ENERTECK CORP - Quarter Report: 2009 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-Q
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2009
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from to
______
Commission
file number 0-31981
ENERTECK
CORPORATION
(Exact
name of Registrant as Specified in its Charter)
Delaware
|
47-0929885
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
of
incorporation or
|
Identification
No.)
|
organization)
|
|
10701
Corporate Drive, Suite 150
|
|
Stafford,
Texas
|
77477
|
(Address
of principal
|
(Zip
Code)
|
executive
offices)
|
(281)
240-1787
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes x No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definition of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
accelerated filer ¨
|
Accelerated
filer
¨
|
Non-accelerated
filer ¨
|
Smaller
reporting
company
x
|
Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act).
Yes ¨ No x
State the
number of shares outstanding of each of the Issuer’s classes of common stock, as
of the latest practicable date: Common, $.001 par value per share; 20,937,788
outstanding as of August 1, 2009.
PART
I - FINANCIAL INFORMATION
ENERTECK
CORPORATION
Index to
Financial Information
Period
Ended June 30, 2009
Item
|
Page
|
Item
1 – Consolidated Financial Statements (Unaudited):
|
|
Consolidated
Balance Sheets
|
3
|
Consolidated
Statements of Operations
|
4
|
Consolidated
Statements of Cash Flows
|
5
|
Notes
to Consolidated Financial Statements
|
6
|
Item
2 – Management’s Discussion and Analysis
of Financial Condition and Results of Operations
|
8
|
Item
3 – Quantitative and Qualitative Disclosures
About
Market Risk
|
15
|
Item
4T – Controls and Procedures
|
15
|
2
ENERTECK
CORPORATION and SUBSIDIARY
CONSOLIDATED
BALANCE SHEETS
(Unaudited)
Unaudited
|
Audited
|
|||||||
June
30, 2009
|
Dec.
31, 2008
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
|
$ | 752,787 | $ | 106,240 | ||||
Inventory
|
200,857 | 161,019 | ||||||
Receivables
– Trade
|
27,963 | 10,036 | ||||||
Receivables
- Employee
|
100 | 100 | ||||||
Prepaid
Expenses
|
44,063 | 11,584 | ||||||
Total
current assets
|
$ | 1,025,769 | 288,979 | |||||
Intellectual
Property
|
$ | 2,175,302 | 2,175,302 | |||||
Property
and equipment, net of accumulated depreciation of $257,475 and $240,614,
respectively
|
82,229 | 98,091 | ||||||
Total
assets
|
$ | 3,283,300 | $ | 2,562,372 | ||||
LIAB.
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current
liabilities
|
||||||||
Notes
Payable - Current Portion
|
$ | 500,000 | $ | 500,000 | ||||
Accounts
payable
|
52,801 | 8,204 | ||||||
Shareholder
Advances
|
380,000 | 0 | ||||||
Accrued
Interest
|
40,400 | 20,001 | ||||||
Other
Accrued liabilities
|
105,000 | 28,795 | ||||||
Total
current liabilities
|
$ | 1,078,201 | $ | 577,000 | ||||
Long
Term Liabilities
|
||||||||
Notes
Payable
|
$ | 500,000 | $ | 500,000 | ||||
Total
Long Term Liabilities
|
$ | 500,000 | $ | 500,000 | ||||
Stockholders’
Equity (Deficit)
|
||||||||
Common
stock, $.001 par value, 100,000,000 shares authorized, 20,937,788 and
19,087,788 shares issued and outstanding, respectively
|
20,938 | 19,088 | ||||||
Additional
paid-in capital
|
21,961,084 | 20,886,996 | ||||||
Accumulated
deficit
|
(20,276,923 | ) | (19,400,712 | ) | ||||
Total
stockholders’ equity
|
1,705,100 | 1,505,373 | ||||||
Total
liabilities and stockholders’ equity (deficit)
|
$ | 3,283,300 | $ | 2,562,372 |
3
ENERTECK
CORPORATION and SUBSIDIARY
CONSOLIDATED
STATEMENTS OF OPERATIONS
Three and
Six Months Ended June 30, 2009 and 2008
(Unaudited)
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Revenues
|
$ | 43,908 | $ | 154,653 | $ | 65,060 | $ | 274,998 | ||||||||
Cost
of goods sold
|
13,588 | 25,116 | 20,024 | 41,125 | ||||||||||||
Gross
profit
|
$ | 30,319 | $ | 129,537 | $ | 45,036 | $ | 233,873 | ||||||||
General
and Administrative Expenses:
|
||||||||||||||||
Wages
|
$ | 200,144 | $ | 105,596 | $ | 384,465 | $ | 212,248 | ||||||||
Stock-based
Compensation
|
250,469 | 0 | 275,938 | 47,074 | ||||||||||||
Depreciation
|
8,447 | 9.566 | 16,861 | 19,132 | ||||||||||||
Other
Selling, Gen. & Admin. Exp.
|
150,009 | 99,655 | 233,620 | 194,625 | ||||||||||||
Total
Expenses
|
$ | 609,069 | $ | 214,817 | $ | 910,884 | $ | 473,079 | ||||||||
Operating
loss
|
$ | (578,750 | ) | $ | (85,280 | ) | $ | (865,848 | ) | $ | (239,206 | ) | ||||
Interest
Income
|
24 | 4,574 | 58 | 8,664 | ||||||||||||
Other
Income
|
10,030 | 2,765 | 9,988 | 3,388 | ||||||||||||
Interest
expense
|
(10,307 | ) | (15,896 | ) | (20,410 | ) | (31,126 | ) | ||||||||
Net
Income (loss)
|
$ | (579,003 | ) | $ | (93,837 | ) | (876,211 | ) | (258,280 | ) | ||||||
Weighted
average shares outstanding:
|
$ | (0.03 | ) | $ | (0.01 | ) | $ | (.05 | ) | $ | (0.01 | ) | ||||
Basic
and diluted
|
19,417,458 | 17,948,356 | 19,253,534 | 17,854,857 |
4
ENERTECK
CORPORATION and SUBSIDIARY
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Six
Months Ended June 30, 2009 (Unaudited)
June
30,
|
June
30,
|
|||||||
2009
|
2008
|
|||||||
Net
(loss)
|
$ | (876,211 | ) | $ | (258,280 | ) | ||
Adjustments
to reconcile net loss to cash used in operating
activities:
|
||||||||
Depreciation
|
16,861 | 19,132 | ||||||
Common
Stock to Consultants
|
225,000 | 0 | ||||||
Warrants
/Options Expense
|
50,938 | 47,074 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
(17,927 | ) | 33,318 | |||||
Inventory
|
(39,838 | ) | 6,460 | |||||
Prepaid
expenses and other
|
(32,479 | ) | (20,313 | ) | ||||
Accounts
payable
|
44,598 | (4,710 | ) | |||||
Accrued
Interest payable
|
20,400 | 31,126 | ||||||
Accrued
Liabilities
|
76,203 | 31,057 | ||||||
NET
CASH USED IN OPERATING ACTIVITIES
|
$ | (532,453 | ) | $ | (115,136 | ) | ||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Capital
expenditures
|
$ | (999 | ) | 0 | ||||
Employee
advances
|
0 | $ | 4,484 | |||||
CASH
PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
$ | (999 | ) | $ | 4,484 | |||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Shareholder
Advances
|
$ | 380,000 | $ | 353,318 | ||||
Exercise
of Warrants
|
333,800 | |||||||
Proceeds
from sale of common stock
|
800,000 | 0 | ||||||
CASH
PROVIDED BY FINANCING ACTIVITIES
|
$ | 1,180,000 | $ | 687,118 | ||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
$ | 646,547 | $ | 576,466 | ||||
Cash
and cash equivalents, beginning of Quarter
|
106,240 | 319,126 | ||||||
Cash
and cash equivalents, end of Quarter
|
$ | 752,787 | $ | 895,592 | ||||
Cash
paid for:
|
||||||||
Income
tax
|
$ | 0 | $ | 0 | ||||
Interest
|
$ | 0 | $ | 0 |
5
ENERTECK
CORPORATION and SUBSIDIARY,
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – BASIS OF PRESENTATION
The
accompanying Unaudited interim consolidated financial statements of EnerTeck
Corporation have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with the
audited consolidated financial statements and notes thereto contained in
EnerTeck’s Annual Report filed with the SEC on Form 10-K. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the consolidated financial
statements which would substantially duplicate the disclosure contained in the
audited consolidated financial statements for fiscal 2008 as reported in the
Form 10-K have been omitted.
NOTE
2 - INCOME (LOSS) PER COMMON SHARE
The basic
net income (loss) per common share is computed by dividing the net income (loss)
applicable to common stockholders by the weighted average number of common
shares outstanding.
Diluted
net income (loss) per common share is computed by dividing the net income
applicable to common stockholders, adjusted on an "as if converted" basis, by
the weighted average number of common shares outstanding plus potential dilutive
securities. For 2009 and 2008, potential dilutive securities had an
anti-dilutive effect and were not included in the calculation of diluted net
loss per common share.
NOTE
3 – INTELLECTUAL PROPERTY
In July
2006, EnerTeck acquired the EnerBurn technology. The purchase price
for the EnerBurn technology is to be paid as follows: (i) $1.0 million cash paid
on July 13, 2006, and (ii) promissory note for $2.0 million bearing interest
each month at a rate of 4.0% per annum, compounded monthly, and which shall be
paid in four annual payments of $500,000 plus accumulated interest to that date
on each anniversary of the closing until the entire purchase price is paid in
full. Due to recent litigation commenced between the Company and the
seller of the EnerBurn technology, the Company has requested the court to grant
it leave to pay the remaining installments, including the installment due July
13, 2009, into the registry of the court pending adjudication of such
matter. The next and final payment to complete the purchase will
be due on July 13, 2010. EnerTeck has determined that the life
of the intellectual property is indefinite. The asset was tested for
impairment as part of the 2008 annual audit and an impairment of approximately
$825,000, based solely upon the reported sales since purchase, was taken to meet
reporting requirements. We feel, based on current
activity that no further impairment will be required.
NOTE
4 - STOCK-BASED COMPENSATION
Effective
January 1, 2006, EnerTeck began recording compensation expense associated with
stock options and other forms of equity compensation in accordance with
Statement of Financial Accounting Standards No. 123R, Share-Based Payment, as
interpreted by SEC Staff Accounting Bulletin No. 107. Prior to
January 1, 2006, EnerTeck had accounted for stock options according to
the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations, and therefore no related
compensation expense was recorded for awards granted with no intrinsic value.
EnerTeck adopted the modified prospective transition method provided for under
SFAS No. 123R, and, consequently, have not retroactively adjusted results from
prior periods. Under this transition method, compensation cost associated with
stock options recognized in the first quarter of fiscal 2006 includes the
quarterly amortization related to the remaining unvested portion of all stock
option awards granted prior to January 1, 2006, based on the grant date fair
value estimated in accordance with the original provisions of SFAS No.
123.
6
EnerTeck
granted 64,200 stock options to employees during the three months ended June 30,
2008 under the Enerteck Corporation 2003 Stock Option
Plan. These options were divided based upon current
compensation levels to all current salaried employees. As part
of his employment contract, on March 27, 2009, Mr. Gary Aman was granted 200,000
non-statutory stock options, 100,000 of which were fully vested at the end of
the second quarter of 2009; the remainder shall become 100% vested on January 1,
2010 and shall expire March 27, 2014.
In May
2009, the Company issued 250,000 shares of common stock to Wakabayashi Fund, LLC
(“Wakabayashi”) for consulting services to be rendered pursuant to a consulting
agreement entered into in May 2009 between the Company and
Wakabayashi. Such shares were valued at the closing price of Company
stock at the date of issuance and an expense of $225,000 was
recorded.
NOTE
5 - EXERCISE OF WARRANTS
During
the second quarter of 2008, the Company issued 526,334 shares of common stock
upon the exercise of warrants at an aggregate exercise price of
$333,800. Such warrants were exercised following the temporary
reduction in the warrant exercise prices of all of the Company’s then
outstanding warrants by 40.0% effective immediately through and including June
2, 2008, which was extended until June 30, 2008. No warrants have
been exercised during 2009.
NOTE
6 – PRIVATE OFFERING
During
June 2008, the Board of Directors of the Company authorized a private offering
of stock and warrants. Pursuant thereto and during the first quarter
of 2008, the Company issued 800,095 shares of its common stock at $0.70 per
share to 15 investors for total gross proceeds of $560,066.50. The
investors were also issued a total of 400,047.5 warrants exercisable into shares
of common stock at $1.20 per share.
During
the second quarter of 2009, we issued 1,600,000 shares of our common stock at
$0.50 per share to five investors for total gross proceeds of $800,000 in a
private placement offering to accredited investors only. An
additional $380,000 has been advanced towards this offering from four other
investors during the second quarter of 2009.
NOTE
7 – SUBSEQUENT EVENT
As of
July 21, 2009, EnerTeck granted 64,200 stock options to employees under the
Enerteck Corporation 2003 Stock Option Plan. These options were
divided based upon current compensation levels to all current salaried
employees.
7
Item
2. Management’s Discussion and Analysis of Plan of
Operation
The following should be read in
conjunction with the consolidated financial statements of the Company included
elsewhere herein.
FORWARD-LOOKING
STATEMENTS
When used in this report, the words
“may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “intend,”
“plans”, and similar expressions are intended to identify forward-looking
statements regarding events, conditions and financial trends which may affect
our future plans of operations, business strategy, operating results and
financial position. Forward looking statements in this report include
without limitation statements relating to trends affecting our financial
condition or results of operations, our business and growth strategies and our
financing plans.
Such
statements are not guarantees of future performance and are subject to risks and
uncertainties and actual results may differ materially from those included
within the forward-looking statements as a result of various
factors. Such factors include, among other things, general economic
conditions; cyclical factors affecting our industry; lack of growth in our
industry; our ability to comply with government regulations; a failure to manage
our business effectively; our ability to sell products at profitable yet
competitive prices; and other risks and factors set forth from time to time in
our filings with the Securities and Exchange Commission.
Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date made. We undertake no obligation to publicly
release the result of any revision of these forward-looking statements to
reflect events or circumstances after the date they are made or to reflect the
occurrence of unanticipated events.
EXECUTIVE
OVERVIEW
EnerTeck Corporation (the “Company” or
“EnerTeck Parent”) was incorporated in the State of Washington on July 30, 1935
under the name of Gold Bond Mining Company for the purpose of acquiring,
exploring, and developing and, if warranted, the mining of precious metals. We
subsequently changed our name to Gold Bond Resources, Inc. in July 2000. We
acquired EnerTeck Chemical Corp. (“EnerTeck Sub”) as a wholly owned subsidiary
on January 9, 2003. For a number of years prior to our acquisition of EnerTeck
Sub, we were an inactive, public “shell” corporation seeking to merge with or
acquire an active, private company. As a result of this acquisition, we
are now acting as a holding company, with EnerTeck Sub as our only
operating business. Subsequent to this transaction, on November 24, 2003 we
changed our domicile from the State of Washington to the State of Delaware,
changed our name from Gold Bond Resources, Inc. to EnerTeck Corporation and
affected a one for 10 reverse common stock split. Unless the context
otherwise requires, the terms “we,” “us” or “our” refer to EnerTeck Corporation
and its consolidated subsidiary.
EnerTeck Sub, our wholly owned
operating subsidiary, was incorporated in the State of Texas on November 29,
2000. It was formed for the purpose of commercializing a diesel fuel specific
combustion catalyst known as EnerBurn®, as well as other combustion enhancement
and emission reduction technologies. Nalco/Exxon Energy Chemicals, L.P.
(“Nalco/Exxon L.P.”), a joint venture between Nalco Chemical Corporation and
Exxon Corporation commercially introduced EnerBurn in 1998. When Nalco/Exxon
L.P. went through an ownership change in 2000, our founder, Dwaine Reese, formed
EnerTeck Sub. It acquired the EnerBurn trademark and related assets and took
over the Nalco/Exxon L.P. relationship with the EnerBurn formulator and blender,
and its supplier, Ruby Cat Technology, LLC (“Ruby Cat”).
We utilize a sales process that
includes detailed proprietary customer fleet monitoring protocols in on-road
applications that quantify data and assists in managing certain internal
combustion diesel engine operating results while utilizing EnerBurn. Test data
prepared by Southwest Research Institute and actual customer usage has indicated
that the use of EnerBurn in diesel engines improves fuel economy, lowers smoke,
and decreases engine wear and the dangerous emissions of both Nitrogen Oxide
(NOx) and microscopic airborne solid matter (particulates). Our
principal target markets presently include the trucking, heavy construction and
maritime shipping industries. We also expect that revenues will be
derived in the future from the railroad, mining and offshore drilling
industries. Each of these industries share certain common financial
characteristics, i.e. (i) diesel fuel represents a disproportionate share of
operating costs; and (ii) relatively small operating margins are prevalent.
Considering these factors, management believes that the use of EnerBurn and the
corresponding derived savings in diesel fuel costs can positively affect the
operating margins of its customers while contributing to a cleaner
environment.
8
RESULTS
OF OPERATIONS
Revenues
We recorded $44,000 sales revenues for
the three months and $65,000 for the six months ended June 30, 2009, compared to
sales revenues of $155,000 and 275,000, in the same periods of
2008. The decrease in revenues for the first six months of 2009
compared to the prior year period was primarily due to the drastic slow down in
the economy. The equipment problems with the
chemical delivery infrastructure on the Mississippi River discovered during 2008
have been investigated and corrected during the later portions of 2008 and are
in the process of being tested. This should result in an increase in
sales in the future as the economy recovers. These
equipment upgrades allow for a much higher use rate of EnerBurn on the
Mississippi River. In addition, as the
economy hopefully improves, this business should increase back to or greater
than prior levels during the latter part of 2009 and into 2010.
We also determined that for the future
growth of the EnerBurn market it is necessary to restructure our marketing force
and make a concerted effort to expand into larger U.S. and international
markets. We believe our initial efforts in this area have
been successful. Effective January 1, 2009, the marketing effort for
the Company changed with the addition of a new executive officer (who has been
and remains a director), a change in marketing personnel and a new focus on
marketing strategy. During the second quarter of 2009, we
were notified of a commitment from one of the nation’s largest
trucking companies that the tests had been successful and that it would be going
full fleet with the utilization of EnerBurn in its fleet. However, to
date, no sales have been made to this trucking company. We are also working on
the opening of other new markets both within the U.S. and in Europe and
anticipate the generation of considerable new sales during the latter part of
2009 and 2010.
On July
28, 2005, EnerTeck Sub had entered into an Exclusive Reseller and Market
Development Agreement (the “Custom Agreement”) with Custom, a subsidiary of
Ingram Barge. Under the Custom Agreement, EnerTeck Sub has appointed
Custom, which provides dockside and midstream fueling from nine service
locations in Louisiana, Kentucky, Illinois, West Virginia, Missouri and Iowa, as
its exclusive reseller of EnerBurn and the related technology on the Western
Rivers of the United States, meaning the Mississippi River, its tributaries,
South Pass, and Southwest Pass, excluding the Intra Coastal
Waterway. The Agreement has an initial term of three years and renews
automatically for successive one year terms but can be terminated upon 60 days
prior written notice by either party. Custom is not required to
purchase a minimum volume of EnerBurn during the term of the Custom Agreement.
Subsequent to the signing of the Custom Agreement, Custom obtained the
regulatory approvals and installed the blending equipment necessary to
facilitate its distribution of EnerBurn. In February 2006, we
delivered our first shipment of EnerBurn to Custom by delivering 4,840
gallons. During most of 2006, Custom concentrated on completing the
required infrastructural work to allow Custom to begin servicing the Ingram and
other fleets. This work was completed late in the second quarter of
2006 and treatment of the Ingram fleet was commenced. Late in the
second quarter, Custom placed a second order of 4,840
gallons. However, Custom was unable to take delivery until late in
the fourth quarter of 2006. Sales to Custom, currently the Company’s
largest customer have been slower than initially anticipated principally due to
an equipment problems and delay in the completion of a principal Marine fueling
facility for EnerBurn on the Mississippi River. We believe that each
of these problems has been addressed and have been corrected and are in the
process of being tested. We anticipate sales in this market will
increase significantly during the latter part of 2009.
We expect future revenue trends to
initially come from the trucking, rail, heavy construction and maritime
industries, and subsequently expect revenues to also be derived from the mining
and offshore drilling industries. We expect this to occur as sales increase and
the sales and marketing strategies are implemented into the targeted markets and
we create an understanding and awareness of our technology through proof of
performance demonstrations with potential customers.
Our future growth is significantly
dependent upon our ability to generate sales from heavy construction companies
such as those currently coming on line, trucking companies with fleets of 500
trucks or more, and barge and tugboat companies with large maritime fleets, and
railroad, mining and offshore drilling and genset applications. Our main
priorities relating to revenue are: (1) increase market awareness of EnerBurn
product through its strategic marketing plan, (2) growth in the number of
customers and vehicles or vessels per customer, (3) accelerating the current
sales cycle, and (4) providing extensive customer service and
support.
In early September 2006, we made our
initial sale to a member of the heavy construction industry working in the South
Central Texas area. After successful testing this initial customer
has led to introductions and initial testing with a large concrete company in
West Texas, one of the largest highway contracts in the state of Texas and most
recently one to largest highway and heavy construction contractor in the United
States. We feel as this market matures it can become a major source
of business for the Company.
9
Also, negotiations continue for the
demonstration and testing with a major American railroad
company. This follows several years of successful usage of EnerBurn,
our principal product for several years with a small railroad company, working
principally in the Houston area. Successful completion of this
test, which is projected to take several months, should lead to the Company’s
entry into a significantly larger market.
Gross
Profit
Gross profit, defined as revenues less
cost of goods sold, was $30,000 or 69.0% of sales for the three month period
ended June 30, 2009, compared to $130,000 or 83.8% of sales for the three period
ended June 30, 2008. For the six months ended June 30, 2009, gross
profit was $45,000 or 69.3% of sales as compared to $234,000 or 85.0% of sales
for the six months ended June 30, 2008. In terms of absolute dollars,
the decrease for the three and six month periods is a direct reflection of
the difference in sales volume for the two periods in 2009 compared to the
comparable periods of 2008 . It is expected that sales
should increase significantly during the later part of 2009 and thereafter due
to the recent completion of testing and the closing of sales with one of the
major U.S. trucking companies.
Cost of goods sold was $14,000 and
$20,000 for the three and six month periods ended June 30, 2009, which
represented 31.0% and 30.8% of revenues, as compared to $25,000 and $41,000 for
the three and six months ended June 30, 2008 which represented 16.2% and 15.0%
of revenues. Since its purchase in July 2006, we have owned the
EnerBurn technology and associated assets. Although our manufacturing
is performed for us by an unrelated third party, we should continue to realize
better gross margins due to the manufacturing our own product lines, compared to
those we had achieved in the past when we purchased all of our products from an
outside vendor.
Costs and
Expenses
Operating
expenses were $609,000 for the three months and $911,000 for the six months
ended June 30, 2009 as compared to $215,000 for the three months and $473,000
for the six months ended June 30, 2008. A significant portion
of such increase for the six month period of 2009 was due to the hiring of Mr.
Gary Aman as our new president, $225,000 in non-cash consulting compensation for
shares of common stock issued, and the additional cost on testing for
two large potential customers. .. Other operating
expenses did not significantly change for the three and six months ended June
30, 2009 compared to June 30, 2008.
Other
selling, general and administrative expenses increased to $150,000 for the three
months and $234,000 for the six month ended June 30, 2009 from
$100,000 and $195,000 for the prior year periods. In addition, wages
increased to $200,000 for the three months and $385,000 for the six months ended
June 30, 2009 from $106,000 and $212,000 for the prior year periods,
and depreciation decreased to $8,000 for the three months and $17,000 for the
six months ended June 30, 2009 from $10,000 for the three months and $19,000 for
the six months ended June 30, 2008. Costs and expenses in all periods
primarily consisted of wages, professional fees, rent expense, amortization
expense and other selling, general and administrative expenses.
Other
Income and Expenses for the three months ended June 30, 2009 were a negative
$200 for the three months and $10,000 for the six months as compared to a
negative $9,000 for the three months and negative $19,000 for the six months
ended June 30, 2008.
Net
Loss
We reported a net loss of $579,000
during the three months and $876,000 for the six months ended June 30, 2009, as
compared to net losses of $94,000 for the three months and $258,000 for the six
months ended June 30, 2008. The additional loss was due to a
combination of lower than anticipated sales volume for the period, combined with
the increase in wages with the addition of our new president and for the
$225,000 non cash compensation to a consultant.
We realized early in 2008 that a change
in our marketing effort had to be made to allow us to grow. Our
ability to produce net income in the future will be dependent upon our ability
to increase revenues faster than we increase our selling, general and
administrative expenses, research and development expense and other expenses.
The success of our large new client demonstrations performed during the first
quarter and second quarter of 2009 is critical to the future success of our
business although there are no guarantees that these demonstrations will
generate sales with these potential new clients.
10
Operations Outlook
Beginning in 2005, management began a
period of reassessing the Company’s direction. Due to a lack of working capital,
and a nearly complete turnover in upper management and sales staff dating back
into 2004, senior management changed its method of marketing the operation
during 2005. The majority of the marketing effort for 2005 was
directed at targeting and gaining a foothold in one of our major target areas,
the inland marine diesel market. Management focused virtually all
resources at pinpointing and convincing one major customer within this market,
Custom, to go full fleet with our diesel fuel additive product
lines. A substantial portion of 2005 was spent testing our primary
product, EnerBurn, on one large inland marine vessel belonging to this major
potential customer. This resulted in the signing of the Custom
Agreement and delivery of the first shipment of EnerBurn to Custom as discussed
above. This initial purchase order plus the second order received in
the second quarter of 2006, amount in size to more revenue and a higher margin
than all the orders combined for 2005, 2004 and 2003. In
addition to our efforts in the marine sales, the sales effort resulted in
initial sales to customers in the heavy construction industry market beginning
in the first quarter of 2006 in which we have used the same strategies that had
successfully started with the marine market. To date, we have
signed on three new customers with testing to begin with another major heavy
equipment contractor in the very near future.
At
present, one customer, Custom, represents a majority of
our sale revenues. With Custom’s assistance, however, negotiations
are currently underway with several other large customers in the same industry
to expand this market. The loss of Custom as a customer would
adversely affect our business and we cannot provide any assurances that we could
adequately replace the loss of this customer. Sales revenues to
Custom and its clients have been less to date than had originally been
projected. This has been due primarily to the equipment malfunction
and delay in the completion of a principal Marine fueling facility as described
above. With our assistance, each of these problems has been addressed
and have been corrected and are in the process of being
tested. It is expected that sales should show significant
increases in the latter part of 2009 and into 2010. It is also
anticipated that other new customers coming on board during the latter part of
2009 and 2010 will lessen the impact of a loss of Custom, should that
happen.
A major
change in the way EnerTeck does business commenced early in the first quarter of
2006, with the completion of the purchase of the EnerBurn technology and the
commencement of manufacturing operation. This gives us
permanent, exclusive rights to the EnerBurn formulas and protocols and allows
for a much better gross margin than in the past. The
purchase of the EnerBurn technology and associated assets was completed on July
13, 2006 and both the formulation equipment and raw materials are presently in
place to manufacture for both on and off road product
lines. The opening of the on-road market to our products offers
great potential to the Company in coming years. Our marketing
efforts from that point broadened from principally marine applications to a wide
range of new industries.
Our
management has also determined that it is important to expand the market for the
Company’s products to other industries and other countries. During
the first six months of 2009, we have focused our marketing effort on the
trucking, heavy construction, offshore marine and rail industries. We
believed that it was vital to the long term viability of the Company to expand
the market for EnerBurn to newer, larger markets. Demonstrations of
EnerBurn in each of the markets have either taken place or are in
process. During the second quarter of 2009, we were
notified of a commitment from one of the nation’s largest trucking
companies that the tests had been successful and that it would be going full
fleet with the utilization of EnerBurn in its fleet. However, to
date, no sales have been made to this trucking company.
LIQUIDITY
AND CAPITAL RESOURCES
On June 30, 2009, we had working
capital deficit of ($52,000) and stockholders’ equity of $1,705,000 compared to
a working capital of $110,000 and stockholders’ equity of $2,210,000 on June 30,
2008.
On June 30, 2009, we had $753,000 in
cash, total assets of $3,283,000 and total liabilities of $1,578,000, compared
to $895,000 in cash, total assets of $4,194,000 and total liabilities of
$1,983,000 on June 30, 2008.
The decrease in cash on hand on June
30, 2009, as compared to that of June 30, 2008, was primarily due to lower than
anticipated sales for the period.
11
Cash available increased by $647,000
during the first six months of 2009 to a balance of $753,000 on June 30, 2009 as
compared to $576,000 during the first six months of 2008 to a balance of
$896,000. Net cash used in operating activities was $532,000
for the six months ended June 30, 2009 compared to net cash used in operating
activities of $115,000 for the six months ended June 30,
2008. Such changes from period to period were primarily the
result of a net loss of $876,000 for the six months ended June 30, 2009 compared
to a net loss of $258,000 for the six months ended June 30, 2008, as well as
changes from period to period in accounts receivable, inventory, prepaid
expenses, accounts payable, accrued interest payable and accrued other
expenses.
For the
six months ended June 30, 2009, we had cash used in investing activities of
$1,000 compared to cash provided by investing activities of $4,500 for the six
months ended June 30, 2008. Cash provided by financing activities was
$1,180,000 for the six months ended June 30, 2009 from the sale of common stock
and Shareholder advances. This compares to $687,000 for the
same period in 2008.
On July
13, 2006, we completed the acquisition of the EnerBurn formulas, technology and
associated assets pursuant to an Asset Purchase Agreement executed as of the
same date (the “EnerBurn Acquisition Agreement”) between the Company and the
owner of Ruby Cat (the “Seller”). Pursuant thereto, the Company
acquired from the Seller all of its rights with respect to the liquid
diesel motor vehicle fuel additives known as EC5805A and EC5931A products (the
“Products”) as well as its rights to certain intellectual property and
technology associated with the Products (collectively, the “Purchased
Assets”). The purchase price for the Purchased Assets was $3.0
million, payable as follows: (i) $1.0 million paid on July 13, 2006 in cash, and
(ii) the remaining $2.0 million evidenced by a promissory note (the “Note”)
bearing interest each month at a rate of 4.0% per annum, compounded monthly, and
which shall be paid in four annual payments of $500,000 plus accumulated
interest to that date on each anniversary of the closing until the entire
purchase price is paid in full. In order to secure the debt
represented by the Note, the Company executed and delivered to the Seller a
Security Agreement in which the Company granted the Seller a first priority lien
on the Purchased Assets. The foregoing payments will draw
significantly on future cash reserves. This acquisition, however,
allows us to manufacture our own on and off road versions of the EnerBurn
product line and will allow for significant savings in the cost requirements of
product sales from manufacturing. The first payment of $500,000 was
made in advance in May 2007. An additional $500,000 due July 13, 2008
was also made in advance of the due date, on July 3, 2008. Due to
recent litigation commenced between the Company and the Seller, the Company has
requested the court to grant it leave to pay the remaining installments under
the EnerBurn Acquisition Agreement, including the installment due July 13, 2009,
into the registry of the court pending adjudication of such
matter. The next and final payment to complete the purchase will
be due on July 13, 2010.
In the
past, we have been able to finance our operations primarily from capital which
has been raised. To date, sales have not been adequate to finance our
operations without investment capital. Cash provided by financing
activities was $1,178,000 for the six months ended June 30, 2009 primarily from
the sale of a private placement of common stock. These funds were used primarily
to fund the scheduled 2009 payment of $500,000 due on the purchase of the
intellectual property. This is compared to $687,000 obtained
from financing activities during the six months ended June 30, 2008 from the
sale of stock and the exercise of warrants, the majority of which was used for
the payment on the intellectual property in 2008.
We
anticipate, based on currently proposed plans and assumptions relating to our
operations, that in addition to our current cash and cash equivalents together
with projected cash flows from operations and projected revenues we will require
additional investment to satisfy our contemplated cash requirements for the next
12 months. No assurance can be made that we will be able to obtain
such investment on terms acceptable to us or at all. We anticipate that our
costs and expenses over the next 12 months will be approximately $2.6 million,
which includes the amount we will have to pay in 2009 on the Note and for the
anticipated cost of inventory for late 2009 business. Other than the
Note Payable for the purchase of the intellectual property, we currently have no
material commitments for capital requirements. Our continuation as a
going concern is contingent upon our ability to obtain additional financing and
to generate revenues and cash flow to meet our obligations on a timely
basis. As mentioned above, management acknowledges that sales
revenues for 2008 and for year to date in 2009 have been considerably less than
earlier anticipated. This was primarily due to a combination of
circumstances which have been corrected or are in the process of being corrected
and therefore should not reoccur in the future and the general state of the
economy. Management expects that sales should show significant
increases in the later parts of 2009. No assurances can be made that
we will be able to obtain required financial on terms acceptable to us or at
all. Our contemplated cash requirements beyond 2009 will depend
primarily upon level of sales of our products, inventory levels, product
development, sales and marketing expenditures and capital
expenditures. Management anticipates that sales should show
significant increases during the latter part of 2009.
Inflation has not significantly
impacted our operations.
Off-Balance
Sheet Arrangements
We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.
12
Significant
Accounting Policies
Business
and Basis of Presentation
EnerTeck Corporation, formerly Gold
Bond Resources, Inc. was incorporated under the laws of the State of Washington
on July 30, 1935. On January 9, 2003, the Company acquired EnerTeck Chemical
Corp. ("EnerTeck Sub") as its wholly owned operating subsidiary. As a result of
the acquisition, the Company is now acting as a holding company, with EnerTeck
Sub as its only operating business. Subsequent to this transaction, on November
24, 2003, the Company changed its domicile from the State of Washington to the
State of Delaware, changed its name from Gold Bond Resources, Inc. to EnerTeck
Corporation.
EnerTeck Sub, the Company’s wholly
owned operating subsidiary is a Houston-based corporation. It was incorporated
in the State of Texas on November 29, 2000 and was formed for the purpose of
commercializing a diesel fuel specific combustion catalyst known as EnerBurn
(TM), as well as other combustion enhancement and emission reduction
technologies for diesel fuel. EnerTeck’s primary product is EnerBurn, and is
registered for highway use in all USA diesel applications. The products are used
primarily in on-road vehicles, locomotives and diesel marine engines throughout
the United States and select foreign markets.
Principles
of Consolidation
The consolidated financial statements
include the accounts of EnerTeck Corporation and its wholly-owned subsidiary,
EnerTeck Chemical Corp. All significant inter-company accounts and
transactions are eliminated in consolidation.
Cash
and Cash Equivalents
The Company considers all highly liquid
investments purchased with an original maturity of three (3) months or less to
be cash and cash equivalents.
Inventory
Inventory consists of market ready
EnerBurn plus raw materials required to manufacture the products. Inventory is
valued at the lower of cost or market, using the average cost method. Also
included in inventory are three large Hammonds EnerBurn doser systems amounting
to $57,000, which will be transferred to marine or railroad customers during
2009 and 2010. The Company’s remaining inventory was split on
approximately a 60/40 basis between raw materials and finished goods at June 30,
2009.
Accounts
Receivable
Accounts receivable represent
uncollateralized obligations due from customers of the Company and are recorded
at net realizable value. This value includes an appropriate allowance
for estimated uncollectible accounts to reflect any loss anticipated on the
accounts receivable balances and charged to the provision for doubtful
accounts. The Company calculates this allowance based on historical
write-offs, level of past due accounts and relationships with and economic
status of the customers. As of June 30, 2009, there were no
uncollectible accounts and no allowance has been provided.
Property
and Equipment
Property and equipment are stated at
cost, net of accumulated depreciation. Depreciation is provided for on the
straight-line or accelerated method over the estimated useful lives of the
assets. The average lives range from five (5) to ten (10)
years. Maintenance and repairs that neither materially add to the
value of the property nor appreciably prolong its life are charged to expense as
incurred. Betterments or renewals are capitalized when
incurred.
13
Intangible
Assets
Intellectual property and other
intangibles are recorded at cost. The Company has determined that its
intellectual property has an indefinite life because there is no legal,
regulatory, contractual, competitive, economic or other factor to limits its
useful life, and therefore will not be amortized. For other
intangibles, amortization would be computed on the straight-line method over the
identifiable lives of the assets. The Company has adopted the
provisions of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets, effective for periods beginning January 1, 2002, and
thereafter. SFAS 142 addresses financial accounting and reporting for
acquired goodwill and other intangible assets and supersedes APB Opinion No. 17,
Intangible
Assets. Specifically, the statement addresses how intangible
assets that are acquired should be accounted for in financial statements upon
their acquisition, as well as how goodwill and other intangible assets should be
accounted for after they have been initially recognized in the financial
statements. The statement requires the Company to evaluate its intellectual
property each reporting period to determine whether events and circumstances
continue to support an indefinite life. In addition, the Company will
test its intellectual property for impairment on an annual basis, or more
frequently if events or changes in circumstances indicate that the asset might
be impaired. The statement requires intangible assets with finite
lives to be reviewed for impairment whenever events or changes in circumstances
indicate that their carrying amounts may not be recoverable and that a loss
shall be recognized if the carrying amount of an intangible exceeds its fair
value. The Company tested its intangible assets for impairment as of
December 31, 2008. As a result of an independent examination based on
sales for the years ended December 31, 2008 and 2007, an impairment of the asset
in the amount of $825,000 was required to be recorded which
management believes is a reflection of problems with the marketing
plan. As such, significant changes were made to the plan and
personnel effective January 1, 2009 that will hopefully remedy the situation in
the future.
Revenue
Recognition
The Company follows the provisions of
SEC Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” which
was issued in December 2003, and recognizes revenues when evidence of a
completed transaction and customer acceptance exists, and when title passes, if
applicable. SAB No. 104 codified, revised and rescinded certain
sections of Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition in Financial
Statements”, in order to make this interpretive guidance consistent with
current authoritative accounting guidance and SEC rules and
regulations.
Revenues from sales are recognized at
the point when a customer order has been shipped and invoiced.
Income
Taxes
The Company will compute income taxes
using the asset and liability method. Under the asset and liability method,
deferred income tax assets and liabilities are determined based on the
differences between the financial reporting and tax bases of assets and
liabilities and are measured using the currently enacted tax rates and laws. A
valuation allowance is provided for the amount of deferred tax assets that,
based on evidence from prior years, may not be realized over the next calendar
year or for some years thereafter.
Income
(Loss) Per Common Share
The basic net income (loss) per common
share is computed by dividing the net income (loss) applicable to common
stockholders by the weighted average number of common shares
outstanding.
Diluted net income (loss) per common
share is computed by dividing the net income applicable to common stockholders,
adjusted on an "as if converted" basis, by the weighted average number of common
shares outstanding plus potential dilutive securities. For 2009
and 2008, potential dilutive securities had an anti-dilutive effect and were not
included in the calculation of diluted net loss per common share.
Management
Estimates and Assumptions
The accompanying financial statements
are prepared in conformity with accounting principles generally accepted in the
United States of America which require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Financial
Instruments
The Company’s financial instruments
recorded on the balance sheet include cash and cash equivalents, accounts
receivable, accounts payable and note payable. The carrying amounts
approximate fair value because of the short-term nature of these
items.
14
Stock
Options and Warrants
Effective January 1, 2006, the Company
began recording compensation expense associated with stock options and other
forms of equity compensation in accordance with Statement of Financial
Accounting Standards No. 123R, Share-Based Payment, as
interpreted by SEC Staff Accounting Bulletin No. 107. Prior to
January 1, 2006, EnerTeck had accounted for stock options according to
the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations, and therefore no related
compensation expense was recorded for awards granted with no intrinsic value.
The Company adopted the modified prospective transition method provided for
under SFAS No. 123R, and, consequently, has not retroactively adjusted results
from prior periods. Under this transition method, compensation cost associated
with stock options recognized in the first quarter of fiscal 2006 includes the
quarterly amortization related to the remaining unvested portion of all stock
option awards granted prior to January 1, 2006, based on the grant date fair
value estimated in accordance with the original provisions of SFAS No.
123. There was no unvested portion of stock options or warrants as of
January 1, 2006.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk.
We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.
Item
4T. Controls and
Procedures.
Under the supervision and with the
participation of our management, including the Chief Executive Officer and Chief
Financial Officer, we have evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the
Exchange Act) as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that, as of June 30, 2009, these
disclosure controls and procedures were effective to ensure that all information
required to be disclosed by us in the reports that we file or submit
under the Exchange Act is: (i) recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rule and forms; and (ii)
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.
There have been no changes in internal
control over financial reporting that occurred during the fiscal quarter covered
by this report that have materially affected, or are reasonably likely to
materially affect the Company’s internal control over financial
reporting.
15
PART
II - OTHER INFORMATION
Item
1. Legal
Proceedings.
The
Company is not currently a party to any pending material legal proceeding nor is
it aware of any proceeding contemplated by any individual, company, entity or
governmental authority involving the Company except as described
below.
Based on information which has recently
come to management’s attention that certain confidential and proprietary
information has been disclosed to third parties in violation of the EnerBurn
Acquisition Agreement, the Company filed a petition in April 2009 in Harris
County, Texas, requesting that the court order Econalytic Systems, Inc.
(“Econalytic”) and others to appear for pre-suit
depositions. Although such petition was opposed by Econalytic and
others, the court granted the Company the right to conduct three depositions
which have now been taken.
Econalytic filed suit in late April
2009 against the Company in the District Court, Boulder County, Colorado in
which Econalytic is seeking a declaratory judgment which would permit it to sell
certain technology which Econalytic claims it retained and is permitted to sell
under the EnerBurn Acquisition Agreement. In July
2009, the Company filed an answer and counterclaims against Econalytic in such
action claiming breach of contract and misappropriation of trade secrets and
seeking a declaratory judgment specifically interpreting and clarifying the
Company’s rights under the EnerBurn Acquisition Agreement. In
addition, the Company filed a motion requesting the court grant the Company
leave to pay the remaining installments under the EnerBurn Acquisition Agreement
into the registry of the court pending adjudication of such
matter. The Company intends to take all legal action which may
be necessary to protect its rights under the EnerBurn Acquisition Agreement.
including defending this matter vigorously.
Item 1A.
Risk
Factors.
We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds.
Pursuant to the employment agreement
entered into with Gary B. Aman during the first quarter of 2009, the Company
granted Mr. Aman an option to purchase 200,000 shares of Common Stock of the
Company at an exercise price of $1.00 per share which option shall be 25% vested
as of the date of grant (March 27, 2009), shall become 100% vested on January 1,
2010 and shall expire March 27, 2014.
During the second quarter of 2009, we
issued 1,600,000 shares of our common stock at $0.50 per share to five investors
for total gross proceeds of $800,000 in a private placement offering to
accredited investors only. An additional $380,000 has been
advanced towards this offering from four other investors during the second
quarter of 2009. These securities were sold directly by the
Company, without engaging in any advertising or general solicitation of any kind
and without payment of underwriting discounts or commissions to any
person. The securities were issued in reliance upon the exemption
from registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended, and/or Rule 506 there under.
In May 2009, we issued 250,000 shares
of common stock to Wakabayashi Fund, LLC (“Wakabayashi”) for consulting services
to be rendered pursuant to a consulting agreement entered into in May 2009
between the Company and Wakabayashi. The securities were issued in
reliance upon the exemption from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended.
Item
3. Defaults Upon
Senior Securities.
None.
16
Item
4. Submission of
Matters to a Vote of Security-Holders.
None.
Item
5. Other
Information.
None.
Item 6. Exhibits.
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange
Act)
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange
Act)
|
|
32.1
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
1350)
|
17
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.
ENERTECK
CORPORATION
|
||
(Registrant)
|
||
Dated:
August 13,
2009
|
By:
|
/s/ Dwaine Reese
|
Dwaine
Reese,
|
||
Chief
Executive Officer
|
||
(Principal
Executive Officer)
|
||
Dated: August 13,
2009
|
By:
|
/s/ Richard B. Dicks
|
Richard
B. Dicks,
|
||
Chief
Financial Officer
|
||
(Principal
Financial
Officer)
|
18