SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] Annual Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the Fiscal
Year Ended September 30, 1996
[ ] Transition Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the
Transition Period from _________ to _________.
Commission File Number 0-20986
ENVIRONMENTAL TECHNOLOGIES CORP.
(Name of Registrant as Specified in Its Charter)
Delaware 22-3005943
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
No.)
550 James Street
Lakewood, New Jersey 08701
(Address of Principal Executive Offices) (Zip Code)
(908) 370-3400
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Securities
Exchange Act of 1934:
Name of Each Exchange
Title of Each Class On Which Registered
NONE
Securities registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934:
Common Stock, par value $.01 per share
Check whether the registrant: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange 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. XX Yes No
Page 1 of 64 Pages
Check if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[ ]
State the aggregate market value of the voting stock held by
non-affiliates of the registrant on January 7, 1997, computed by
reference to the price at which the stock was sold on that date:
$18,493,433.
The number of shares outstanding of the registrant's Common
Stock, par value $.01 per share (the "Common Stock"), as of
January 7, 1997, was 5,153,411.
Documents Incorporated by Reference: None
<PAGE>
<TABLE>
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ENVIRONMENTAL TECHNOLOGIES CORP.
ANNUAL REPORT ON FORM 10-K
Table of Contents
Item Page
<S> <C>
1. Description of Business 1
2. Description of Property 15
3. Legal Proceedings 16
4. Submission of Matters to a Vote of Security
Holders 16
5. Market for Common Equity and Related
Stockholder Matters 17
6. Selected Financial Data 18
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 19
8. Financial Statements 26
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 48
10. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act 49
11. Executive Compensation 50
12. Security Ownership of Certain Beneficial Owners
and Management 55
13. Certain Relationships and Related Transactions 56
14. Exhibits and Reports on Form 8-K 56
</TABLE>
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS.
Item 1 first discusses the refrigerant business and then the
ballast recycling business and concludes with certain information
related to the entire Company.
The Company is engaged in the marketing and sale of
refrigerants, refrigerant reclaiming services, the manufacture
and distribution of refrigerant recycling and recovery equipment and
the recycling of fluorescent light ballasts and lamps.
The following table sets forth information relating to the
approximate dollar amounts (in thousands) and percentages of
revenues derived from the Company's sales of refrigerants,
equipment and ballast recycling services:
<TABLE>
Years Ended September 30,
1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Refrigerants $25,871 75% $26,020 75% $18,613 75%
Ballast Recycling 5,787 17 6,013 17 4,911 20
Equipment 2,885 8 2,645 8 1,203 5
------- ---- ------- ---- ------- ---
$34,543 100% $34,678 100% $24,727 100%
</TABLE>
REFRIGERANTS
REFRIGERANT INDUSTRY BACKGROUND
In recent years, increasing concern about damage to the
earth's stratospheric ozone layer has resulted in significant
legislation governing production and use of products containing
Chlorofluorocarbons ("CFCs"). In 1987, the United States became
asignatory to the Montreal Protocol on Substances that Deplete
the Ozone Layer (the "Montreal Protocol"), as amended in 1992,
which requires its signatories to reduce and ultimately eliminate
production and consumption of certain ozone depleting substances,
including R-12. The Montreal Protocol has been implemented in
the United States through the Clean Air Act and the regulations
promulgated thereunder by the EPA. Pursuant to the Clean Air
Act, which was amended in 1990 in response to evidence linking
the use of CFCs to damage to the earth's ozone layer, production
of CFCs ceased at the end of 1995. The Clean Air Act also
requires the recycling of refrigerants used in automobile air
conditioning systems and recovery of refrigerants used in
residential and commercial air conditioning and refrigeration
systems.
The Company believes that continuing initiatives of
government authorities relating to refrigerants in general and
ozone depleting substances, in particular, has resulted in
significant opportunities for companies engaged in the
development and commercialization of equipment designed to
recycle and recover refrigerants and the recovery, reclaiming and
resale of refrigerants which are still in demand, but production
of which has been eliminated, such as R-12. CFCs and
refrigerants have an indefinite useful life if the chemicals are
stored in well-sealed containers or systems.
The Company is not aware of any industry-wide stockpiling of
refrigerants containing CFCs, such as R-12. The Company is also
not aware of any governmental agenda to curtail or eliminate the
use of and/or reuse of such refrigerants.
In general, working capital levels for the Company and
industry-wide reflect the highly seasonal nature of sales for
refrigerants which are related to weather. Sales of the
Company's products generally precede warm weather and continue
through much of the warm weather months.
The Company, and other companies in the industry, no longer
have ready access to sources of newly manufactured CFC
refrigerants. The CFC replacement products are now readily
available to the Company, and other companies in the industry.
In anticipation of the cessation of a predictable manufactured
supply of R-12, the primary source of the Company's historical
sales and profitability, the Company arranged access to a
significant supply of R-12 for sale in 1997. Beyond 1997 the
Company's access to R-12 is much less certain. See "Production
and Sources of Supply" below.
PRODUCTS AND SERVICES
REFRIGERANTS
Refrigerants are liquid compounds characterized by their
ability to absorb heat and vaporize at low temperatures that can
be used in air conditioning and refrigeration systems. Compounds
such as R-12 and R-134a serve as refrigerants through the
principle of heat transfer by absorbing heat while in a liquid
state and releasing heat while in a gaseous state. CFC
substances contained in most commonly used refrigerants,
including R-12, have been linked to upper-atmospheric ozone
depletion due to the ability of these substances to chemically
combine with and separate ozone molecules. Manufacturers of
refrigerants, however, have developed new refrigerants such as
tetrafluorethane, or R-134a, which do not contain CFCs, as a
replacement for R-12.
The most widely used commercial refrigerants are R-11, R-12,
R-22 and R-502. Other than R-134a, which has recently been
introduced, R-12 is the only significant refrigerant used in
automobile air conditioning systems. R-12 can also be used as a
refrigerant in residential air conditioning and refrigeration
systems. R-22 is a refrigerant capable of providing extensive
cooling of large areas, making it suitable for use in residential
and commercial air conditioning. R-502 is used extensively as a
refrigerant in commercial refrigeration systems.
The Company's line of refrigerants includes R-12, R-22 and
R- 134a marketed under the Company's "Arctic Air" label to
wholesalers and distributors of automobile supplies for use by
mechanics and technicians in servicing automobile air
conditioning systems.
The Company markets R-134a in spray cans under its
customers' private labels for use in moisture-sensitive
equipment, including personal computer screens, cabinets,
peripherals and photographic equipment.
As a result of the Clean Air Act mandates, automobile
manufacturers have developed and are installing new air
conditioning systems in vehicles using R-134a, a refrigerant
which does not contain ozone depleting CFCs, rather than R-12.
The Company commenced marketing R-134a in 1992 as a replacement
for R- 12 for new air conditioning systems. The Company has also
begun marketing R-134a for use in dusting moisture-sensitive
equipment.
The Company acquired Refrigerant Reclaim Services, Inc.
("RRSI") in February 1994 and Global Refrigerant Management, Inc.
in February 1995 (collectively by their d/b/a, "Full Circle,
Inc."). RRSI provides services for the recovery and reclamation
of all refrigerants in response to the requirements of the Clean
Air Act, which strictly regulates the use and disposal of
refrigerants containing certain chemicals. The Company's
recovery services consist of removing used refrigerants from air
conditioning and refrigeration systems and transferring them into
pressurized cylinders for collection. Its reclamation services
consist of "cleaning" refrigerants to remove impurities and
contaminants and returning them to their original purity
standards. Reclaimed refrigerants, unlike recycled refrigerants,
meet the same specifications as newly manufactured products.
RRSI markets its services to large users of refrigerants such as
wholesalers of air conditioning and refrigeration equipment, air
conditioning and refrigeration contractors and owners of air
conditioned buildings and refrigeration and cold storage
facilities, and it also purchases used refrigerants for
reclamation and resale from any entity using large amounts of
refrigerant. Typically refrigerant is purchased from users
choosing to retrofit or replace their CFC bearing equipment for
equipment using a non CFC type.
RECYCLING AND RECOVERY EQUIPMENT
The Clean Air Act requires the recycling of certain
refrigerants used in automobile air conditioning systems and
recovery of refrigerants used in residential and commercial air
conditioning and refrigeration systems. The purpose of recycling
and recovery of refrigerants is to extend the useful life of such
refrigerants. Recycled products can be reused by its original
owner or sold to a certified reclaimer who, after purifying the
refrigerant to specified standards, can resell the refrigerant to
any third party. To address this newly created market, the
Company developed and, since March 1991, has marketed a line of
equipment designed to recycle and recover refrigerants.
The Company's line of refrigerant recycling equipment is
marketed under its "Envirotech" label and includes: System 1,
Alpha I, Gold Line Series and Omega (collectively, "Recycling
Systems"). These are integrated refrigerant recycling systems
which are designed to purify R-12 and R-134a, contained in
automobile air conditioning systems. Although R-134a does not
contain CFCs the Clean Air Act requires that it too must be
recycled. When being serviced all automotive air conditioning
systems must be purified to filter out air, moisture, oil and
other contaminants for its reuse. More importantly, the
alternative, which is to vent the refrigerant is illegal. In
addition, the Company markets The PRO and PRO PLUS portable
refrigerant recovery systems designed to extract various
refrigerants from residential and commercial air conditioning and
refrigeration systems. Since the Clean Air Act requires only
recovery (extraction), rather than recycling of refrigerants, The
PRO and PRO PLUS are intended for use by air conditioning and
refrigeration technicians who do not need the full recycling
capabilities of the Recycling Systems. The PRO and PRO PLUS also
have the capability to purify recovered refrigerant to an extent
sufficient to permit its reuse. To date, the Company believes
that sales of refrigerant recovery equipment has been less than
anticipated because of a lack of government enforcement of the
Clean Air Act provisions. The Company believes that future
recovery system sales will increase for the following reasons:
CFC refrigerants will be harder to replace following the
cessation of their production; use of recovery equipment is more
frequently being required by the inquiring public; the practice
of charging customers for the use of the machine is becoming more
accepted and profitable as even the cost of non CFC refrigerants
is increasing; and the trend of mechanics to use recovery
equipment to extract mixed refrigerant from automobiles to avoid
contamination of their larger recycled supplies.
The Company markets a number of accessories for its line of
equipment, including vacuum pumps, and replacement parts for its
equipment, such as hoses, filters and refrigerant storage
cylinders. To date, sales of such accessories and replacement
parts have not been material.
The Company typically provides a one-year unlimited warranty
on its equipment which it believes equals or exceeds the
warranties offered by most of its competitors for comparable
products. To date, warranty expense has been insignificant. The
Company's line of equipment does not require installation. Each
product is sold with a detailed instruction manual and the
Company provides a toll- free (800) telephone number service
during normal business hours to assist its customers and answer
questions relating to the operation of its equipment. Servicing
of the Company's recycling and recovery equipment, as required,
is performed at the Company's Keller, Texas facility or by an
authorized independent repair facility. The Keller facility,
which currently runs on one daytime shift, is the Company's main
site for component fabrication and product integration and
assembly, as well as warranty servicing. See "Facilities."
The Company continues to devote time and effort to expand
its line of equipment by developing new versions of its equipment
which are designed to anticipate product demand and satisfy
evolving industry standards. The expenses associated with such
efforts have been immaterial to date. There can be no assurance
that the Company will be able to successfully develop or
commercialize any new products or that such products will prove
to be reliable and durable in widespread commercial use. All the
Company's equipment has been endorsed and approved for use by the
relevant sanctioning authorities. See "Government Regulation."
MARKETING AND SALES
The Company markets R-12 to wholesale distributors of
automobile suppliers, principally in the Eastern United States,
who purchase R-12 from the Company for resale to automobile
repair shops, service stations and retail automotive supply
stores.
The Company also markets R-134a as a replacement refrigerant
for R-12 for newer automobile air conditioning systems. Because
automobile air conditioning systems capable of utilizing R-134a
have only been recently introduced, the Company believes that it
could take several years for a meaningful market for R-134a to
develop as a replacement for R-12. The Company is also marketing
R-134a as a duster for moisture sensitive equipment.
The Company markets System 1, Alpha I, Gold Line series and
Omega to wholesalers and distributors of automobile parts and
service equipment. The PRO and PRO PLUS models are marketed to
wholesalers of air conditioning and refrigeration equipment
("Heating, Ventilation, Air Conditioning/Refrigeration" or
"HVAC/R") distributors who supply contractors engaged in
servicing commercial and residential air conditioning and
refrigeration systems.
The Company believes that its wholesale distributors market
other products that compete with the Company's products.
The Company markets its automotive and HVAC/R equipment
through a network of independent manufacturers' representatives.
The manufacturers' representatives are paid on a commission basis
and are responsible for their geographical markets for
identifying customers and soliciting customer orders. Other
marketing efforts include advertising in trade journals and
attendance at trade shows.
The Company also directly markets its various reclaimed
refrigerants and reclaiming services to HVAC/R wholesalers,
mechanical contractors and large corporate, institutional and
governmental users of refrigerants.
No single customer accounted for more than 10% of the
Company's revenues during the years ended September 30, 1996 and
1995.
PRODUCTION AND SOURCES OF SUPPLY
The Company's refrigerants are packaged and/or distributed
at its Lakewood, New Jersey, Hurst (Fort Worth) and Houston,
Texas, Blue Island (Chicago), Illinois, Livermore, California and
Orlando, Florida facilities. Refrigerant is delivered to the
Company's Lakewood facility by tank truck and is held in storage
tanks until packaged. Refrigerant is delivered to the Company's
various reclaiming facilities in various size containers where it
is stored and consolidated and eventually transported to Hurst,
Texas where it is reclaimed, packaged and redistributed. All
packaged refrigerant is shipped to customers by common carrier.
The Company is not dependent on any one source of
refrigerant for its supply of refrigerants.
The Company purchases used refrigerant from major HVAC
mechanical contractors, salvage operations, large industrial and
institutional users of refrigerant as well as brokers. The
Company also purchases used refrigerant from a network of
wholesale HVAC supply stores serving as collection stations.
The availability and price of virgin R-12 are influenced by
several factors, principally among which are the limitations on
commercial production and use imposed by the Clean Air Act. To
the extent that suppliers of refrigerant have ceased production
of R- 12, they have correspondingly reduced or stopped
allocations to their customers. Consequently, the Company
anticipates that its access to R-12 will continue to be reduced
in the future. The price of R-12 has increased dramatically
since the 1990 amendments to the Clean Air Act and the Company
anticipates that the price of R-12 will continue to increase as
the supply of R-12 continues to decrease. The Omnibus Act
imposes an excise tax on CFC chemicals, including virgin R-12.
The purchase of virgin R-12 is subject to taxation as a result of
the Omnibus Act, including a tax on CFC chemicals held in the
Company's inventory. Under the Omnibus Act, the tax increased
from $1.67 per pound to $3.35 per pound as of January 1, 1993,
increased by an additional $1.00 per pound on January 1, 1994 and
January 1, 1995, increased by another $.45 per pound on January
1, 1996 and is scheduled to increase by another $0.45 per pound
on January 1, 1997. The Company believes, based upon the strong
demand for R-12 created by the Clean Air Act's limitations on
production, that the increased cost of R-12 has not adversely
affected sales of R-12 to date. There can be no assurance that
increases in the Company's cost of R-12 and the corresponding
increased price at which the Company must sell R-12 will not
adversely affect the Company's ability to market this product in
the foreseeable future. There can be no assurance, however, that
sufficient quantities of R-12 will be available to the Company on
commercially reasonable terms, or at all, or that sales of R-12
at increased price levels will offset anticipated declining
revenues as a result of reduced supply.
The Company produces its refrigerant recycling and recovery
equipment by integrating and assembling components which it
fabricates, certain components and sub-assemblies fabricated to
the Company's specifications, and off-the-shelf components
available from a variety of sources. In order to maintain
quality control, Company employees test its products at several
stages of production in order to ensure adherence to product
specifications. The Company undertakes component fabrication and
product integration and assembly in its Keller, Texas facility.
See "Item 2 - Description of Property."
The Company purchases all of its refrigerant containers and
its supply of raw materials used in the production of refrigerant
recycling and recovery equipment, principally copper tubing and
steel, and component parts and subassemblies incorporated into
these products, from third-party suppliers and manufacturers.
The Company believes that there are numerous available sources of
supply for the Company's refrigerant containers and raw
materials. While the Company attempts to maintain alternative
sources for the Company's refrigerant containers and raw
materials, the Company's business is subject to the risk of price
fluctuations and periodic delays in delivery of refrigerant
containers and raw materials. The Company has subcontracted
production of substantially all component parts and subassemblies
incorporated into its products to third-party manufacturers.
Accordingly, the Company is substantially dependent on the
ability of such manufacturers, among other things, to meet
performance and quality specifications and to conform to delivery
schedules. Failure by the Company's manufacturers to comply with
these and other requirements would have a material adverse effect
on the Company. Further, there can be no assurance that such
manufacturers will dedicate sufficient production capacity to
satisfy the Company's requirements for component parts within
scheduled delivery times. The Company generally purchases
refrigerant containers, raw materials and component parts from
sole suppliers and manufacturers. The Company does not maintain
supply agreements with its suppliers or manufacturers and
purchases containers, raw materials and component parts pursuant
to purchase orders in the ordinary course of business. Failure
or delay by suppliers and manufacturers in supplying necessary
containers, raw materials and component parts to the Company
could adversely affect the Company's profit margin and the
Company's ability to obtain and deliver products on a timely and
competitive basis which could have a material adverse effect on
the Company.
The Company typically seeks to fill customer orders for both
refrigerants and refrigerant recycling and recovery equipment
within ten days of receipt. Accordingly, at September 30, 1996,
the Company had no material backlog for either product line. In
order to fill orders within the foregoing time frame, the Company
seeks to maintain a significant inventory of refrigerants, raw
materials, components and subassemblies for production of
refrigerant recycling and recovery equipment and finished goods.
At September 30, 1996, the Company had a significant inventory of
completed refrigerant recovery equipment which had not been sold
in earlier periods. The Company had manufactured such inventory
in anticipation of sales which did not occur in earlier periods,
due in management's opinion, to lack of enforcement of Clean Air
Act provisions. During winter and spring 1997 the Company
intends to sell a significant portion of its recovery equipment
inventory to automotive recycling equipment users who are in need
of employing recovery only equipment to extract contaminated and
mixed refrigerant from automobile air conditioning systems. The
Company anticipates that a significant portion of such inventory
will be sold during fiscal 1997.
COMPETITION
The markets for the Company's products are highly
competitive.
The Company competes with numerous well-established
companies which market refrigerants, many of which possess
substantially greater financial, marketing, personnel and other
resources than the Company, which may position such companies to
more effectively compete for reduced allocations of supplies of
refrigerants and the marketing of refrigerants intended to
replace refrigerants containing ozone depleting CFCs.
The Company also competes with other manufacturers of
refrigerant recycling and recovery equipment. These products are
marketed by companies with, in some cases, significantly greater
financial, manufacturing, distribution and other resources than
the Company, including large advertising budgets, enabling them
to implement extensive advertising campaigns, both generally and
in response to efforts by additional competitors to enter into
new markets. The Company is aware of other companies which have
developed or are developing products or alternative technologies
which are competitive with the Company's products. Other
products or alternative technologies which are functionally
similar to those of the Company are currently available from
numerous competitors.
The Company believes that it competes on the basis of
product availability and customer service in the marketing and
sale of refrigerants and on the basis of price, reliability and
ease of operation with respect to its refrigerant recycling and
recovery equipment.
The Company believes that RRSI, its refrigerant recovery and
reclamation operation, is one of the largest companies in its
industry. However, the business in which the Company is engaged
is relatively new and competition will, in all probability,
increase from existing competitors as well as from new entrants.
The Company seeks to compete on the basis of offering full
services, including on-site, high volume and emergency services,
and employing the latest equipment at reasonable prices. Such
capabilities are not possessed by all of its competitors.
GOVERNMENT REGULATION
In recent years, increasing concern about damage to the
earth's ozone layer caused by ozone depleting substances has
resulted in significant legislation governing production and use
of products containing CFCs. In 1987, the United States became a
signatory to the Montreal Protocol, as amended in 1992, which
required its signatories to reduce and ultimately eliminate
production and consumption of certain ozone depleting substances,
including R-12. U.S. production of refrigerant products
containing CFCs ceased at the end of 1995. The Montreal Protocol
has been implemented in the United States through the Clean Air
Act and the regulations promulgated thereunder by the EPA. The
production and use of refrigerants containing CFCs, including
R-12, are subject to extensive and changing federal and state
laws and substantial regulation under these laws by government
agencies, including the EPA, and various state agencies and
county and local authorities acting in conjunction with federal
and state authorities.
The Clean Air Act also requires the recycling of R-12 and
its various non CFC replacements used in automobile air
conditioning systems and recovery of all refrigerants used in
residential and commercial air conditioning and refrigeration
systems. Equipment used to recycle R-12 and other refrigerants
is required to meet stringent performance standards imposed by
the EPA and administered by UL. The Company's System 1, Alpha I,
Gold Line series and Omega have received UL approval to recycle
R-12 and R-134a. UL approval, however, does not constitute an
endorsement of these products. The EPA has promulgated
performance standards for refrigerant recovery equipment, and the
Company has obtained UL approval for the PRO and PRO PLUS to
recover refrigerants. The Company believes that it has obtained
all licenses, permits and approvals required in connection with
the production and sale of its refrigerant recycling and recovery
equipment. Amendments to existing statutes and regulations,
adoption of new statutes and regulations which affect the
marketing and sale of refrigerants and recycling and recovery
equipment, including the marketing of replacement refrigerants
such as R-134a, could require the Company to continually adapt
its methods of operations and/or discontinue the sale of certain
products at costs that could be substantial. There can be no
assurance that the Company will be able, for financial reasons or
otherwise, to adapt its operations to comply with applicable laws
or regulations or obtain and maintain applicable licenses,
permits and approvals in the future. Failure to do so could have
a material adverse effect in the Company.
Notwithstanding the restrictions on the production and use
of refrigerants imposed by the Clean Air Act, the Company
believes that its business prospects are significantly enhanced
by the stringent enforcement of the comprehensive regulatory
framework by the EPA. The Company believes that government
mandates requiring the recycling and recovery of refrigerants
have created demand for the Company's equipment products.
However, the delay in enforcement of regulatory requirements
governing the recycling and recovery of refrigerants has
negatively affected the Company and all other participants in the
recycling and recovery equipment market as purchasing decisions
by contractors and technicians have been postponed as a result of
the lack of enforcement.
The Company's refrigerant operations require the handling,
storage and transportation of refrigerants, which are classified
as hazardous substances under applicable laws. See
"Environmental Matters."
BALLAST RECYCLING
BALLAST RECYCLING INDUSTRY BACKGROUND
FulCircle Recyclers, Inc. (d/b/a Full Circle) recycles and
disposes fluorescent lighting ballasts of the type commonly found
in office, industrial and institutional buildings. Prior to
1985, ballasts were manufactured using hazardous compounds, which
created a need for special handling and disposal procedures when
replacing ballasts or removing them at the end of their useful
lives.
Polychlorinated biphenyls (commonly known as PCBs) were
widely used before 1979 as insulators in electrical equipment
such as capacitors, switches and voltage regulators. Virtually
all fluorescent light ballasts manufactured before 1979 contain
PCBs. PCBs have been shown to cause cancer as well as
reproductive and developmental defects in laboratory animals.
PCBs do not readily decompose when released into the environment.
Instead, they accumulate in plants and animals, working their way
up the food chain. Between 1979 and 1985, certain ballasts were
manufactured with di (2-ethylhexy) phthalate (DEHP) in place of
PCBs. DEHP has since been identified as a probable human
carcinogen and is listed as a hazardous substance under the
Superfund laws; however, it is not a hazardous waste under the
Resource Conservation and Recovery Act(RCRA) when discarded
inside a ballast. Its use in ballast manufacturing has been
discontinued.
Demand for Full Circle's services is triggered when facility
owners replace fluorescent light fixtures with more energy-
efficient fixtures. In recent years, lighting manufacturers have
made dramatic improvements in the energy efficiency of
fluorescent lighting fixtures. Using electronic ballasts and new
types of fluorescent lamps, the new fixtures are able to achieve
comparable illumination with approximately 25 to 50% less
electrical energy than required by older fixtures. Thus, some
light fixture replacements have been motivated by utility
sponsored "Demand Side Management" (DSM) programs, where facility
owners are given economic incentives to install replacements.
SERVICES - DISPOSAL AND RECYCLING
Full Circle recycles and disposes of the hazardous wastes
contained in used ballasts. Full Circle has developed a unique
"demanufacturing" process that efficiently separates the ballast
into recyclable products and hazardous waste. Both PCBs and DEHP
are interchangeably demanufactured using the same plant and
processes.
As part of its service, Full Circle subcontracts with
transportation companies to pick up ballasts from customers. At
the point of receipt, ballasts have already been packaged in
sealed drums and are ready for demanufacturing. The ballasts are
transported by truck to the Full Circle facility in New York. At
the plant, drums of ballasts are weighed, stored and
demanufactured on its processing lines.
The disposal process separates the components, recycles all
materials that can be economically recovered and repackages
volume reduced hazardous elements for safe destruction. Over 75%
of the weight of a ballast is copper, steel and aluminum, which
is recovered and sold to scrap metals dealers. Only the PCB
contaminated materials are sent off-site to an incinerator of PCB
waste or to a chemical waste landfill, depending on the
customer's preference.
Full Circle has PCB disposal contracts with two major
companies which collectively control four PCB incinerators. The
Company also has a PCB disposal contract with two major PCB
landfill operators.
MARKETING AND SALES
In addition to Full Circle's New York operation, it has
regional sales offices located across the country. Many of the
sales persons have significant prior experience in selling
hazardous waste disposal services or selling lighting products.
Sales persons are responsible for sales, marketing and customer
service in their respective territories.
Full Circle has extensive educational and promotional
materials which are distributed through trade journals, targeted
mailing campaigns and conferences. Full Circle's sales personnel
market at over 30 conferences and trade shows each year. Full
Circle also advertises in many magazines targeted at the
lighting, DSM, electric utility, facility management, waste
disposal and environmental remediation industries.
COMPETITION
The market for Full Circle's services is highly competitive.
Full Circle competes with numerous well-established companies
which market ballast recycling services.
Full Circle believes that it competes on the basis of price,
reliability and reputation and that it is one of the largest
companies in its industry.
GOVERNMENT REGULATION
The Toxic Substances Control Act ("TSCA") does not regulate
the disposal of non-leaking, intact "small capacitors" (such as
those contained in lighting ballasts) in municipal solid waste
landfills. However, under the Superfund laws (Comprehensive
Environmental Response, Compensation and Liability Act or
"CERCLA", and the Superfund Amendments and Reauthorization Act or
"SARA"), PCBs are specifically listed as a "hazardous substance".
This means that if there is a release or threat of release of
over one pound of PCBs (equivalent to the amount of PCBs in
approximately 16 ballasts), the party disposing the ballasts is
required to notify the National Response Center and is
responsible for corrective action for cleanup costs and damages
to the environment. A conservative interpretation of CERCLA is
that the disposal of more than 16 ballasts in a municipal solid
waste landfill constitutes a CERCLA PCB release, which is
unlawful, and triggers an immediate Superfund cleanup requirement
with potential contamination liabilities.
CERCLA also requires that the Department of Transportation
list and regulate the transportation of all hazardous materials,
including PCBs.
While it is legal to dispose of ballasts under the
appropriate circumstances in a sanitary landfill, the EPA
encourages disposers of large quantities of PCB ballasts to treat
them as if they were a regulated waste. The preamble to the May
31, 1979 PCB Final Rule in the Code of Federal Regulations (40
CFR Part 761) makes it clear that the intent of the Small
Capacitor TSCA disposal rule is to allow the "random disposal" in
landfills only by "household and other infrequent disposers." In
the case of large quantities of small PCB capacitors by
commercial and industrial activities, which "pose a somewhat
larger environmental risk," the EPA strongly encourages the
voluntary disposal of small PCB capacitors in chemical waste
landfills or high-temperature incinerators.
In December 1994, the EPA disclosed plans to regulate PCB
ballast disposal; management expects that the release and
implementation of such regulations will further expand the
services provided by the Company. There are two categories of
new regulations which may affect PCB ballast disposal: (i)
elimination of the "Small Capacitor Exemption", and (ii)
regulation of the entire ballast as a PCB waste because the
asphalt potting material used in ballasts usually contains in
excess of 50 ppm of PCBs. Currently TSCA does not regulate small
capacitors. The final regulations are still under review and
could take several more years to complete.
Another area of growing regulatory attention is the disposal
of fluorescent lamps. Fluorescent light bulbs have historically
been manufactured with mercury and therefore require special
handling. The EPA and lamp manufacturers have conducted detailed
studies, which have concluded that these lamps constitute a
hazardous waste because they fail the Toxicity Characteristic
Leaching Procedure (TCLP).
The EPA has proposed special regulations that address lamp
disposal and these are currently receiving comments from the
public. This proposal is highlighting the need for proper
disposal of all lighting waste, including ballasts.
THE COMPANY
The balance of Item 1 relates to the whole Company including its
refrigerant and ballast recycling businesses.
RESEARCH AND DEVELOPMENT
While the Company places significant emphasis on ongoing
refinement and enhancement of its equipment and believes that
such efforts are important to take advantage of market trends and
to maintain its competitive position, the costs to do so to date
have not been material.
During the fiscal year ended September 30, 1995 the
Company entered into a 50% joint venture with two unaffiliated
individuals. The venture's name is Total Transformation, Ltd.
("TTL"). TTL is researching the applicability of using high
temperatures with chemical catalysts to transform mixed or
contaminated refrigerants (defined as a hazardous substance) into
a useful by-product. Through September 30, 1996 the Company had
invested approximately $152,000. TTL will require additional
funding to complete its development phase. The Company has no
commitment to continue funding the project beyond its current
levels. There are no assurances that even if the additional
funds are sufficient to allow completion of development that the
technology will be commercially viable.
During the fiscal year ended September 30, 1996, the Company
entered into a second 50% joint venture with an unaffiliated
company. The ventures's name is Liberty Technology
International, Inc. ("LTI"). LTI plans to utilize existing
technology developed in Eastern Europe to construct a
refrigeration separation plant. The purpose of the plant is to
provide an alternative to total destruction of mixed
refrigerants. Through September 30, 1996 the Company has
invested approximately $339,000. LTI will require additional
funding. The Company anticipates an additional investment in LTI
of at least $75,000.
PROPRIETARY PROTECTION
The Company principally relies on a combination of trade
secret laws and employee and third-party non-disclosure
agreements to protect its products and technology. However, such
methods may not afford complete protection and there can be no
assurance that others will not independently develop such
technologies or, despite the precautions taken by the Company,
obtain access to the Company's know-how, concepts, ideas and
documentation. Since the Company believes that proprietary
information is important to its business, failure to protect its
trade secrets could have a material adverse effect on the
Company.
TRADEMARKS
The Company has no registered trademarks.
INSURANCE
The Company may be exposed to potentially significant
product liability claims by its customers and users of its
products. The Company maintains product liability coverage at
$1,000,000 per occurrence and $2,000,000 aggregate, which it
believes is adequate coverage for the types of recycling and
recovery equipment presently marketed. There can be no
assurance, however, that such insurance will be sufficient to
cover potential claims or that the present level of coverage will
be available in the future at reasonable cost. The Company is
self-insured for product liability in connection with the
marketing and sale of its refrigerants. No material losses have
occurred. A partially insured or a completely uninsured
successful claim against the Company could have a material
adverse effect on the Company. The Company generally warrants
its products to be free from defects in materials and workmanship
and for a specified period, generally limited to one year from
the date of shipment. There can be no assurance that future
warranty expenses will not have an adverse effect on the
Company's results of operations.
ENVIRONMENTAL MATTERS
The Company's refrigerant operations require the handling,
storage and transportation of refrigerants, which are classified
as hazardous substances under applicable laws. The Company does
not maintain environmental impairment insurance. There can be no
assurance that the Company will not incur environmental liability
arising out of the use of hazardous substances. The use of
hazardous substances is subject to extensive federal, state and
local law and substantial regulation under these laws by
governmental agencies, including the United States Environmental
Protection Agency, the Occupational Safety and Health
Administration, various state agencies and county and local
authorities acting in conjunction with federal and state
authorities. Among other things, these regulatory bodies impose
requirements to control air, soil and water pollution, to protect
against occupational exposure to such chemicals, including health
and safety risks, and to require notification or reporting of the
storage, use and release of certain hazardous chemicals and
substances. The Company believes that it is in substantial
compliance with all material federal, state and local laws and
regulations governing its operations and has obtained all
material licenses and permits required for the operation of its
business. Amendments to statutes and regulations and/or the
Company's expanded level of operations in the future could
require the Company to continually modify or alter methods of
operations at costs which could be substantial and could subject
the Company to increased regulation. There can be no assurance
that the Company will be able, for financial or other reasons, to
comply with applicable laws and regulations. Failure by the
Company to comply with applicable laws and regulations could
subject the Company to civil remedies, including fines and
injunctions, as well as potential criminal sanctions, which could
have a material adverse effect on the Company.
EMPLOYEES
At September 30, 1996, the Company employed approximately
150 persons, including its executive officers. Approximately 52
of such persons are employed in the production and marketing of
refrigerant recycling and recovery equipment, including 13 in
administration, four in sales, and 35 in production. The
Company, from time to time, adds temporary production help as
needed. Approximately 57 persons are employed in the production
and marketing of refrigerant reclaiming services, including eight
in administration, 17 in sales and marketing and 32 in
production. Approximately 15 employees are employed in the
refrigerant packaging and distribution operations conducted by
EMC, including two in administration, one in sales and 12 in
operations. Approximately 56 persons are employed in the ballast
recycling operations, including four in management and
administration, 14 in sales, marketing and customer support and
38 in production. None of the Company's employees is subject to
a collective bargaining agreement and the Company believes its
employee relations are good.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company occupies ten locations in the United States, all
of which, with one exception, are leased from third parties. The
following summarizes the location, square footage of the building
or leased space, and use of each facility The Company believes
that these facilities are adequate for its existing and near-term
future needs and that its facilities are adequate for its current
and proximate future needs.
<TABLE>
<CAPTION>
Location Square Footage Use
- -------- -------------- ---
<S> <C> <C>
Lakewood, NJ 21,000 Refrigerant packaging and
distribution; executive
and administrative
offices.
Bronx, NY 13,500 Ballast recycling;
executive and
administrative offices.
Keller, TX 55,000 Recycling and recovery
equipment production and
servicing.
Hurst, TX 26,000 Refrigerant reclaiming
Houston, TX 14,170 Refrigerant reclaiming
Blue Island, IL 4,700 Refrigerant reclaiming
Gonzales, LA 18,880 Refrigerant reclaiming
Livermore, CA 8,700 Refrigerant reclaiming
Garden Grove, CA 1,500 Refrigerant reclaiming
Orlando, FL 5,760 Refrigerant reclaiming
</TABLE>
The facility in Gonzales, LA will be consolidated with the
Hurst, TX facility when the Gonzales lease expires in March 1997.
The Company leases the 21,000 square foot building in
Lakewood, NJ from George Cannan, Sr., the Company's founder,
Chairman and principal stockholder. The pays a gross rental of
$10,000 per month pursuant to an oral, month-to-month lease. The
Company believes that the terms of this lease are at least as
favorable as it could obtain from an unaffiliated third party.
See Item 13 - Certain Relationships and Related Party
Transactions.
ITEM 3. LEGAL PROCEEDINGS.
There are no legal proceedings pending against the Company
or to which it is a party which, if adversely determined, would
result in a material adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock is quoted on the NASDAQ National
Market System under the symbol "EVTC". The following table sets
forth, for the period since October 1, 1994, the high and low
prices for the Common Stock as reported by NASDAQ. The NASDAQ
quotations represent quotations between dealers without
adjustments for retail markups, markdowns or commissions and may
not necessarily represent actual transactions.
<TABLE>
<CAPTION>
Common Stock
------------
High Low
---- ---
<S> <C> <C>
YEAR ENDED SEPTEMBER 30, 1995
First Quarter.................... $8-5/8 $7-5/8
Second Quarter................... 9-7/8 7-1/2
Third Quarter.................... 13-1/2 9-1/2
Fourth Quarter................... 14-7/8 9-3/4
YEAR ENDED SEPTEMBER 30, 1996
First Quarter.................... $12-3/8 $8-1/2
Second Quarter................... 10 7-1/2
Third Quarter.................... 10-7/8 6-5/8
Fourth Quarter................... 11-1/8 7-3/8
</TABLE>
As of September 30, 1996, there were 38 record holders of
the Company's Common Stock. The Company believes that there are
in excess of 1,000 beneficial owners of the Company's Common
Stock.
The Company has not paid any cash dividends on its
CommonStock and does not currently intend to declare or pay
cashdividends in the foreseeable future. The Company intends to
retainany earnings that may be generated to provide funds for
the operation and expansion of its business.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data is set forth below as of and for
each of the five fiscal years ended September 30, 1996. This
data should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations"
and the audited financial statements and related notes thereto
included elsewhere in this Report.
<TABLE>
<CAPTION>
Years Ended September 30,
----------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
(In thousands, except per share data)
STATEMENT OF INCOME DATA:
<S> <C> <C> <C> <C> <C>
Net Sales $34,543 $34,678 $24,727 $21,895 $19,306
Cost of Sales 24,330 24,914 17,400 15,088 14,486
Selling, General
and Administrative
Expenses 6,843 6,199 4,645 4,818 2,374
Operating Income 3,370 3,565 2,682 1,988 2,446
Interest Expense 414 297 208 157 39
Income before Income
Tax Expense 3,006 3,321 2,536 1,765 2,426
Income Tax Expense 1,278 1,338 1,033 709 976
Net Income $ 1,728 $ 1,983 $ 1,504 $ 1,056 $ 1,706
Net Income Per Common
and Common Equivalent
Shares ("Primary") $ 0.34 $ 0.43 $ 0.37 $ 0.27 $0.43<FN1>
Weighted Average
Number of Common
Shares Outstanding 5,151 4,863 4,014 3,971 3,971
<FN>
<FN1> Includes an extraordinary item resulting from the tax effect of
utilization of net operating loss carryovers of $255,900 or $.12
per share.
</FN>
</TABLE>
<TABLE>
<CAPTION>
September 30,
----------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
BALANCE SHEET DATA:
(In thousands)
<S> <C> <C> <C> <C> <C>
Working Capital $15,538 $15,489 $ 4,484 $ 6,146 $1,430
Total Assets 31,907 22,164 13,427 11,318 8,621
Total Debt 9,498 1,267 1,920 2,329 1,507
Total Shareholders'
Equity $19,064 $17,600 $ 8,187 $ 6,594 $1,685
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
General
The Company is engaged in the marketing and sale of
refrigerants, refrigerant reclaiming services, the manufacture
and distribution of refrigerant recycling and recovery equipment
and the recycling of hazardous waste materials from fluorescent
light ballasts. The Company's line of refrigerants include
dichlorofluoromethane ("R-12") and tetrafluoroethane ("R-134a"),
marketed under the Company's "Arctic Air" label to distributors
of automotive supplies for use by mechanics and technicians in
servicing automotive air conditioning systems. The Company
markets R-134a in spray cans under its customers' private labels
for use in dusting moisture-sensitive equipment, including
personal computer screens, cabinets, peripherals and photographic
equipment. Through its wholly-owned subsidiary, Refrigerant
Reclaim Services, Inc., ("RRSI")(d/b/a Full Circle, Inc.), the
Company markets refrigerant reclaiming services as well as R-12,
R-134a and a variety of other refrigerants primarily to large
users of air conditioning and refrigeration chemicals. Through
its wholly-owned subsidiary Envirogroup Services, Inc. (d/b/a Envirotech
Systems) the Company has developed and commercialized a line of equipment
designed to recycle and recover refrigerants contained in air conditioning and
refrigeration systems. Through its wholly-owned subsidiary FulCircle Recyclers,
Inc. (d/b/a Full Circle) the Company is in the business of extracting hazardous
waste materials from fluorescent light ballasts and arranging environmentally
accepted means of treatment and disposal. The Company contracts for these
disposals with regulated PCB Disposal outlets. The Company provides services
to public utilities, governmental agencies and commercial industrial
organizations throughout the United States. Full Circle is subject to the
rules and standards of several governmental agencies and commercial
industrial organizations throughout the United States.
The Company's fiscal year-end is September 30.
The following discussion of results of operations for the
fiscal years ended September 30, 1996 and 1995 should be read in
conjunction with the consolidated financial statements, including
the notes thereto, included elsewhere in this Report. All of the
Company's historical financial statements presented herein
include the effects of acquiring FulCircle Recyclers, Inc. on
December 31, 1995 accounted for as a pooling of interests and the
purchase of the assets of Global Refrigerant Management, Inc.
("Global) in February 1995. As a result of the February 1995
purchase of Global, the Company's consolidated operating results
for 1995 include seven months with the assets of Global. See
Notes to Consolidated Financial Statements for details of the
acquisitions.
YEAR ENDED SEPTEMBER 30, 1996 AS COMPARED TO YEAR ENDED SEPTEMBER 30, 1995
Net sales for the year ended September 30, 1996 was
$34,542,675, as compared to net sales of $34,677,971 for the year
ended September 30, 1995, a decrease of $135,296, or
approximately 0.4%. The decrease in net sales was primarily
attributable to a 3.8% decrease in ballast recycling sales which
was partially offset by an 9.1% increase on a smaller sales
dollar base in recycling and recovery equipment sales.
Refrigerant related revenues were virtually unchanged.
Equipment revenues were increased primarily as a result of the
sale of equipment assets purchased from Wynn's International,
Inc. ("Wynn's"). Management believes that equipment revenues
remain lower than expected due in large part to the continued
lack of governmental enforcement of laws prohibiting the venting
of CFC refrigerants into the atmosphere. The lack of enforcement
has resulted in postponed purchasing decisions by the contractors
and technicians required by law to own equipment of the type
manufactured and sold by the Company.
As a result of the prohibition of the manufacture of new CFC
refrigerants, which includes R-12, the Company will no longer
have ready access to newly manufactured R-12. As a result, the
Company's ability to maintain its current level of R-12 sales for
the foreseeable future will be dependent, to a large extent, upon
the availability of adequate sources of stockpiled and
alternative supplies. While Management believes that in 1997 it
has access to significant sources and amounts of R-12 and plans
to continue to seek to increase its sources of alternative
supply, beyond 1997 the Company's access to R-12 is much less
certain. The Company discontinued the sale of R-22 used in
dusting applications on January 1, 1994 while replacing it with
R- 134a. As a result, the Company has become increasingly
dependent on sales of R-134a, as a replacement for both R-12 and
R-22, and believes that R-134a will become an increasing portion
of the Company's revenues in the future.
Management believes that substantially all of its existing
commercial refrigerant recovery equipment inventory will be sold
in fiscal 1997 at profit margins consistent with prior years.
This is based on several market related conditions. The sale of
the Company's commercial refrigerant recovery equipment has
increased based upon demand trends within the Company's traditional
markets which has resulted in the Company increasing its sales and
marketing efforts for fiscal 1997. In addition, a new market for
refrigerant recovery equipment is emerging within the automotive
sector that Management believes will result in higher sales of
commercial refrigerant recovery equipment. This new market is the
result of the actual and anticipated increase in the frequency of
mixed or contaminated refrigerants which occurs when "substitute"
R-12 refrigerants are mixed with R-12. The mixing of refrigerants
not only renders the refrigerant worthless, but the mixed must be
disposed of at a cost. To avoid further contamination of larger
supplies of recycled refrigerant, automotive service facilities
will have to acquire recovery equipment such as the commercial
recovery and other units made and sold by the Company. Because
the Company also provides refrigerant reclaiming, destruction,
separation and other services, it is in the unique position to
offer this recovery equipment as well as other services in a
bundled offering.
Cost of sales for the year ended September 30, 1996 was
$24,330,064, as compared to $24,914,443 for the year ended
September 30, 1995, a decrease of $584,379. Of this decrease,
approximately $1.3 million was attributable to a decrease in
refrigerant related costs which was partially offset by an
increase in equipment related costs which were related to the
inefficiencies incurred following the relocation of the
manufacturing plant from Michigan to Texas.
Selling, general and administrative expenses increased to
$6,842,859 for the year ended September 30, 1996 from $6,198,552
for the prior year, an increase of $644,307. The majority of
this increase is attributable to expenses associated with
increased sales and administrative expenses at RRSI, as
operations and staffing were significantly increased during the
year. In addition, expenses related to the purchase of FulCircle
Recyclers, Inc. were recognized in the period as expenses. The
excise tax, paid by the Company for virgin CFC floor stocks as of
December 31, 1995 was $.45 per pound for the year. The Company
believes that expenses associated with the Federal Excise Tax
will continue. Such tax for fiscal year 1997 will also be $.45
per pound. In addition, the Company is continually seeking to
enhance its current products and develop new versions of its
products. However, the Company believes that expenses to enhance
or develop new products for its recycling and recovery equipment
will not materially change the relationship between the Company's
revenues and expenses.
During the year ended September 30, 1996 the Company's
effective tax rate increased from approximately 40.3% to 42.5%.
This increase reflects the relative shift of income to states
with higher tax rates.
The Company generated net income during the year ended
September 30, 1996 of $1,728,207, as compared to net income of
$1,982,654 during the year ended September 30, 1995, a 12.8%
decrease.
YEAR ENDED SEPTEMBER 30, 1995 AS COMPARED TO YEAR ENDED
SEPTEMBER 30, 1994
Net sales for the year ended September 30, 1995 were
$34,677,971, as compared to net sales of $24,727,126 for the year
ended September 30, 1994, an increase of $9,950,845, or
approximately 40.2%. The increase in net sales was primarily
attributable to a $5.5 million increase in reclaiming revenues, a
$1.9 million increase in virgin packaged refrigerant sales, a
$1.4 million increase in sales of recycling and recovery
equipment and a $1.1 million increase in ballast recycling
revenues. Reclaiming revenues were higher as a result of RRSI's
expansion of operations from two to four locations during the
period and the inclusion of seven months of operations with the
assets acquired in the Global acquisition. Packaged refrigerant
sales were higher primarily as a result of general price
increases. Equipment revenues were increased primarily as a
result of the inclusion of the purchase of the assets from Wynn's
International, Inc. ("Wynn's") and ballast recycling revenues
were increased primarily as a result of the continued successful
expansion of the sales force into national markets. It is
Management's opinion that equipment revenues remain lower than
expected due in large part to the continued lack of governmental
enforcement of laws prohibiting the venting of CFC refrigerants
into the atmosphere. The lack of enforcement has resulted in
postponed purchasing decisions by the contractors and technicians
required by law to own equipment of the type manufactured and
sold by the Company and a partially offsetting decrease in sales
of recycling and recovery equipment. Reclaiming revenues were
higher as a result of RRSI having greater access to working
capital which allowed it to process significantly more
refrigerant over the prior period's activities. Packaged
refrigerant sales were higher primarily as a result of general
price increases. It is Management's opinion that the reduction
in equipment revenues was largely attributable to the lack of
governmental enforcement of laws prohibiting the venting of CFC
refrigerants into the atmosphere. The lack of enforcement
resulted in postponed purchasing decisions by the contractors and
technicians required by law to own equipment of the type
manufactured and sold by the Company.
Cost of sales for the year ended September 30, 1995 was
$24,914,443, as compared to $17,400,125 for the year ended
September 30, 1994, an increase of $7,514,318. Of this increase,
approximately $4.4 million and $700,000 was attributable to the
increase in reclaiming and recycling activity at RRSI and Full
Circle, respectively and $1.4 million was associated with
increased cost of raw material prices of virgin refrigerants.
Higher sales of recycling and recovery equipment and their
attendant costs resulted in the balance of the increase in costs.
Selling, general and administrative expenses increased to
$6,198,552 for the year ended September 30, 1995 from $4,645,235
for the prior year, an increase of $1,553,317. This increase is
primarily attributable to the increase in operations of RRSI from
two locations to four during the year and an increase in sales
and marketing expenses at Full Circle. The excise tax, paid by
the Company for virgin CFC floor stocks carried over from
calendar 1994 to 1995 was $1.00 per pound in each year. The
Company believes that expenses associated with the Federal Excise
Tax will continue. Such tax for fiscal year 1996 was $.45 per
pound. In addition, the Company is continually seeking to
enhance its current products and develop new versions of its
products. However, the Company believes that costs to enhance or
develop new products for its recycling and recovery equipment
will not materially change the relationship between the Company's
revenues and costs.
The Company generated net income during the year ended
September 30, 1995 of $1,982,654, as compared to net income of
$1,503,552 during the year ended September 30, 1994, a 31.9%
increase.
LIQUIDITY AND CAPITAL RESOURCES
The Company had working capital of $15,537,803 at September
30, 1996, as compared to a working capital position of
$15,489,132 at September 30, 1995, an increase of $48,671. For
the period the components of working capital changed
significantly as inventories increased ($12,658,532), cash
decreased ($3,084,640) and notes payable increased ($8,997,519).
The increase in inventory reflects the Company's efforts to
acquire various CFC refrigerants which are no longer
manufactured.
At September 30, 1995, the Company anticipated that its
refrigerant recycling and recovery equipment sales in fiscal 1996
would be sufficient to substantially deplete approximately $3.0
million of slow moving commercial refrigerant recovery equipment
inventory. Management believes that the equipment was slow
moving due to the lack of enforcement of the Clean Air Acts
provision which resulted in a lack of demand for the equipment
sold by the Company. These anticipated sales were expected to be
driven primarily by new Clean Air Act provisions, effective
November 15, 1995, which require the use of new refrigerant
recycling equipment during service on vehicles using R-134a and
other EPA approved substitute refrigerants. In anticipation of
these sales, the Company planned to convert a significant portion
of its commercial refrigerant recovery equipment to inventory for
sale to the automotive refrigerant recycling market. Based on
historic net sales prices of the converted equipment, management
estimated that the conversion costs would be fully recoverable
and would not have a material effect on future operating results.
During fiscal 1996, the Company experienced production
difficulties after moving its equipment manufacturing operations
from Michigan to Texas partially resulting from a lack of
experienced personnel. Additionally, extremely mild summer weather
conditions resulted in a reduced level of first year demand
(subsequent to the effective date of the new aforementioned
provisions) for this recycling equipment and the anticipated
increase in the sale of the eqiupment was not realized.
Consequently the equipment conversion did not take place.
Management believes that substantially all of its existing
commercial refrigerant recovery equipment inventory will be sold
in fiscal 1997 at profit margins consistent with prior years.
This is based on several market related conditions. The sale of
the Company's commercial refrigerant recovery equipment has
increased based upon demand trends within the Company's
traditional markets which has resulted in the Company increasing
its sales and marketing efforts for fiscal 1997. In addition, a
new market for refrigerant recovery equipment is emerging within
the automotive sector that Management believes will result in
higher sales of commercial refrigerant recovery equipment. This
new market is the result of the actual and anticipated increase
in the frequency of mixed or contaminated refrigerants which
occurs when "substitute" R-12 refrigerants are mixed with R-12.
The mixing of refrigerants not only renders the refrigerant
worthless, but the mixed must be disposed of at a cost. To avoid
further contamination of larger supplies of recycled refrigerant,
automotive service facilities will have to acquire recovery
equipment such as the commercial recovery and other units made
and sold by the Company. Because the Company also provides
refrigerant reclaiming, destruction, separation and other
services, it is in the unique position to offer this recovery
equipment as well as other services in a bundled offering.
The Company has financed its working capital requirements
through operating cash flow and a $13.5 million working capital
revolving line of credit obtained from a bank (the "Credit
Facility").
The Credit Facility provides for advances bearing interest
per annum based upon a percentage of the Bank's prime rate or at
1.75% over LIBOR and is secured by a pledge of substantially all
the Company's assets. The Credit Facility expires on March 31,
1997. The Company expects to renew the Credit Facility with the
Bank during January 1997.
Net cash (used in) provided by operating activities for the
years ended September 30, 1996 and 1995 was ($9,907,485) and
$782,043, respectively. The net cash (used in) operating
activities in the 1996 period is primarily attributable to the
Company's increased level of refrigerant inventory offset
partially by the Company's earnings and non cash expenses. Net
cash (used in) investing activities in 1996 of $(1,177,446) primarily
reflects and the expansion of operations at RRSI. The net cash
provided by financing activities in 1996 of $8,000,291 primarily reflects
the proceeds from the utilization of the Company's Credit Facility
during the period.
The Company had cash and cash equivalents of $942,709 and
$4,027,349 at September 30, 1996 and September 30, 1995,
respectively.
The Company anticipates, based on currently proposed plans
and assumptions relating to its operations, that cash flow from
operations and its Credit Facility are sufficient to satisfy its
contemplated cash requirements for at least 12 months. These
assumptions give full effect to the Company's current and desired
levels of refrigerant inventory, including R-12 and R134a;
recycling and recovery equipment; joint venture arrangements and
planned capital expenditures. The Company has 1997 purchase
commitments of approximately $260,000 with vendors. In the event
that the Company's plans change, its assumptions change or prove
to be inaccurate to fund operations (due to unanticipated
expenses, technical problems or difficulties otherwise), the
Company could be required to seek additional financing sooner
than anticipated.
As of the date of this Report, other than as set forth in
this Report, the Company has no material commitments for capital
expenditures, research and development, or additional employees.
SEASONALITY
Refrigerant sales are highly seasonal, with Company
shipments of such products heavily concentrated in the months of
March through July, reflecting seasonal use and sales in advance
of the seasonal use of automobile air conditioning systems in
most regions of the United States. The Company expects that
sales of R-134a for use in servicing automobile air conditioning
systems will also be seasonal in nature. Accordingly, the first
and fourth fiscal quarters of the Company's operations have been
characterized by inventory build-up and seasonal operating losses
resulting in periodic operating cash flow short falls, which in
the past necessitated loans from the Company's banks. The
Company believes that its seasonal cash needs are adequately
handled by the Company's Credit Facility. In addition, based on
experience to date, the Company anticipates that a substantial
portion of its customers for refrigerant recycling and recovery
equipment will place their orders for equipment during the second
and third fiscal quarters.
RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has not adopted the Statement of Financial
Accounting Standards No. 121 (SFAS 121) "Accounting for the
Impairment of Long- Lived Assets and for Long-Lived Assets to be
Disposed of." SFAS 121 was issued in March 1995 and is effective
for fiscal years beginning after December 15, 1995. The Company
has not yet adopted Statement of Financial Accounting Standards
No. 123 (SFAS 123) "Accounting for Stock-Based Compensation."
SFAS 123 was issued October 1995 and is effective for financial
statements for fiscal years beginning after December 15, 1995.
When adopted, in fiscal 1997, certain disclosures will be required
for fiscal 1996. The Company believes that the adoption of SFAS
121 and SFAS 123 will not have a material effect on the Company's
consolidated financial position or results of operations.
This Annual Report on Form 10-K may contain forward-looking
information about the Company. The following factors, and others,
may cause the Company's actual results to differ from those set
forth in any forward- looking statements made by the Company.
Some of the most significant factors include an unanticipated
downturn in the demand for the Company's refrigerant products,
the lack of demand for the Company's refrigerant recycling and
recovery equipment, and any unforeseen inefficiencies at the
Company's new manufacturing facility in Texas. Accordingly,
there can be no assurances that any future results will be
achieved.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Independent Auditors' Reports 27 & 28
Consolidated Balance Sheets as of
September 30, 1996 and 1995 29
Consolidated Statements of Income
for each of the years ended September 30,
1996, 1995 and 1994 30
Consolidated Statements of Stockholders' Equity
for each of the years ended September 30, 1996,
1995 and 1994 31
Consolidated Statements of Cash Flows
for each of the years ended September 30, 1996,
1995 and 1994 32
Notes to Consolidated Financial Statements 33
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Environmental Technologies Corp.
We have audited the accompanying consolidated balance sheets of Environmental
Technologies Corp. and subsidiaries as of September 30, 1996 and 1995, and
related consolidated statements of income, stockholders' equity, and cash
flows for the years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits. The accompanying consolidated financial statements of Environmental
Technologies Corp. and subsidiaries for the year ended September 30, 1994
were audited by other auditors whose report thereon dated December 7, 1994
expressed an unqualified opinion on those consolidated financial statements.
We did not audit the financial statements of FulCircle Recyclers, Inc. as of
and for the year ended September 30, 1995, acquired pursuant to a business
combination as of December 31, 1995 and accounted for as a pooling of interests,
which financial statements reflect total assets and net sales constituting 7%
and 17%, respectively, of the related consolidated totals in 1995. Those
financial statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts included
for FulCircle Recyclers, Inc. as of and for the year ended September 30,
1995, is based solely on the report of the other auditors.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other
auditors, the 1996 and 1995 consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Environmental Technologies Corp. and
subsidiaries as of September 30, 1996 and 1995, and the results
of their operations and their cash flows for the years then ended
in conformity with generally accepted accounting principles.
KPMG Peat Marwick llp
Short Hills, New Jersey
December 30, 1996
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Directors and Stockholders
Environmental Technologies Corp.
We have audited the accompanying consolidated statements of income,
stockholders' equity, and cash flows of Environmental Technologies
Corp. and subsidiaries, for the year ended September 30, 1994.
These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on the consolidated financial statements based on our audit. We did not
audit the financial statements of FulCircle Recyclers, Inc., acquired
pursuant to a business combination as of December 7, 1995, accounted
for as a pooling-of-interests, which statements reflect net sales
constituting 20% and net income constituting 20%, for the year ended
December 31, 1994 of the related consolidated totals. Those statements
were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for
FulCircle, Inc., is based solely on the report of the other auditors.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors,
the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated results of operations and
subsidiaries and cash flows of Environmental Technologies Corp. and
subsidiaries for the year ended September 30, 1994 in conformity with
generally accepted accounting principles.
PLANTE & MORAN, LLP
December 7, 1997
Benton Harbor, Michigan
<PAGE>
<TABLE>
<CAPTION>
ENVIRONMENTAL TECHNOLOGIES CORP.
AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 1996 and 1995
ASSETS 1996 1995
---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 942,709 4,027,349
Accounts receivable, less allowance
for doubtful accounts of $191,085
in 1996 and $106,400 in 1995 4,498,318 4,939,418
Inventories 22,605,245 9,946,713
Prepaid expenses and other current
assets 334,336 773,086
---------- --------
Total current assets 28,380,608 19,686,566
Property and equipment, net 2,153,150 1,629,553
Goodwill, net 659,236 714,905
Other assets 713,733 133,357
---------- ----------
$31,906,727 22,164,381
----------- ----------
----------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable 9,497,519 500,000
Current portion of long-term debt - 399,996
Accounts payable 2,128,602 2,516,416
Accrued liabilities 1,216,684 781,022
----------- ---------
- -
Total current liabilities 12,842,805 4,197,434
Long-term debt, excluding
current portion - 366,673
Stockholders' equity:
Preferred stock, $.01 par value.
Authorized 1,000,000 shares; none
issued or outstanding - -
Common stock, $.01 par value.
Authorized 10,000,000 shares;
issued 5,153,411 shares in 1996
and 5,150,411 shares in 1995 51,504 51,504
Additional paid-in capital 12,749,083 12,823,634
Retained earnings 6,263,335 4,725,136
----------- ----------
Total stockholders' equity 19,063,922 17,600,274
Commitments and contingencies
----------- ----------
$31,906,727 22,164,381
----------- ----------
----------- ----------
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENVIRONMENTAL TECHNOLOGIES CORP.
AND SUBSIDIARIES
Consolidated Statements of Income
Years ended September 30, 1996, 1995 and 1994
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Net sales $ 34,542,675 34,677,971 24,727,126
Cost of sales 24,330,064 24,914,443 17,400,125
----------- ---------- ----------
Gross profit 10,212,611 9,763,528 7,327,001
Selling, general and
administrative expenses 6,842,859 6,198,552 4,645,235
----------- ---------- ----------
Operating income 3,369,752 3,564,976 2,681,766
Interest expense 413,554 296,534 207,884
Other income, net (50,009) (52,212) (62,459)
----------- ---------- ----------
Income before income
tax expense 3,006,207 3,320,654 2,536,341
Income tax expense 1,278,000 1,338,000 1,032,789
----------- ---------- ----------
Net income $ 1,728,207 1,982,654 1,503,552
----------- ---------- ----------
----------- ---------- ----------
Net income per common
and common equivalent
shares:
Primary $ .34 .43 .37
----------- ---------- ----------
----------- ---------- ----------
Fully diluted $ .34 .42 .37
----------- ---------- ----------
----------- ---------- ----------
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENVIRONMENTAL TECHNOLOGIES CORP.
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended September 30, 1996, 1995 and 1994
Additional
Common stock Paid-in Retained
Shares Amount Capital Earnings Total
------ ------ --------- -------- -----
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1993 4,013,942 $40,139 4,405,262 2,149,082 6,594,483
Distributions to shareholders - - - (230,598) (230,598)
Contribution of notes payable
to shareholders - - 120,650 - 120,650
Pro forma tax adjustment - - 199,222 - 199,222
Net income - - - 1,503,552 1,503,552
--------- ------ --------- --------- ---------
Balance at September 30, 1994 4,013,942 40,139 4,725,134 3,422,036 8,187,309
Issuance of common stock for
Global Refrigerant Management,
Inc. 58,089 581 499,419 - 500,000
Proceeds from exercise of warrants 1,078,380 10,784 7,200,382 - 7,211,166
Distributions to shareholders - - (70,566) (619,923) (690,489)
Contribution to capital - - 350,000 - 350,000
Adjustment to conform fiscal year
of Ful-Circle Recyclers, Inc.
and eliminate duplicative net
income - - - (59,631) (59,631)
Pro form tax adjustment - - 119,265 - 119,265
Net income - - - 1,982,654 1,982,654
--------- ------ --------- --------- ---------
Balance at September 30, 1995 5,150,411 51,504 12,823,634 4,725,136 17,600,274
Distributions to shareholders - - - (190,008) (190,008)
Pro forma tax adjustment - - (34,000) - (34,000)
Proceeds from options exercised 3,000 - 18,000 - 18,000
Costs related to warrants - - (58,551) - (58,551)
Net income - - - 1,728,207 1,728,207
--------- ------ --------- --------- ---------
Balance at September 30, 1996 5,153,411 $51,504 12,749,083 6,263,335 19,063,922
--------- ------ --------- --------- ----------
--------- ------ --------- --------- ----------
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENVIRONMENTAL TECHNOLOGIES CORP.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended September 30, 1996, 1995 and 1994
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 1,728,207 1,982,654 1,503,552
Adjustments to reconcile net income to net
cash (used in) provided by operating
activities:
Pro forma tax adjustment (34,000) 119,265 199,222
Conform fiscal year of FulCircle
Recyclers, Inc. and eliminate
duplicate net income - (59,631) -
Depreciation and amortization 706,096 400,569 200,045
Provision (benefit) for bad debt 206,683 185,124 38,551
(Gain) loss on sale of equipment 3,422 - (24,474)
Unrealized (gain) loss on marketable
securities - - (21,568)
(Increase) decrease in assets:
Accounts receivable 234,417 (1,444,943) (783,789)
Inventory (12,658,532) (123,688) (533,072)
Prepaid expenses and other current
assets 438,750 (219,354) (402,192)
Other assets (580,376) (35,476) (64,917)
Increase (decrease) in accounts payable and
accrued liabilities 47,848 (22,477) 924,162
----------- ---------- -------
Net cash (used in) provided by
operating activities (9,907,485) 782,043 1,035,520
----------- ---------- ---------
Cash flows from investing activities:
Proceeds from sale of equipment 70,215 - 38,587
Capital expenditures (1,247,661) (882,743) (372,738)
Acquisition of business - (1,925,000) -
----------- ---------- --------
Net cash used in investing activities (1,777,446) (2,807,743) (334,151)
----------- ---------- --------
Cash flows from financing activities:
Principal payments on note payable -
related party - (252,144) -
Net proceeds (payments) on notes payable 8,997,519 (1,911,749) (235,251)
Principal payments on long-term debt (766,669) (239,164) (45,332)
Costs related to warrants (58,551) - -
Distributions to stockholders (190,008) (690,489) (230,598)
Principal payments on capital lease
obligations - - (2,052)
Repayment of bank loan - - (12,500)
Repayment of advances from officers - - (26,761)
Proceeds from long-term debt - 1,000,000 25,000
Proceeds from exercise of warrants - 7,211,166 -
Proceeds from contributions to capital - 350,000 -
Proceeds from options exercised 18,000 - -
----------- ---------- --------
Net cash provided by (used in)
financing activities 8,000,291 5,467,620 (527,494)
----------- ---------- --------
Net (decrease) increase in cash and
cash equivalents (3,084,640) 3,441,920 173,875
Cash and cash equivalents at beginning of year 4,027,349 585,429 411,554
----------- ---------- --------
Cash and cash equivalents at end of year $ 942,709 4,027,349 585,429
----------- ---------- --------
----------- ---------- --------
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
ENVIRONMENTAL TECHNOLOGIES CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1996 and 1995
(1) NATURE OF BUSINESS, BASIS OF PRESENTATION AND
SIGNIFICANT ACCOUNTING POLICIES
(a) NATURE OF BUSINESS
Environmental Technologies Corp. and subsidiaries (the
Company) is primarily engaged in: the marketing and sale of
refrigerants (including dichlorofluoromethane (R-12) and
tetrafluoroethane (R-134a)), refrigerant reclaiming services; the
manufacture and distribution of refrigerant recycling and
recovery equipment for automotive and commercial use; and the
recycling of fluorescent light fixture ballasts and lamps.
(b) BASIS OF PRESENTATION
On December 30, 1995, the Company executed and
consummated as of December 31, 1995, an agreement under which it
agreed to issue 1,150,000 shares of common stock in exchange
for all of the issued and outstanding capital stock of FulCircle
Recyclers, Inc. (FulCircle). The acquisition has been accounted
for using the pooling of interests method, and the accompanying
consolidated financial statements include the accounts of
FulCircle for all periods presented.
Through December 31, 1994, FulCircle used a calendar
year end for financial reporting purposes. Accordingly, the
accompanying consolidated financial statements of the Company
for the years ended September 30, 1995 and 1994 include the
financial statements of FulCircle for the years ended September
30, 1995 and December 31, 1994, respectively. As a result,
operations for the three-month period ended December 31, 1994 are
included in the consolidated statements of income for both the
year ended September 30, 1995 and the year ended December 31,
1994.
As FulCircle had elected to be taxed as an S
corporation under the provisions of the Internal Revenue Code,
income tax expense has been adjusted to reflect the effective C
corporation income tax rate of the Company for all periods
presented. The pro forma income tax expense of FulCircle has
been credited to additional paid-in capital.
<TABLE>
<CAPTION>
ENVIRONMENTAL TECHNOLOGIES CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Financial information attributable to the Company and Ful-
Circle is set forth below:
Environmental FulCircle
Technologies Recyclers
Corp. Inc. Combined
------------- --------- --------
<S> <C> <C> <C>
Year ended September 30, 1995:
Net sales $28,665,227 6,012,744 34,677,971
Net income 1,776,187 206,467 1,982,654
Net income per common and
common equivalent shares:
Primary .50 - .43
Fully diluted .49 - .42
Year ended September 30, 1994:
Net sales 19,815,597 4,911,529 24,727,126
Net income 1,200,698 302,854 1,503,552
Net income per common and
common equivalent shares:
Primary .42 - .37
Fully diluted .40 - .37
</TABLE>
(c) RISKS AND UNCERTAINTIES
Financial instruments which potentially subject the
Company to concentrations of credit risk consist of cash, cash
equivalents and trade receivables. The Company considers such
risk in placing its cash and cash equivalents in financial
institutions and other instruments. Concentration of credit risk
with respect to trade receivables is limited because of the large
number of customers that make up the Company's customer base and
their dispersion in various industries and across different
geographies. The Company performs ongoing credit evaluations of
its customers' financial condition. No single customer accounted
for more than 10% of total net sales in 1996 and 1995.
In conformity with generally accepted accounting
principles, management of the Company has made a number of
estimates and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and
liabilities to prepare the Company's consolidated financial
statements. Actual results could differ from these estimates.
Some of the Company's products and services are
regulated by the Federal Clean Air Act (the Clean Air Act) and
the regulations promulgated thereunder by the Environmental
Protection Agency (EPA), as well as certain state environmental
regulations. As such, the Company's business is affected by the
requirements of the Clean Air Act, the EPA and other regulations
and the degree of enforcement thereof.
The Company's sales are highly seasonal in nature, as
industry-wide refrigerant and related equipment sales are related
to weather temperatures, primarily in the warmer months. The
Company's historical refrigerant sales have primarily come from
the sale of R-12, a refrigerant that is a chlorofluorocarbon
(CFC). As of January 1, 1996, however, CFC-based refrigerants
can no longer be manufactured under current regulations. CFC
replacement products, such as R-134a, are now readily available
to the Company. Notwithstanding the cessation of a predictable
manufactured supply of R-12, management believes it will have
access to an adequate supply of R-12 in fiscal 1997. However,
beyond 1997 the Company's access to R-12 is much less certain.
Management believes R-134a sales will offset, to a great extent,
the decline of R-12 sales in future periods; however, it could be
several years for a meaningful market for R-134a to develop.
The Company has a significant supply of commercial
refrigerant recovery equipment on hand at September 30, 1996.
Management believes the demand for this equipment will increase
in 1997 as customers in both the automotive and commercial
sectors comply with the Clean Air Act and as the demand for R-12,
R-12 replacement refrigerants and other refrigerants is expected
to increase, thus heightening the economic usefulness of the
equipment. Additionally, management believes that the imposition
of additional Federal requirements, effective November 1995, for
the automotive sector to recycle R-134a will also have a
favorable impact on the sales of this equipment. However, the
achievement of such anticipated sales cannot be assured (see note
3).
The Company's ballast recycling subsidiary has obtained
approval from the EPA as a qualified recycler of waste materials.
In connection therewith, the Company entered into an agreement
with the EPA to set aside in a Closure Trust Fund, beginning in
1994, approximately $112,500 (annually adjusted for inflation),
which is payable over a three-year period in equal annual
installments of $37,500. The purpose of this fund is to
accumulate resources required to clean up the Company's recycling
facility upon closure. As of September 30, 1996, the Company has
funded approximately $85,000 of this obligation. The Company
does not expect any significant cleanup costs in connection with
the closure of its facility.
(d) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the
financial statements of Environmental Technologies Corp. and its
wholly-owned subsidiaries. All significant intercompany balances
and transactions have been eliminated in consolidation.
The Company accounts for its 50% ownership interests in
two joint ventures using the equity method.
(e) REVENUE RECOGNITION
Sales are generally recorded by the Company when
products are shipped to customers or services are performed.
Ballast recycling revenues are recognized upon the receipt and
acceptance of waste material at its recycling facility in the
Bronx, New York. Revenue from sales of recyclable scrap
materials is recognized when shipped. Equipment products shipped
on consignment to customers and sales representatives are not
included in sales.
(f) CASH EQUIVALENTS
The Company considers all highly liquid investments
purchased with original maturities of three months or less to be
cash equivalents.
(g) MARKETABLE EQUITY SECURITIES
Included in prepaid expenses and other current assets
at September 30, 1996 and 1995 are marketable equity securities
of approximately $40,000 and $34,000, respectively. The Company
adopted the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt
and Equity Securities" (SFAS 115), during the year ended
September 30, 1995. Under SFAS 115, the Company has classified
its marketable equity securities as trading securities. Trading
securities are bought and held principally for the purpose of
selling them in the near term. Trading securities are recorded
at fair value. Unrealized holding gains and losses on trading
securities are included in earnings. The effect of adopting SFAS
115 in fiscal 1995 was immaterial.
(h) INVENTORIES
All inventories at September 30, 1996 and substantially
all inventories at September 30, 1995 are stated at the lower of
cost or market, determined using the first-in, first-out (FIFO)
method. Inventories of certain virgin R-12 refrigerants, which
were insignificant at September 30, 1995, are stated at cost
using the last-in, first-out (LIFO) method.
(i) PROPERTY AND EQUIPMENT
Property and equipment are stated at cost.
Depreciation is computed using the straight-line and declining
balance methods over the estimated useful lives of the assets.
Costs of maintenance and repairs are charged to expense when
incurred.
(j) GOODWILL
Goodwill, which represents the excess of cost over net
assets acquired, is being amortized over 15 years using the
straight-line method.
(k) EXCISE TAX
The Federal government imposed a $0.45 and $1.00 per
pound excise tax on certain R-12 and other CFC-based refrigerants
owned by entities holding them for resale as of January 1, 1996
and 1995, respectively. The Company paid excise tax on certain
CFC refrigerant inventory on hand at January 1, 1996 and 1995 and
accounted for this tax as an expense in the respective fiscal
year. A $0.45 per pound excise tax will also be imposed on
January 1, 1997 for certain R-12 owned at January 1, 1997 and
this tax will be payable in June 1997.
(l) INCOME TAXES
Income taxes are accounted for using the asset and
liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and
tax credit carryforwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
(m) INCOME PER SHARE
For 1996, both primary and fully diluted net income per
share is based upon the weighted average number of shares
outstanding during the year (5,150,911 weighted average shares).
Net income per share in fiscal 1995 is computed on the
basis of the weighted average number of common shares and common
equivalent shares outstanding during the period (4,862,648 for
primary and 4,878,633 for fully diluted after giving effect to
1,150,000 shares to be issued in connection with the acquisition
of FulCircle, accounted for as a pooling of interests) in
accordance with the modified treasury stock method through the
date that outstanding options and warrants exceeded 20% of the
Company's outstanding common stock, and in accordance with the
treasury stock method thereafter. Under such approach, 496,396
and 512,381 incremental shares for the primary and fully diluted
calculations, respectively, have been added to the weighted
average number of shares outstanding (4,366,252), and interest
expense has been reduced and investment income has been increased
by an aggregate of approximately $92,000, net of tax ($83,000 for
purposes of the fully diluted calculation).
For 1994, primary income per share is based on the
weighted average number of shares outstanding during the year and
the assumed exercise of dilutive warrants and employees'stock
options less the number of treasury shares assumed to be
purchased from the proceeds using the average market price of the
Company's common stock. Weighted average outstanding shares were
4,013,942 in fiscal 1994 and incremental share equivalents were
112,607 in fiscal 1994.
(n) RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has not adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of
Long-lived Assets and for Long-lived Assets to Be Disposed Of"
(SFAS 121). SFAS 121 was issued in March 1995 and is effective
for fiscal years beginning after December 15, 1995. The Company
has not yet adopted Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-based Compensation" (SFAS 123).
SFAS 123 was issued in October 1995 and is effective for
financial statements for fiscal beginning after December 15,
1995. When adopted in fiscal 1997, certain disclosures will be
required for fiscal 1996. The Company believes that the adoption
of SFAS 121 and SFAS 123 will not have a material effect on the
Company's consolidated financial position or results of operations.
(2) ACQUISITIONS
In February 1995, the Company acquired the assets of Global
Refrigerant Management, Inc. for total consideration of
$3,175,000. The consideration included cash of $1,925,000, notes
of $750,000 and 58,089 shares of common stock valued at $500,000.
The acquisition was accounted for using the purchase method of
accounting. The excess of cost over the net assets acquired at
the date of acquisition amounted to approximately $749,000.
Accumulated amortization at September 30, 1996 and 1995 was
approximately $90,000 and $34,000, respectively.
In February 1994, 82,692 common shares were issued to the
shareholders of Refrigerant Reclaim Services, Inc. in exchange
for all its outstanding common shares. The acquisition was
accounted for as a pooling of interests.
The following unaudited pro forma financial information for
1995 and 1994 gives effect to the 1995 acquisition as noted above
as though such acquisition occurred on October 1, 1993, after
giving effect to certain adjustments including amortization of
goodwill, depreciation and adjusted interest expense. The
following pro forma financial information does not necessarily
reflect the results of operations that would have occurred had
the acquisition occurred on October 1, 1993:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Net sales $ 35,783,193 27,321,142
Net income 1,961,916 1,513,427
Net income per share .42 .38
------------ ----------
------------ ----------
</TABLE>
(3) INVENTORIES
Inventories at September 30, 1996 and 1995 consist of the
following:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Raw materials at FIFO $ 12,527,735 4,100,067
Raw materials at LIFO - 20,130
Finished goods at FIFO 10,077,510 5,826,516
----------- ---------
Total inventories $ 22,605,245 9,946,713
------------ ----------
------------ ----------
</TABLE>
During fiscal 1996, the Company took advantage of market
opportunities to increase its investment in refrigerant
inventories which accounts for substantially all of the increase
in total inventories at September 30, 1996 as compared to
September 30, 1995.
At September 30, 1995, the Company anticipated that its
refrigerant recycling and recovery equipment sales in fiscal 1996
would be sufficient to substantially deplete approximately $3.0
million of slow moving commercial refrigerant recovery equipment
inventory. Management believes that the equipment was slow moving
due to the lack of enforcement of the Clean Air Act provisions
which resulted in a lack of demand for the equipment sold by the
Company. These anticipated sales were expected to be driven
primarily by new Clean Air Act provisions, effective November 15,
1995, which require the use of new refrigerant recycling
equipment during service on vehicles using R-134a and other EPA
approved substitute refrigerants. In anticipation of these
sales, the Company planned to convert a significant portion of
its commercial refrigerant recovery equipment to inventory for
sale to the automotive refrigerant recycling market. Based on
historic net sales prices of the converted equipment, management
estimated that the conversion costs would be fully recoverable
and would not have a material effect on future operating results.
During fiscal 1996, the Company experienced production
difficulties after moving its equipment manufacturing operations
from Michigan to Texas partially resulting from a lack of experienced
personnel. Additionally, extremely mild summer weather conditions
resulted in a reduced level of first year demand (subsequent to the
effective date of the new aforementioned provisions) for this
recycling equipment and the anticipated increase in the sales of
the equipment was not realized. Consequently the equipment conversion
did not take place. Management believes that substantially all of its
existing commercial refrigerant recovery equipment inventory will be
sold in fiscal 1997 at profit margins consistent with prior years.
While the Company continues to be able to convert its commercial recovery
equipment to automotive units (as described above), management believes
the commercial recovery units will be sold as is to meet the demand
for recovery equipment to extract mixed or contaminated refrigerants
resulting from the increasing use of substitute R-12 refrigerants.
Additionally, the Company has increased its sales and marketing efforts
for fiscal 1997.
Through September 30, 1996, the Company carried certain raw
material inventory at LIFO. The estimated replacement cost of
inventories exceeded the LIFO inventory cost by $190,000 at
September 30, 1995. During 1996 and 1995, inventory layers of
this raw material inventory were reduced. This reduction
resulted in charging lower inventory costs prevailing in previous
years to cost of sales, thus reducing cost of sales below the
amount that would have resulted from liquidating inventory
recorded at prices at September 30, 1996 and 1995. The effect of
this was an increase in net income of approximately $109,000 and
$115,000 or $.02 and $.02 per share in 1996 and 1995,
respectively.
(4) PROPERTY AND EQUIPMENT
Property and equipment at September 30, 1996 and 1995 is
summarized as follows:
<TABLE>
<CAPTION>
Depreciable
1996 1995 Lives
---- ---- ----------
<S> <C> <C> <C>
Machinery and equipment $2,929,650 2,373,202 2-7 years
Office equipment 745,588 301,246 2-5 years
Vehicles 164,810 134,104 5 years
Leasehold improvements 206,688 91,248 2-5 years
---------- --------- ---------
---------
4,046,736 2,899,800
Accumulated depreciation (1,893,586) (1,270,247)
---------- ---------
$2,153,150 1,629,553
---------- ---------
---------- ---------
</TABLE>
Leasehold improvements are amortized over the shorter of the
estimated useful life of the assets or the lease term.
(5) INVESTMENTS
During the fiscal year ended September 30, 1995, the
Company entered into a 50% joint venture with two unaffiliated
individuals. The venture's name is Total Transformation, Ltd.
(TTL). TTL is researching the applicability of transforming
mixed or contaminated refrigerants (defined as a hazardous
substance) into a useful by-product. At September 30, 1996 and
1995, the Company has invested approximately $152,000 and
$40,000, respectively, in TTL, which is included in other
assets in the accompanying consolidated balance sheets. TTL has
had no significant operations through September 30, 1996.
During the fiscal year ended September 30, 1996, the
Company entered into a 50% joint venture with an unaffiliated
company. The venture's name is Liberty Technology International,
Inc. (LTI). LTI plans to utilize existing technology developed
in Eastern Europe to construct a refrigeration
separation plant which would provide an alternative to total
destruction of mixed refrigerants. At September 30, 1996, the
Company has invested approximately $339,000 in LTI, which is
included in other assets in the accompanying 1996 consolidated
balance sheet. Management believes that LTI will require
additional funding and anticipates an additional investment in
LTI of at least $75,000. LTI's operations are expected to begin
in fiscal 1997.
The Company's share of earnings or loss from the
aforementioned ventures is not material to its consolidated
financial position or results of operations.
(6) NOTES PAYABLE
At September 30, 1996, notes payable consists of a secured
line of credit in the aggregate amount of $13,500,000 with a
bank. The balance outstanding at September 30, 1996 of
$9,497,519 is due March 31, 1997 and bears interest at LIBOR plus
1.75% (7.25% at September 30, 1996). Borrowings in excess of
$10,000,000 bear interest at the bank's prime rate. The line is
secured by eligible accounts receivable and inventory.
At September 30, 1995, notes payable consists of a $750,000
note with an outstanding balance of $500,000 which was paid in
August 1996, to the previous owner of Global Refrigerant
Management, Inc. bearing interest at the prime rate plus 1% per
annum (9.75% at September 30, 1995). Additionally, at September
30, 1995, the Company had a $3,000,000 line of credit with a
bank, subject to available collateral (collateralized by
substantially all of the Company's assets, guaranteed by the a
major shareholder, and bearing interest at 1% over the bank's
prime rate per annum), with $0 outstanding, and a $25,000 term
note payable to a bank with $0 outstanding.
In January 1995, the Company's ballast recycling subsidiary
was granted a line of credit by a financial institution in the
amount of $400,000, which expired on June 30, 1995. This credit
line was collateralized by all assets of the subsidiary and had
been personally guaranteed by certain stockholders. In March
1995, the Company's ballast recycling subsidiary borrowed and
repaid $350,000 on this line.
(7) LONG-TERM DEBT
Long-term debt of $766,669 at September 30, 1995 consists of
a term note payable to a bank, due August 1997, collateralized by
substantially all assets, guaranteed by the majority shareholder,
and bearing interest at 1.5% over the bank's prime rate per annum
(10.25% at September 30, 1995). The loan was repaid in fiscal
1996.
The Company's bank agreement in fiscal 1995 included a
financial covenant requirement which limited the maximum
allowable capital expenditures. At September 30, 1995, the
Company was not in compliance with this financial covenant. The
Company received from the bank a waiver of such violation which
waived the required compliance for the year ended September 30,
1995.
(8) CASH FLOWS
Cash paid during 1996, 1995 and 1994 for interest and income
taxes is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- -----
<S> <C> <C> <C>
Interest $ 413,554 292,766 232,870
Income taxes 1,285,000 1,406,119 903,205
--------- --------- -------
--------- --------- -------
</TABLE>
Significant noncash financing is as follows: during 1994,
the Company's minority shareholders contributed $120,650 of notes
payable to paid-in capital; during 1995 the Company issued 58,089
shares of common stock valued at $500,000 and a note payable for
$750,000 for a portion of the acquisition price for Global
Refrigerant Management, Inc.
(9) INCOME TAXES
The components of income tax expense for the years ended
September 30, 1996, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- -----
<S> <C> <C> <C>
Current:
Federal $ 937,500 1,033,000 766,840
State 386,000 326,500 281,349
--------- --------- ---------
1,324,000 1,359,500 1,048,189
Deferred:
Federal (40,000) (21,500) (15,400)
State (6,000) - -
--------- --------- ---------
(46,000) (21,500) (15,400)
--------- --------- ---------
$1,278,000 1,338,000 1,032,789
--------- --------- ---------
--------- --------- ---------
</TABLE>
Income tax expense for the years ended September 30, 1996,
1995 and 1994 differed from the expected income tax expense
(computed by applying the U.S. Federal income tax rate to income
before income tax expense) as a result of the following:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- -----
<S> <C> <C> <C>
Computed "expected"
income tax expense $1,022,110 1,129,022 862,356
State income taxes, net
of Federal benefit 251,130 212,612 203,519
Other 4,760 (3,634) (33,086)
--------- --------- ---------
$1,278,000 1,338,000 1,032,789
--------- --------- ---------
--------- --------- ---------
</TABLE>
The temporary differences which give rise to a significant
portion of deferred tax assets and liabilities as of September
30, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Deferred tax assets:
Allowance for bad debts $ 76,434 42,560
Inventory 24,000 -
Accruals 36,000 27,642
Net operating loss carryforwards 13,050 22,680
Other 4,048 4,048
------- ------
Gross deferred tax assets 153,532 96,930
Valuation allowance - -
------- ------
Net deferred tax assets 153,532 96,930
Deferred tax liabilities:
Plant and equipment 2,150 1,535
Other 18,789 8,627
------- ------
Deferred tax liabilities 20,939 10,162
Net deferred tax asset $132,593 86,768
A valuation allowance is provided when management believes
that it is more likely than not that some portion or all of the
deferred tax assets will not be realized. At September 30, 1996
and 1995, management believes that no valuation allowance is
required based on the Company's history of profitable operations.
At September 30, 1996, the Company has Federal net operating
loss carryforwards of $38,000 which expire in 2007.
(10) PROFIT SHARING PLAN
The Company terminated its profit sharing plan in 1994. The
Company made no contributions to the plan in 1996, 1995 and 1994.
The costs to terminate the plan were not material.
(11) COMMITMENTS AND CONTINGENCIES
The Company leases its New Jersey office and warehouse
facilities on a month-to-month basis from its principal
shareholder at an annual cost of $120,000 in 1996, 1995 and 1994.
The Company leased office space from a shareholder from
January 1993 through April 1994. Total rental payments under
this arrangement amounted to approximately $7,000 in 1994.
The Company leases other manufacturing and office facilities
pursuant to operating leases expiring in 1996 through 2000.
The following is a schedule of future minimum rental
payments under operating leases:
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
1997 $ 587,000
1998 545,000
1999 474,000
2000 334,000
Thereafter 178,000
---------
Total $2,118,000
---------
---------
Total rental expense was $620,830, $450,265 and $352,027 for
the years ended September 30, 1996, 1995 and 1994, respectively.
In March 1995, the Company's ballast recycling subsidiary
entered into three-year consulting agreements with certain
stockholders for the purpose of expanding existing lines of
business and exploring other recycling opportunities. These
agreements call for annual payments totaling $50,000 which are
payable monthly. During 1996 and 1995, consulting fees paid to
the stockholders amounted to $50,000 and $41,354, respectively.
The Company is self-insured for product liability in
connection with the marketing and sale of its refrigerants. No
material losses have occurred.
At September 30, 1996, the Company has commitments with
vendors to purchase inventory of approximately $260,000 in fiscal
1997.
(12) STOCK OPTION PLAN
In July 1992 and in July 1996, the Company adopted stock
option plans (the Option Plans) pursuant to which 500,000 shares
of common stock for each plan have been reserved for issuance
upon the exercise of options designated as either (a) incentive
stock options (ISOs) under the Internal Revenue Code of 1986, as
amended, or (b) non-qualified options. ISOs may be granted under
the Option Plans to employees and officers of the Company.
Nonqualified options may be granted to consultants, directors
(whether or not they are employees), employees or officers of the
Company.
As of September 30, 1996, the Company has granted certain
employees options to purchase a total of 370,000 shares of the
Company's common stock. The options are exercisable for a period
that ends five years from the date the options become
exercisable.
Details of stock options are as follows:
</TABLE>
<TABLE>
<CAPTION>
Number
of Option
Shares Price
------ ------
<S> <C> <C>
Shares under option at 166,000 $6.00-6.60
September 30, 1993
Granted 79,000 5.25-7.00
Exercised - -
Forfeited (8,000) 5.25-6.00
-------
Shares under option at
September 30, 1994 237,000 5.25-7.00
Granted 86,000 7.67-11.38
Exercised - -
Forfeited (67,000) 5.25-7.00
-------
Shares under option at
September 30, 1995 256,000 6.00-11.38
Granted 159,000 7.63-11.88
Exercised (3,000) 6.00
Forfeited (42,000) 7.63-11.88
-------
Shares under option at
September 30, 1996 370,000 6.00-11.88
-------
-------
Shares exercisable at
September 30, 1996 209,670 6.00-11.88
------- ----------
------- ----------
</TABLE>
(13) STOCKHOLDERS' EQUITY
In December 1992, a public sale was made of 800,000 shares
of common stock at $6.00 per share and 920,000 redeemable
warrants at $.10 per share to purchase 920,000 shares of common
stock at $6.90 per share. The warrants expire on December 16,
1997. The net proceeds to the Company after deducting offering
expenses and the underwriting discount in 1992 amounted to
$3,619,042. In fiscal 1995, the Company received $7,211,166 of
net proceeds from the exercise of warrants. Certain costs
directly related to the exercise of the warrants of approximately
$59,000 were charged to additional paid-in capital in fiscal
1996. At September 30, 1996, warrants to purchase approximately
242,000 shares of common stock were outstanding at exercise
prices ranging from $7.13 to $8.88.
<PAGE>
(14) INDUSTRY SEGMENTS
<TABLE>
<CAPTION>
Refrigerant Equipment Ballast Elimi- Consoli-
Product Products Recycling nations dated
----------- --------- --------- -------- ----------
<S> <C> <C> <C> <C> <C>
Year ended September 30, 1996:
Net sales $25,870,777 2,885,295 5,786,603 - 34,542,675
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
Operating income (loss) 4,267,622 (1,366,779) 468,909 - 3,369,752
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
Net income (loss) 2,271,716 (820,079) 276,570 - 1,728,207
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
Identifiable assets at
September 30, 1996 30,200,647 8,239,184 1,669,827 (8,202,931) 31,906,727
---------- --------- --------- --------- ----------
---------- --------- --------- --------- ----------
Year ended September 30, 1995:
Net sales 26,020,530 2,644,697 6,012,744 - 34,677,971
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
Operating income (loss) 3,683,625 (464,241) 345,592 - 3,564,976
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
Net income (loss) 2,130,809 (354,622) 206,467 - 1,982,654
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
Identifiable assets at
September 30, 1995 19,437,628 7,628,106 1,602,847 (6,504,200) 22,164,381
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
Year ended September 30, 1994:
Net sales 18,612,475 1,203,122 4,911,529 - 24,727,126
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
Operating income (loss) 2,992,528 (820,877) 510,115 - 2,681,766
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
Net income (loss) 1,786,736 (586,038) 302,854 - 1,503,552
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
Identifiable assets at
September 30, 1994 8,382,878 6,760,785 1,590,636 (3,307,349) 13,426,950
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
</TABLE>
The Company operates in the refrigerant and the fluorescent
light ballast recycling industries and reports segment
information for its product lines, which are the sale of
refrigerants and refrigerant reclaiming services, the sale of
refrigerant recovery and recycling equipment and the ballast
recycling business. Operating income (loss) is net sales less
cost of sales and selling, general and administrative expenses.
In computing operating income, none of the following were
included: income taxes, interest expense and other nonoperating
items.
Depreciation and amortization for the refrigerant, equipment
and ballast recycling segments was $578,992, $40,026 and $87,078,
respectively, in 1996, $278,893, $23,876 and $97,800,
respectively, in 1995, and $87,265, $34,120 and $78,660,
respectively, in 1994.
Capital outlay for the refrigerant, equipment and ballast
recycling segments was $944,624, $141,071 and $161,966,
respectively in 1996, $727,446, $3,305 and $151,992,
respectively, in 1995, and $305,106, $4,820 and $62,812,
respectively, in 1994.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
There were no disagreements with the accountants in the years
ended September 30, 1996, 1995 and 1994.
<PAGE>
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT.
The directors and executive officers of the Company as of
September 30 were:
Name Age Position
---- --- --------
George Cannan, Sr 53 Chairman and Director
B. Brinkerhoff McCagg 33 Chief Executive Officer
and Director
Caroline Costante 35 Secretary and Director
Richard G. Schmeling 44 Vice President, Finance
and Chief Financial
Officer
Kenneth Shapiro 31 Vice President
George Cannan, Jr 27 Director
Carlos E. Aguero 42 Director
John Stefiuk 46 Director
- ---------------
GEORGE CANNAN, SR. founded Environmental Materials Corp.
("EMC") a wholly-owned subsidiary of the Company in 1975 and has
been President, Chief Executive Officer and a director of EMC
since that time. Mr. Cannan founded the Company in 1989 and was
President and Chief Executive Officer until December 31, 1995 and
has been Chairman of the Board and a director of the Company
since 1989. In July 1992, EMC became a wholly-owned subsidiary
of the Company. Mr. Cannan has been responsible for all phases
of the Company's operations since its inception. Prior to
founding EMC, Mr. Cannan was a manufacturer's representative in
the automotive industry.
CARLOS E. AGUERO is President and Chief Executive Officer of
Continental Waste Industries, Inc., a publicly traded waste
management company since its founding in 1988. From 1985 to 1988
Mr. Aguero was employed with the certified public accounting firm
of Gralnick, Strauss, D'Angerio, where he worked exclusively in
their waste industry services practice. From 1985 to 1990,
concurrent with other responsibilities, he served as comptroller
for the Pennsauken (New Jersey) Solid Waste Management Authority.
From 1977 to 1981, and for a short period in 1983, he worked for
Coopers & Lybrand, leaving the company as Audit Supervisor. Mr.
Aguero received a bachelors' degree in Accounting and
International Business from Upsala College and is a certified
public accountant.
B. BRINKERHOFF MCCAGG became a director and Chief Executive
Officer of the Company on December 31, 1995. Mr. McCagg has been
a vice president and director of Full Circle Recyclers, Inc., a
wholly-owned subsidiary of the Company since co-founding it in
September 1991. For the past five years Mr. McCagg has managed
all aspects of Full Circle Recyclers, Inc.'s operations as its
Chief Executive Officer. Prior to September 1991, Mr. McCagg
worked for three years in the investment banking departments at
Drexel Burnham Lambert and Paine Webber. Mr. McCagg holds an MBA
from the Wharton Business School.
CAROLINE COSTANTE has been Secretary of the Company since
its inception and a director of the Company since July 1992. Ms.
Costante has been employed by EMC since 1979 and is responsible
for the overall administration of the operations of EMC.
RICHARD G. SCHMELING has been Vice President and Chief
Financial Officer since February 1, 1993. From February 1991 to
January of 1993, Mr. Schmeling served as Senior Vice President of
Investment Banking and Corporate Finance at Laidlaw Holdings,
Inc. Prior thereto, Mr. Schmeling served as a principal at
Investcorp International, Inc., an internationally prominent
investment bank specializing in buyouts where he specialized in
corporate acquisition, due diligence and post-acquisition
corporate development. From 1987 to 1989, he was a Vice
President at Bear, Stearns & Co., Inc., specializing in private
placement underwriting. Previous to that, Mr. Schmeling held
various commercial banking positions for various East Coast and
international financial institutions. Mr. Schmeling received an
AB in Economics and an MBA in Finance and Accounting at Columbia
University.
KEN SHAPIRO has been Vice President of the Company since
December 31, 1995. Mr. Shapiro prior thereto he served as Vice
President of Full Circle Recyclers, Inc. since November 1994.
Prior to this he was Marketing Manager at Full Circle Recyclers,
Inc. since May of 1992 when he joined the company. As Marketing
Manager Mr. Shapiro was responsible for coordinating new business
development, marketing, sales and human resources. Prior to
joining Full Circle, Mr. Shapiro worked for four years for the
Goldberg Group, a real estate development company where he
specialized in real estate acquisitions and divestments. Mr.
Shapiro holds a B.A. from Brown University and an MBA in
Entrepreneurial Management from the Wharton Business School.
GEORGE CANNAN, JR. has been a director since July 1992. Mr.
Cannan formerly served as a Vice President primarily involved
with the marketing efforts for the Company's refrigerant
recycling and recovery equipment. Mr. Cannan is a 1991 graduate
from the University of Miami with a B.S. degree in marketing and
finance. Since 1995 Mr. Cannan has been employed as a financial
consultant with Merrill Lynch. George Cannan, Sr. and George
Cannan, Jr. are father and son. Effective October 1, 1996 George
Cannan, Jr. resigned as a director of the Company.
JOHN STEFIUK is the President of Federal Bronze Products,
Inc. a metal servicing center and representative agency based in
Newark, New Jersey. Mr. Stefiuk joined Federal Bronze in 1972
and became President in 1978. During his tenure at Federal
Bronze, he has held various managerial and operating positions.
INFORMATION CONCERNING BOARD
The Board of Directors did not meet during the 1996 fiscal
year, and acted by unanimous consent 10 times.
The Board of Directors has an Audit Committee and a
Compensation Committee, both consisting of George Cannan, Sr.,
Carlos E. Aguero and John Stefiuk. The Audit Committee is
responsible for reviewing the Company's audited financial
statements, meeting with the Company's independent accountants to
review the Company's internal controls and financial management
practices and examining all agreements or other transactions
between the Company and its directors and officers (other than
those compensation functions assigned to the Compensation
Committee) to determine whether such agreements or transactions
are fair to the Company's shareholders.
The Compensation Committee is responsible for reviewing the
compensation and benefits of the Company's executive officers,
making recommendations to the Board of Directors concerning
compensation and benefits for such executive officers and
administering the Company's stock option plans.
Directors of the Company receive no cash compensation for
serving on the Board of Directors, other than reimbursement of
reasonable expenses incurred in attending meetings.
Officers of the Company are elected annually by the Board of
Directors and hold office at the discretion of the Board.
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's executive officers, directors,
and holders of more than ten percent of the Company's Common
Stock to file reports of ownership and changes in ownership with
the Securities and Exchange Commission (the "Commission") and
NASDAQ. Such persons are required to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms
received by it, or oral or written representations from certain
reporting persons that one Form 5 was required for B. Brinkerhoff
McCagg with respect to his receipt of 281,750 shares of common
stock in connection with the sale of his shares in FulCircle
Recyclers, Inc. to the Company during the year ended September
30, 1995. All filing requirements applicable to its executive
officers, directors, and greater than 10% beneficial owners were
complied with.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth, for the fiscal years ended
September 30, 1996, 1995 and 1994, cash and certain other
compensation paid or accrued by the Company for the Chairman and
Chief Executive Officer ("CEO")(collectively, the "Named
Officers"). No other executive officer had a salary and bonus in
excess of $100,000 during such years:
<TABLE>
<CAPTION>
Annual Compensation
Long-Term
Other Annual Compensation
Compensation Awards
Name and Principal Position Year Salary($) Bonus($) $ Options
- --------------------------- ---- --------- -------- ----- -------
<S> <C> <C> <C> <C> <C>
George Cannan, Sr.
Chairman 1996 $200,000 0 (1) -
Chairman/CEO 1995 $200,000 0 (1) -
Chairman/CEO 1994 $200,000 0 (1) -
B. Brinkerhoff McCagg
CEO 1996 $125,000 0 (1) 65,000
(1) Represents less than 10% of the Executive's compensation.
Stock Option Grants in Last Fiscal Year
The following table sets forth certain information
concerning the grant of stock options during the year ended September 30,
1996 to the Named Officers. No stock appreciation rights were
awarded, either alone or in tandem with the stock options, during the year
ended September 30, 1996.
</TABLE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Potential
Realizable
Value at
Assumed
Annual
Rates of
Stock
Number of % of Total Price
Securities Options Appreciation
Underlying Granted to Exercise Expiration For
Name Options Employees Price Date Option
Term
____ __________ _________ _________ ___________ ____________
<S> <C> <C> <C> <C> <C>
(10%) (5%)
_____ _____
(000)
George
Cannan - - - - - -
B. Brinkerhoff
McCagg 65,000 40.88% $9.25 1/2/02 166.1 $367.00
</TABLE>
Option Exercises During, and Stock Options Held at End of Fiscal 1996
The following table indicates the total number and value of
exercisable stock options held by the Chairman and CEO as of
September 30, 1996. No options were exercised by the Chairman or
CEO in the fiscal year ended September 30, 1996:
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at Fiscal Year End at Fiscal Year End (1)
-------------------------- ----------------------
Name Exercisable Unexercisable Exercisable Unexercisable
George Cannan, Sr. 90,000 0 $114,750 0
B. Brinkerhoff McCagg 0 65,000 0 0
(1) Based on the last sale price for the Company's Common Stock
on September 30, 1996 (the last day the Common Stock traded in the 1996 fiscal
year) of $7.875 per share, as reported by NASDAQ.
Employment Agreement
The Company is party to an employment agreement with B.
Brinkerhoff McCagg expiring in December 1997. Mr. McCagg's
employment agreement provides that he will serve as Chief
Executive Officer for a term of two years. His annual salary is $125,000,
subject to increases as are approved at the discretion of the Board of
Directors. The employment agreement requires that substantially all of
Mr. McCagg's business time be devoted to the Company and that he not compete
or engage in a business competitive with the Company's current business for
the term of the agreement and for two years thereafter. Mr. McCagg is also
entitled to certain fringe benefits, including the use of an automobile and
health care related expenses.
Stock Option Plans
The Company maintains stock option plans designated as the 1992 Stock
Option Plan (the "1992 Plan") and the 1996 Stock Option Plan (the "1996
Plan") collectively the "Option Plans" pursuant to each of which 500,000
shares of Common Stock have been reserved for issuance upon the exercise of
options designated as either (i) incentive stock options ("ISOs") under the
Internal Revenue Code of 1986, amended (the "Code") or (ii) non-qualified
options. ISOs may be granted to consultants, directors (whether or not they
are employees), employees or officers of the Company. In certain
circumstances, the exercise of stock options may have an adverse effect on
the market price of the Company's Common Stock.
The purpose of the Option Plans is to encourage stock ownership by
certain directors, officers and employees of the Company and certain other
persons instrumental to the success of the Company and give them a greater
personal interest in the success of the Company. The Option Plans are
administered by the Board of Directors. The Board, within the limitations of
the Option Plans, determines the persons to whom options will be granted, the
number of shares to be covered by each option, whether the options granted
are intended to be ISOs, the duration and rate of exercise of each option, the
option purchase price per share and the manner of exercise, the time, manner
and form of payment upon exercise of an option, and whether restrictions such
as repurchase rights in the Company are to be imposed on shares subject to
options. ISOs granted under the Option Plans may not be granted at a price
less than the fair market value of the Common Stock on the date of grant (or
110% of fair market value in the case of persons holding 10% or more of the
voting stock of the Company). The aggregate fair market value of shares for
which ISOs granted to any employee are exercisable for the first time by such
employee during any calendar year (under all stock option plans of the Company
and any related corporation) may not exceed $100,000. Non-qualified options
granted under the Option Plans may not be granted at a price less than the fair
market value of the Common Stock on the date of grant. Options granted under
the Option Plans will expire not more than ten years from the date of grant
(five years in the case of ISOs granted to persons holding 10% or more of the
voting stock of the Company). Any options granted under the Option Plans are
not transferable during the optionee's lifetime but are transferable at death by
will or by the laws of descent and distribution.
As of the date of this Report, options to purchase an aggregate of
370,000 shares of Common Stock are outstanding under the 1992 Plan, and no
options have been granted under the 1996 Plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of September 30, 1996, the name and
number of shares of Common Stock held by each person known to the Company to
own beneficially more than five percent (5%) of the Company's Common Stock
and the number of shares owned by each director and executive officer of the
Company and all directors and executive officers as a group. Each of the
following has an address c/o Environmental Technologies Corp., 550 James Street,
Lakewood, New Jersey 08701. All shares are owned directly by the named person.
Number of
Name Shares Owned Percent of Class<FN1>
- ---- ------------ ---------------------
George Cannan, Sr. 1,809,793<FN2> 34.5%
Richard G. Schmeling 26,000<FN3> 0.5%
Caroline Costante 93,261<FN4> 1.8%
B. Brinkerhoff McCagg 346,750<FN5> 6.6%
Kenneth Shapiro 25,000<FN6> 0.5%
Carlos E. Aguero 472,938 9.2%
John Stefiuk 10,000<FN7> 0.2%
All Directors and Officers as
a Group (7 persons) 2,783,742<FN8> 54.0%
_________________________
<FN1> A person is deemed to be the beneficial owner of securities that can
be acquired by such person within 60 days from the date of this Report upon the
exercise of warrants or options. Each beneficial owner's percentage ownership is
determined by assuming that options or warrants that are held by such person
(but not those held by any other person) and which are exercisable within 60
days from the date of this Report have been exercised.
<FN2> Includes 90,000 shares of Common Stock issuable upon the exercise of
stock options which are presently exercisable.
<FN3> Includes 26,000 shares of Common Stock issuable upon the exercise of
stock options which are presently exercisable.
<FN4> Consists of 20,000 shares of Common Stock issuable upon the exercise of
stock options which are presently exercisable.
<FN5> Includes 65,000 shares of Common Stock issuable upon the exercise of stock
options, none of which are presently exercisable.
<FN6> Includes 25,000 shares of Common Stock issuable upon the exercise of stock
options, none of which are presently exercisable.
<FN7> Consists of 10,000 shares of Common Stock issuable upon the exercise of
stock options which are presently exercisable.
<FN8> Includes 90,000, 26,000, 20,000 and 10,000 shares of Common Stock issuable
to George Cannan, Sr., Richard G. Schmeling, Caroline Costante and John
Stefiuk, respectively, upon the exercise of stock options which are presently
exercisable and 65,000 and 25,000 shares of Common Stock issuable to B.
Brinkerhoff McCagg and Kenneth Shapiro, respectively, none of which are
presently exercisable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company's executive offices and refrigerant packaging and
distribution operations are located in a 21,000 square foot building situated
at 550 James Street, Lakewood, New Jersey 08701. The building is leased at a
rental of $10,000 per month from George Cannan, Sr., the Company's founder,
Chairman and principal stockholder, pursuant to a month-to-month lease. The
Company believes that the terms of such lease are at least as favorable as
those which it could obtain from a non-affiliated third party.
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Description
------- -----------
3.1 Amended and Restated Certificate of Incorporation
3.2 By-Laws*
4.1 Form of Underwriter's Warrant*
4.2 Form of Warrant Agency Agreement together with attached form
of Redeemable Common Stock Purchase Warrant*
10.1 1992 Stock Option Plan*
10.2 1996 Stock Option Plan**
21.1 Subsidiaries of Registrant
23.1 Consent of Plante & Moran LLP
23.2 Consent of KPMG Peat Marwick LLP
* Filed as an Exhibit to the Company's Registration Statement on Form S-1
(File No. 33-53496) and incorporated herein by reference.
** Filed as an Exhibit to the Company's Proxy Statement dated June 27, 1996
and incorporated herein by reference.
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, in the Township of Lakewood, State of
New Jersey on the 7th day of January, 1997.
ENVIRONMENTAL TECHNOLOGIES CORP.
BY: /s/George Cannan, Sr.
---------------------
GEORGE CANNAN, SR., Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons in the capacities and on
the date indicated:
Signature Title Date
- --------- ------ -----
/s/George Cannan, Sr. Chairman January 7, 1997
- --------------------- and Director
GEORGE CANNAN, SR. Principal Executive
Officer
/s/B. Brin McCagg Chief Executive Officer January 7, 1997
- ---------------------- Director
B. BRINKERHOFF MCCAGG
/s/Richard G. Schmeling Vice President-Finance January 7, 1997
- ----------------------- Chief Financial Officer
RICHARD G. SCHMELING Principal Financial
and Accounting Officer
/s/Caroline Costante Secretary and January 7, 1997
- -------------------- Director
CAROLINE COSTANTE
/s/John Stefiuk Director January 7, 1997
- --------------------
JOHN STEFIUK
/s/Carlos E. Aguero Director January 7, 1997
- ---------------------
CARLOS E. AGUERO
<PAGE>
Exhibit 21.1 Subsidiaries of Registrant
Effective December 31, 1996 the subsidiaries of the Company were:
Environmental Materials Corp.
Envirogroup Services, Inc.
Refrigerant Reclaim Services, Inc.
FulCircle Recyclers, Inc.
E.M.C. Export Co., Inc.<PAGE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in Registration Statements
(Nos. 33-86494, No. 333-8487, and 33-8355) on Forms SB-2, S-3 and S-8,
respectively, of Environmental Technologies Corp. of our report dated
December 7, 1994, with respect to the consolidated statements of income,
stockholders' equity and cash flows for the years ended September 30, 1994
included in the September 30, 1996 Annual Report on Form 10-K of Environmental
Technologies Corp.
PLANTE & MORAN, LLP
January 10, 1997
Benton Harbor, Michigan Exhibit 23.2
<PAGE>
Independent Auditors' Consent
The Board of Directors
Environmental Technologies Corp.:
We consent to incorporation by reference in the Registration Statements
(no. 33-86494, No. 333-8487 and No. 333-8355) on Forms SB-2, S-3 and S-8,
respectively, of Environmental Technologies Corp. of our report, dated
December 30, 1996, relating to the consolidated balance sheets of
Environmental Technologies Corp. and subsidiaries as of September 30, 1996
and 1995, and the related consolidated statements of income, stockholders'
equity, and cash flows for the years then ended, which report appears in the
September 30, 1996 annual report on Form 10-K of Environmental Technologies
Corp.
Our report indicates that the consolidated financial statements of
Environmental Technologies Corp. and subsidiaries for the year ended September
30, 1994 were audited by other auditors whose report thereon dated
December 7, 1994 expressed an unqualified opinion on those consolidated
financial statements. We did not audit the financial statements of FulCircle
Recyclers, Inc. as of and for the year ended September 30, 1995, acquired
pursuant to a business combination as of December 31, 1995 and accounted for as
a pooling of interests, which financial statements reflect total assets and net
sales constituting 7% and 17%, respectively, of the related consolidated totals
in 1995. Those financial statements were audited by other auditors whose report
has been furnished to us, and our opinion, insofar as it relates to the amounts
included for FulCircle Recyclers, Inc. as of and for the year ended September
30, 1995, is based solely on the report of the other auditors.
KPMG Peat Marwick llp
Short Hills, New Jersey
January 10, 1997
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 942,709
<SECURITIES> 0
<RECEIVABLES> 4,498,318
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<CURRENT-ASSETS> 28,380,608
<PP&E> 2,153,150
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0
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<TOTAL-LIABILITY-AND-EQUITY> 31,906,727
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<TOTAL-REVENUES> 34,542,675
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