ELECTRIC & GAS TECHNOLOGY INC
10-Q, 1999-11-29
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-Q
          (Mark One)
          [x]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

          For the quarter period ended:  October 31, 1999

                                          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.)


                   13636 Neutron Road, Dallas, Texas             75244-4410
                      (Address of Principal Executive Offices)   (Zip Code)

                                    (972) 934-8797
                 (Registrant's telephone number, including area code)
                     ____________________________________________

          Indicate by check mark  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 preceding 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

          The  number of shares outstanding of each of the Issuer's Classes
          of Common  Stock, as of the  close of the period  covered by this
          report:

          Common - $0.01 Par Value - 8,343,417 shares at November 28, 1999.

<PAGE>
                  ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES

                                  Index to Form 10-Q
                        For the Quarter Ended October 31, 1999

                                                                  Page
          Part I - Financial Information

          1.  Condensed Consolidated Financial Statements:

          (a)Condensed Consolidated Balance Sheets as
          of October 31, 1999 and July 31, 1999                     3

          (b)Condensed Consolidated Statements of
          Operations for the three months
          ended October 31, 1999 and 1998                           4

          (c)Condensed Consolidated Statements of
          Changes in Stockholders' Equity for the
          three months ended October 31, 1999                       5

          (d)Condensed Consolidated Statements of
          Cash Flows for the three months ended
          October 31, 1999 and 1998                               6-7

          (e)Notes to Condensed Consolidated
          Financial Statements                                   8-12

          2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations               13-16

          Part II - Other Information

          Item 1 - Legal Proceedings                               17

          Item 6 - Exhibits and Reports on Form 8-K                17

          Signature (pursuant to General Instruction E)            18

          All other items called for by the instructions are
          omitted as they are either inapplicable, not required,
          or the information is included in the Condensed
          Financial Statements or Notes thereto.

                                       2
<PAGE>
                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                          October 31, 1999 and July 31, 1999
                                        ASSETS
                                                       October 31,    July 31,
                                                          1999          1999
                               CURRENT ASSETS         (Unaudited)
          Cash and cash equivalents                   $   270,560  $   378,340
          Certificates of deposits                      1,706,413    2,810,842
          Investments, market                             479,234      519,646
          Accounts receivable, net                      1,858,382    1,606,637
          Inventories                                   2,770,627    2,669,280
          Prepaid expenses                                 53,717       61,906
          Total current assets                          7,138,933    8,046,651

          PROPERTY, PLANT AND EQUIPMENT, net            1,796,279    1,797,363

          OTHER ASSETS                                  4,516,523    3,628,276

          TOTAL ASSETS                                $13,451,735  $13,472,290

                         LIABILITIES AND STOCKHOLDERS' EQUITY
          CURRENT LIABILITIES
          Notes payable                               $ 1,288,402  $ 1,731,202
          Accounts payable                              1,432,825    1,330,054
          Accrued liabilities                             249,961      276,060
          Current maturities of long-term obligations     156,724      153,126
          Total current liabilities                     3,127,912    3,490,442
          LONG-TERM OBLIGATIONS
          Long-term obligations, less current
             maturities                                 1,180,124    1,210,254
          MINORITY INTEREST IN SUBSIDIARY                     -            -

          STOCKHOLDERS' EQUITY
          Preferred stock, $10 par value, 5,000,000
             shares authorized, 90,000 issued and
             outstanding                                  900,000      900,000
          Common stock, $.01 par value, 30,000,000
             shares authorized and issued 8,343,417        83,434       83,434
          Additional paid-in capital                    9,258,795    9,258,795
          Retained earnings                               836,023      496,866
          Pension liability adjustment                   (237,825)    (237,825)
          Cumulative translation adjustment              (496,728)    (529,676)
                                                       10,343,699    9,971,594
          Reserve for preferred stock redemption       (1,200,000)  (1,200,000)
          Total stockholders' equity                    9,143,699    8,771,594

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $13,451,735  $13,472,290

                               See accompanying notes.

                                          3
<PAGE>
                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     Three Months Ended October 31, 1999 and 1998
                                     (Unaudited)
                                                         Three months ended
                                                             October 31,
                                                           1999         1998

          Sales                                       $3,036,950   $2,864,000
          Cost of goods sold                           2,247,788    2,030,984

          Gross profit                                   789,162      833,016

          Selling, general and
          administrative expenses                        836,788      956,060

          Operating profit (loss)                        (47,626 )   (123,044)

          Other income and (expenses)
          Interest, net                                   47,638       47,893
          Minority interest in subsidiary                    -          2,879
          Investment gain                                336,861          -
          Other                                            2,284       16,554

                                                         386,783       67,326

          NET EARNINGS (LOSS)                            339,157      (55,718)

          Dividend on preferred stock                     15,879       15,879

          Net earnings (loss) applicable to
             common stock                            $   323,278   $  (71,597)

          Earnings (loss) available per Common share:

          Net income                                       $0.04       $(0.01)

          Earnings (loss) available per Common share - assuming dilution:

          Net income                                       $0.04       $(0.01)

                               See accompanying notes.

                                          4
<PAGE>


               ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      Three months ended October 31, 1999

<TABLE>
     <S>                          <C>      <C>     <C>         <C>       <C>          <C>          <C>
                                                     (Unaudited)
                                                                          Accumulated    Reserve
                                                                             Other     Redemption
                                  Preferred Common  Paid-in    Retained  Comprehensive  Preferred
                                    Stock    Stock  Capital    Earnings      Income        Stock     Total

     Balance at July 31, 1999     $900,000 $83,434 $9,258,795  $496,866   $(767,501)  $(1,200,000) $8,771,594

     Net earnings                                               339,157                               339,157
     Currency translation
        adjustments                                                          32,948                    32,948
     Comprehensive income                                                                             372,105

     Balance at October 31, 1999  $900,000 $83,434 $9,258,795  $836,023   $(734,553)  $(1,200,000) $9,143,699
</TABLE>
                               See accompanying notes.

                                         5
<PAGE>
                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Three months ended October 31, 1999 and 1998
                                     (Unaudited)
                                                            Three months ended
                                                                October 31,
                                                             1999        1998
          Increase (decrease) in cash:
          Cash flows from operating activities:
          Net earnings (loss)                          $   339,157 $   (55,718)
          Adjustments to reconcile net earnings (loss)
          to net cash provided by operating activities:
          Depreciation and amortization                     51,504      48,589
          Minority interest in subsidiary                      -        (2,879)
          Gain on investments                             (335,038)        -
          Changes in assets and liabilities:
             Accounts receivable                          (251,745)     11,054
             Inventories                                  (101,347)    (48,759)
             Prepaid expenses                                8,189      (1,240)
             Other assets                                   54,491     298,451
             Accounts payable                              100,724     (94,473)
             Accrued liabilities                           (26,099)     17,842

          Net cash provided by (used in) operating
          activities                                      (159,864)    172,867

          Cash flows from investing activities:
          Investments                                    1,036,841      63,348
          Increase in long-term investments               (500,000)        -
          Purchase of property, plant and equipment        (50,420)    (19,789)
          Net cash provided by (used in) investing
          activities                                       486,421      43,559

          Cash flows from financing activities:
          Increase (decrease) in notes payable and
          long-term obligations                           (434,337)   (122,289)
          Purchase and retirement of treasury stock            -       (64,456)
          Net cash provided by (used in) financing
          activities                                      (434,337)   (186,745)

          NET INCREASE (DECREASE) IN CASH AND CASH
          EQUIVALENTS                                     (107,780)     29,681

          Cash and cash equivalents - beginning of
          period                                           378,340     542,086

          Cash and cash equivalents- end of period       $ 270,560  $  571,767

                               See accompanying notes.

                                       6
<PAGE>
                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                     Three months ended October 31, 1999 and 1998
                                     (Unaudited)
                                                            Three months ended
                                                                October 31,
                                                             1999        1998

          Supplemental disclosures of cash flow information:

          Cash paid during the period for Interest       $  69,578  $   72,835



                               See accompanying notes.

                                          7
<PAGE>
                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   October 31, 1999

                                     (Unaudited)

          NOTE A - GENERAL

          Electric  &  Gas  Technology, Inc.("the  Company"or  "ELGT")  was
          organized under the laws of the State of Texas on March 18, 1985,
          to  serve   as  a   holding  company  for   operating  subsidiary
          corporations.   The  Company presently  is the  owner of  100% of
          Reynolds  and Hydel  and  owns 91.5%  of  AMT and,  through  such
          subsidiaries, operates  in three distinct business  segments: (1)
          production of  atmospheric water, filtration  and enhanced  water
          products  (AMT); (2)  the  manufacture and  sale  of natural  gas
          measurement,  metering and odorization  equipment (Reynolds); and
          (3)  the manufacture  and sale of  electric meter  enclosures and
          pole-line  hardware for  the  electric utility  industry and  the
          general public (Hydel).   Effective October 1,  1997, the Company
          agreed to sell  its defense electronics  business segment and  on
          December  31, 1997  it  sold its  plastics  segment.   Both  such
          operations   have  been   treated  as   discontinued  operations.
          Effective July  31, 1997, the Company discontinued the operations
          of its metal fabrication segment  which previously was engaged in
          the  manufacture  and  sale  of precision  metal  enclosures  for
          telecommunication  and computer equipment  (Logic).   The Company
          sold  its Canadian heating division and its U.S. meter socket and
          Test  Switch  divisions  during  fiscal 1996  and  1995.    These
          operations were part of the electric segment.

          The   accompanying  condensed  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-Q.   They  are subject  to year-end
          audit  adjustments; however,  they 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.

          The statements were prepared using generally  accepted accounting
          principles.   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 and certain  disclosures of the
          type that were made  in the Notes to Financial Statements for the
          year ended July 31, 1999 have  been omitted, even though they are
          necessary for a  fair presentation of  the financial position  at
          October 31, 1999 and 1998 and the results of operations  and cash
          flows for the periods then ended.

                                       8
<PAGE>
                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   October 31, 1999

                                     (Unaudited)

          NOTE B - INVENTORIES

          Inventories are comprised as follows:
                                       October 31, 1999   July 31, 1999

          Raw Materials                   $1,098,195       $1,118,659
          Work in process                    366,848          370,982
          Finished Goods                   1,305,584        1,179,639
                                          $2,770,627       $2,669,280

          NOTE C - COMMON AND PREFERRED STOCK AND EARNINGS PER SHARE

          On  December  15, 1995,  the Company  closed  on a  Note Purchase
          Agreement  with Allied  Products Corporation  ("Allied"), thereby
          obtaining  Allied's right, title and interest in and to a certain
          Promissory  Note   and  all  security   existing  thereunder  and
          obligations of Cooper Manufacturing  Corporation ("Cooper") under
          this Note and  the Facility Agreement formerly executed by Cooper
          and its shareholders in  exchange for $100,000 in cash  and newly
          issued  90,000  shares  of  Series   A,  $10.00  par  value,   7%
          Convertible Preferred stock of the Company.  The promissory  note
          was due on  December 31, 1995 and demand for  payment was made on
          Cooper and  its guarantors.   The preferred stock  is convertible
          into common  stock of the Company  at the ratio of  two shares of
          common stock for each  share of preferred stock.  Each  holder of
          record  of the shares of preferred  stock is entitled to one vote
          per  share equal to the voting rights of the common shareholders.
          The  Company  has  agreed  to  make  whole  any  deficiency  upon
          conversion  and subsequent sale  after December  31, 1997  of the
          Company's  common stock  for less than  $900,000.   The Company's
          common  stock trades  at approximately  $1.00 per share  which if
          sold at that  price would require  900,000 shares to  be sold  to
          retire  the  obligation  to Allied.    The  Preferred shares  are
          redeemable  in cash  plus accrued  dividends at  any time  as the
          result  of an underwriting  as defined therein.   Accumulated and
          unpaid  dividends to  preferred stock  amounted to  approximately
          $244,233 at October 31, 1999.

          An  Illinois's court awarded a  judgement on January  28, 1999 in
          favor  of Allied  and  against  the  Company  in  the  amount  of
          approximately $1,100,000.  The pending lawsuit between Allied and
          the Company has now  been settled and dismissed.   The settlement
          required  the repurchase by the  Company of the  90,000 shares of
          preferred  stock for $1.1 million which would satisfy a judgement
          by  the Court requiring such  a purchase.   An affiliate acquired
          said  90,000  shares  and  the  judgement.  The  transaction  was
          completed  by  the  affiliate  with $1.2  million  of  collateral
          supplied by the Company.   The affiliate is pursuing the  sale of
          the  preferred stock,  which  if unsuccessful,  the Company  will
          repurchase the preferred stock and retire same.

                                       9
<PAGE>
                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   October 31, 1999

                                     (Unaudited)

          NOTE  C   -  COMMON   AND  PREFERRED   STOCK  AND   EARNINGS  PER
          SHARE(Continued)

          The  individuals  whose  stock  was pledged  and  who  personally
          guaranteed the  Allied Note,  petitioned the  court on behalf  of
          Cooper to file for protection under the U.S. Bankruptcy laws in a
          Houston, Texas court.  The Bankruptcy Court approved the debtor's
          plan of reorganization  in the Cooper  bankruptcy on December  5,
          1997.  In accordance with such plan, the Company received cash of
          $700,000, notes  receivable  totaling $220,000,  a  2.5%  royalty
          agreement on new rigs  sold and 1,000,000 shares of  Cabec Energy
          Corp.  The investment in Cooper  was adjusted to the value of the
          consideration received.

          The  following table  sets  forth the  computation  of basic  and
          diluted earnings per share:

                                                          Three months ended
                                                            1999       1998
          Numerator
          Net income (loss)                              $339,157   $(55,718)

            Preferred stock dividends                     (15,879)   (15,879)

          Numerator for basic earnings per share

          Net income (loss) available to
            common stockholders operations               $323,278   $(71,597)

          Effect of dilutive securities
            Preferred stock dividends                    $ 15,879   $ 15,879

          Numerator for diluted earnings per share

          Net income (loss) available to
            common stockholders after
            assumed conversion                           $339,157  $(55,718)

                                       10
<PAGE>
                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   October 31, 1999

                                     (Unaudited)

          NOTE   C  -   COMMON  AND  PREFERRED   STOCK  AND   EARNINGS  PER
          SHARE(Continued)

                                                          Three months ended
                                                            1999      1998
          Denominator
            Denominator for basic earnings per share
          weighted-average shares                       8,343,417 8,166,324

          Effect of dilutive securities:
          Options                                          74,649        -
          Preferred stock                                 900,000        -
                                                          974,649        -
          Denominator for dilutive earnings per share
          assumed conversion                            9,318,066 8,166,324

          Assumed conversion of preferred stock  and exercise of options in
          1998 are anti-dilutive.

          Options to purchase shares ranging in price from $.50 to $.55 for
          77,207 shares and  shares ranging in price from $.50 to $2.75 for
          352,000   shares  were   outstanding   during   1999  and   1998,
          respectively  and  were  only  included  in  the  computation  of
          dilutive earnings  per share  for 1999 as  the options'  exercise
          price was less than the average market price of the common shares
          and were dilutive.

          NOTE D - ACCUMULATED OTHER COMPREHENSIVE INCOME:

          The components of other comprehensive income are as follows:

                                            Currency     Pension
                                          Translations  Liability
                                          Adjustments  Adjustments    Total

          Balance at July 31, 1999         $(529,676)   $(237,825)  $(767,501)

          Currency translation adjustments    32,948          -        32,948


          Balance October 31, 1999         $(496,728)   $(237,825)  $(734,553)

                                       11
<PAGE>
                   ELECTRIC & GAS TECHNOLOGY, INC. AND SUBSIDIARIES

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   October 31, 1999

                                     (Unaudited)

          NOTE E - INDUSTRY SEGMENT DATA:

          The Company's  business is primarily comprised  of three industry
          segments:  i.  water  (AMT);  ii.  natural  gas  measurement  and
          recording devices and odorization (Reynolds); and iii. electrical
          components and enclosures (Hydel) as set  forth below.  Operating
          profits  represent total sales less cost of sales and general and
          administrative expenses.
<TABLE>
          <S>                      <C>        <C>         <C>         <C>          <C>
                            Three Months Ended October 31, 1999


                                                                       General
                                      Water       Gas      Electric   Corporate    Consolidated

          Sales                    $    -     $  757,867  $2,279,083  $     -      $ 3,036,950
          Cost of goods sold          9,814      420,045   1,817,929        -        2,247,788
          Selling, gen.  & adm.       4,227      297,386     333,958    201,217        836,788

          Operating profit(loss)    (14,041)      40,436     127,196   (201,217)       (47,626)

          Interest, net                 -        (12,610)    (23,683)    83,931         47,638
          Other income(expense)         -         35,001         -      304,144        339,145

          Net earnings (loss) from
           continuing operations   $(14,041)  $   62,827  $  103,513   $186,858    $   339,157

          Assets:
            Receivables            $    -     $  527,358  $1,347,396   $  (16,372) $ 1,858,382
            Inventory              $ 51,870   $  847,985  $1,870,772   $    -      $ 2,770,627
            Total    assets        $284,710   $1,980,992  $4,394,046   $6,791,987  $13,451,735

          Depreciation               $1,189      $18,503     $28,719       $3,093      $51,504

          Additions PP&E             $  -        $25,109     $25,311       $  -        $50,420

</TABLE>
          Net earnings were materially effected by the Company's successful
          resolution  of   its  lawsuit  with  its   former  manufacturer's
          representative of  its  discontinued metal  fabrication  segment.
          The Company  had previously  provided a reserve  of approximately
          $500,000 against  any potential  exposure in connection  with the
          lawsuit and any claims made by the purchaser of the business.

                                       12
<PAGE>
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                              AND RESULTS OF OPERATIONS

          The  Company,  through its  subsidiaries,  operates within  three
          separate  industries.   These are  (i) production  of atmospheric
          water, filtration  and  enhanced  water  products;    (ii)    the
          manufacture   of  natural  gas   measurement  equipment  and  gas
          odorization products; and (iii) the manufacture and sale of metal
          enclosures and other electrical equipment for use in the electric
          utility industry.

          Results of Operations

          Summary.   The  Company  reported  net earnings  (loss)  from  of
          $339,157 and  $(55,718) for  the three months  ended October  31,
          1999  and  1998, respectively.    Operating  income decreased  by
          $18,669  to $153,591  the  result of  lower  margins in  the  gas
          segment.    Gross  margins   decreased  from  29.09%  to  25.99%.
          Selling, general and administrative expenses as a relationship to
          revenues  at the segment level decreased from 23.07% to 20.93% of
          revenues.  Net earnings were materially effected by the Company's
          successful   resolution   of   its  lawsuit   with   its   former
          manufacturer's   representative   of   its   discontinued   metal
          fabrication  segment.   The  Company  had  previously provided  a
          reserve  of approximately $500,000 against any potential exposure
          in  connection  with  the lawsuit  and  any  claims  made by  the
          purchaser of the business.

          Increases(decreases) for  the three  months period  ended October
          31, 1999, as  compared with the similar  period of 1998,  for key
          operating data were as follows:


                                                     Three Months Ended
                                                      October 31, 1999

                                                    Increase     Percent
                                                   (Decrease)    Change

          Operating Revenues                        $172,950       6.14
          Operating Income                           (18,669)    (10.84)
          Earnings (loss) from operations
          before income taxes                        394,875     708.70
          Net Earnings Per Share                         .05     500.00

                                       13
<PAGE>
          The  following table represents the changes [increase/(decrease)]
          in operating  revenues, operating income and  net earnings before
          income taxes by the respective industry segments when compared to
          the previous period:

                                                    Three Months Ended
                                                     October 31, 1999
                                                     Increase
                                                   (Decrease)    Percent
          Operating Revenues:

            Water                                   $    -           -
            Gas                                        3,898       2.25
            Electric                                 169,052      97.75

                                                    $172,950     100.00

          Operating Income (Loss):

            Water                                   $ 21,858     117.08
            Gas                                      (63,076)   (337.86)
            Electric                                  22,549     120.78

                                                     (18,669)    100.00

          General Corporate                           94,087
          Other Income (Expense)                     319,457

          Earnings from continuing operations
            before Income Taxes                     $394,875

          Water  segment had no revenues during the first quarter of fiscal
          2000.   Expenses amounted to  $14,041 which were  monies expended
          for  further  development  and  testing  of  the  newly  designed
          "Watermaker."   The  Company continues to  test and  develop this
          technology to  ultimately produce  reliable, safe  and marketable
          products.

          Gas  revenues increased  by  $3,898 for  the  three months  ended
          October  31, 1999.   Operating income decreased  by $(63,076) for
          the  three months ended October  31, 1999, resulting in operating
          profit of $40,436, the result of decreasing margins and offset by
          slightly reduced selling, general and administrative expenses.

                                       14
<PAGE>
          Electric revenues for  the three months  ended October 31,  1999,
          increasing by   $169,052 or 8.01%.   Gross margins  for the three
          months  remained  relatively  unchanged around  20%.    Operating
          profits increased by $22,549  due to the increased revenue.   The
          electric segment  consist of only  the Canadian meter  socket and
          pole line hardware  product lines selling almost entirely  in the
          Canadian markets.

          With the  exception of  expense relationships discussed  above in
          the specific segment discussion,  such other relationships remain
          consistent.  Operating profits decreased by 10.84%, the effect of
          decreased margins  3.10% and  offset by reduced  selling, general
          and administrative  expenses by  2.14%, discussed above,  for the
          three months ended October 31, 1999.

          Liquidity and Capital Resources

          Liquidity.  Current assets of  the Company totaled $7,138,933  at
          October  31, 1999  and  $8,046,651 at  July  31, 1999.    Current
          liabilities decreased  by $(362,530), resulting in  a decrease in
          working capital  (current  assets less  current  liabilities)  to
          $4,011,021 at October 31, 1999, from $4,556,209 at July 31, 1999.
          The Company  believes that it  has and  will generate  sufficient
          cash  to   meet  its   working  capital  requirements   and  debt
          obligations.

          Hydel has a working capital  line-of-credit with a Canadian  bank
          in the  amount of approximately $1,500,000.   The Canadian credit
          facility is secured by  receivables, inventories and equipment of
          Hydel.

          The   Company   continues  to   borrow   under   its  CIT   Group
          Credit/Finance, Inc. revolving and term loan facility.  Borrowing
          under  the  revolving  portion  is  based  on  eligible  accounts
          receivable and inventory.  The outstanding revolving loan balance
          was $343,484 and the term loan balance was $53,116 at October 31,
          1999.

          Capital Expenditures

             For  Fiscal 2000, the Company (and  its subsidiaries) does not
          anticipate  any significant capital  expenditures, other  than in
          the ordinary  course of replacing worn-out  or obsolete machinery
          and equipment utilized by  its subsidiaries.

          Dividend Policy

          No  cash dividends have been  declared by the  Company's Board of
          Directors 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.  Cumulative dividends on the Series A,
          7% Convertible  Preferred Stock, have not been  paid and amounted
          to $244,233 as of October 31, 1999.

                                       15
<PAGE>
          Other Business Matters

          Year 2000. The Company  currently believes that it does  not have
          any   significant  exposure   to   uncertainties   nor   material
          anticipated costs  with regard to  Year 2000 issues.  The Company
          has  significantly reduced  its operating  subsidiaries  over the
          last two years  minimizing certain risks. Current systems and any
          anticipated upgrades are 2000 compliant.

          Accounting for Post-Retirement Benefits.  The Company provides no
          post-retirement benefits;  therefore, FASB  No. 106 will  have no
          impact  on   the  Company's  financial  position   or  result  of
          operations.

          Inflation.   The Company does  not expect the  current effects of
          inflation to have any effect on its operations in the foreseeable
          future.    The  largest  single impact  effecting  the  Company's
          overall  operations  is  the  general state  of  the  economy and
          principally the home construction sector.

          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.

                                       16
<PAGE>
                                       PART II

          ITEM 1.  LEGAL PROCEEDINGS

          Ammon & Rizos Co.,  Inc. Vs. Metal Products, Inc.-Cause  No.; 97-
          06860-C;  District  Court  Dallas  County,  Texas.    The  former
          manufacturers  representative of  Logic,  Ammon &  Rizos Co,  has
          filed a suit against  the Company, the Company's chairman  of the
          board, Logic, and New Logic Design Metals, Inc. ("New Logic")(the
          purchaser  of the assets) for  unpaid fees, assumed  by New Logic
          and  a previous  adjustment in  prior fees plus  prospective fees
          from New  Logic's sales.  This case was settled by all parties on
          November 17,  1999 with a payment of $500,000 to the plaintiff of
          which the  Company contributed $200,000  to the settlement.   The
          balance of $300,000 was paid by New Logic.


          ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)NONE

          (b)Reports on Form 8-K.

          NONE

                                       17
<PAGE>

                                      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/ Edmund W. Bailey
          Edmund W. Bailey
          Vice President and
          Chief Financial Officer


          Dated: November 29, 1999

                                       18
<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUL-31-2000
<PERIOD-END>                               OCT-31-1999
<CASH>                                         270,560
<SECURITIES>                                 2,185,647
<RECEIVABLES>                                1,871,805
<ALLOWANCES>                                    13,423
<INVENTORY>                                  2,770,627
<CURRENT-ASSETS>                             7,138,933
<PP&E>                                       4,495,100
<DEPRECIATION>                               2,698,821
<TOTAL-ASSETS>                              13,451,735
<CURRENT-LIABILITIES>                        3,127,912
<BONDS>                                              0
                                0
                                    900,000
<COMMON>                                        83,434
<OTHER-SE>                                   8,160,265
<TOTAL-LIABILITY-AND-EQUITY>                13,451,735
<SALES>                                      3,036,950
<TOTAL-REVENUES>                             3,036,950
<CGS>                                        2,247,788
<TOTAL-COSTS>                                3,084,576
<OTHER-EXPENSES>                             (386,783)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              69,578
<INCOME-PRETAX>                                339,157
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   339,157
<EPS-BASIC>                                        .04
<EPS-DILUTED>                                      .04


</TABLE>


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