technology, Inc.
March 11, 2005
Page 5
Note 8 Commitments and Contingencies - Page F-21
14. Refer to the caption "Litigation". In future filings please
present disclosures about Litigation or, if there is none, remove
the
caption. Refer to FAS 5.
Note 10 Benefit Plans - Page F-22
15. We read on page F-23 that the pension plan has not recorded a
$100,000 loan to an affiliate. Please explain supplementally the
basis in GAAP for not recording this transaction. Also tell us
and
disclose why it was permissible under the provisions of the
pension
plan and applicable pension law to enter into this transaction.
You
should provide a comprehensive narrative response to this comment.
16. The plan is significantly under-funded; accordingly, you
should
also make clear disclosure about the business purpose of the loan,
and its terms, conditions and collateral, including whether and
how
the plan expects to be repaid. Respond supplementally and apply
the
disclosure guidance in future filings.
17. Tell us whether you have had correspondence with the Pension
Benefit Guarantee Corporation about this plan, its unfunded status
or
the loan/distribution to Interfederal. If so, supplementally
describe the substance of such correspondence.
18. As a related matter, we see disclosure that also characterizes
the loan as a distribution. Supplementally and in future filings,
clarify the nature the $100,000 paid to Interfederal.
19. MD&A should present a comprehensive discussion about the
status
of the pension plan and the related liability. You should
disclose
how you plan to fund the payment in 2005. You state that you will
terminate the pension plan upon funding the pension liability.
MD&A
should disclose how much money is necessary to accomplish that
objective, including when and how you plan to raise those funds.
Make
disclosure about the potential consequences to your business and
the
pension plan if you are unable to liquidate the substantial
unfunded
liability.
20. The pension plan appears to be curtailed as that term is
defined
in paragraph 6 to FAS 88. In a supplemental narrative, explain to
us
how your accounting for this plan conforms to the requirements of
FAS
88. You should fully explain how you applied the guidance from
that
literature in determining that your accounting for this plan
conforms
to GAAP.
Mr. Daniel A. Zimmerman
Electric & Gas Technology, Inc.
March 11, 2005
Page 6
Note 12 Related Party Transactions - Page F-25
21. Future filings should explain the business purpose behind each
related party transaction. For example, disclose why you advanced
$364,989 to M&M TransExchange Inc.
22. In detailed supplemental response tell us why the amounts due
from Interfederal and M&M Trans Exchange are collectible. Also
provide disclosure about why these (and any other) significant
related party receivables are collectible. Make disclosure about
how
and when you expect to collect material related party receivables.
If you cannot support that the amounts receivable are collectible,
they should be written-off. The expanded disclosure should be
presented in future filings.
23. Refer to the last paragraph on page F-26. We see no public
entity named "DOL Inc". However we do find an entity named "DOL
Resources Inc" who reports that you hold 19.9% in their shares in
their most recently filed 10-K which was for fiscal 2001. In
future
filings, please clarify the name of the entity and percentage
ownership. We find no record of any current trading in those
shares
and, in view of the lapse of time since DOL Resources made any
required filings, tell us why your investment in DOL is not fully
impaired.
24. As a related matter, it appears that you should apply equity
method accounting for the DOL investment. Please make disclosure
about how you account for that interest. You should also make all
relevant disclosures under paragraph 20 to APB 18. Apply in
future
filings.
25. Here, and in MD&A, make full disclosure about the terms and
conditions of the agreement to purchase the Interfederal facility.
Apply in future filings.
Note 16 Assets held for Sale - Page F-29
26. Expand MD&A to describe how you measured the fair value of the
facilities held for sale. The expanded disclosure should explain
why
you believe the $753,000 is recoverable. Pursuant to FAS 144, the
carrying amount of the facilities held for sale should not be more
than their fair values, as defined in that guidance. Also make
disclosure about any contingencies related to the planned
dispositions. For instance, will you need consents from secured
creditors and how do you plan to liquidate the related
liabilities?
Apply in future filings.
Mr. Daniel A. Zimmerman
Electric & Gas Technology, Inc.
March 11, 2005
Page 7
Other
27. Future Forms 10-Q should also be revised to apply our comments
on
the Form 10-KSB where those comments are applicable.
* * * * * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a response letter that keys your responses to our
comments and provides the requested supplemental information.
Confirm that you will comply with these comments in all future
filings with the Commission. Detailed response letters greatly
facilitate our review. Please file your response letter on EDGAR
under the label "CORRESP." Please understand that we may have
additional comments after reviewing your responses to our comments
and the requested supplemental information. When sending
supplemental information regarding this filing, please include the
following ZIP+4 code in our address: 20549-0306.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Mr. Daniel A. Zimmerman
Electric & Gas Technology, Inc.
March 11, 2005
Page 8
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
You may contact Jeanne Bennett at (202) 942-1915 or me at
(202)
942-2862, if you have questions regarding our comments. In our
absence you may contact Brian R. Cascio, Accounting Branch Chief,
at
(202) 942-1791.
Sincerely,
Gary R. Todd
Reviewing Accountant
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