ENERTECK CORP - Quarter Report: 2010 September (Form 10-Q)
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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 September 30, 2010
o 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
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47-0929885
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation or
|
Identification
No.)
|
organization)
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10701
Corporate Drive, Suite 150
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Stafford,
Texas
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77477
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(Address
of principal
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(Zip
Code)
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executive
offices)
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(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
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¨
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Accelerated
filer
|
¨
|
|
Non-accelerated
filer
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¨
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Smaller
reporting company
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x
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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; 21,982,616
outstanding as of November 1, 2010.
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PART
I - FINANCIAL INFORMATION
ENERTECK
CORPORATION
Index to
Financial Information
Period
Ended September 30, 2010
Item
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Page
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Item
1 – Consolidated Financial Statements (Unaudited):
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||
Consolidated
Balance Sheets
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3
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Consolidated
Statements of Operations
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4
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Consolidated
Statements of Cash Flows
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5
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Notes
to Consolidated Financial Statements
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6
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Item
2 – Management’s Discussion and Analysis of Financial Condition and
Results of Operations
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10
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Item
3 – Quantitative and Qualitative Disclosures About Market
Risk
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17
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Item
4T – Controls and Procedures
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17
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2
ENERTECK
CORPORATION and SUBSIDIARY
CONSOLIDATED
BALANCE SHEETS
(Unaudited)
Unaudited
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Audited
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|||||||
September 30, 2010
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Dec. 31, 2009
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|||||||
ASSETS
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||||||||
Current
assets
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||||||||
Cash
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$ | 85,981 | $ | 52,129 | ||||
Inventory
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198,004 | 168,380 | ||||||
Receivables
– Trade
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197,423 | 243,854 | ||||||
Receivables
- Employee
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0 | 500 | ||||||
Prepaid
Expenses
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27,434 | 20,129 | ||||||
Total
current assets
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$ | 508,842 | 484,992 | |||||
Intellectual
Property
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$ | 1,162,652 | 1,596,644 | |||||
Property
and equipment, net of accumulated depreciation of $311,377 and $280,264,
respectively
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100,084 | 130,365 | ||||||
Total
assets
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$ | 1,771,578 | $ | 2,212,002 | ||||
LIAB.
AND STOCKHOLDERS’ EQUITY (DEFICIT)
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||||||||
Current
liabilities
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||||||||
Notes
Payable - Current Portion
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$ | 0 | $ | 500,000 | ||||
Accounts
payable
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177,173 | 155,447 | ||||||
Shareholder
Loans and Advances
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1,080,000 | 230,000 | ||||||
Accrued
Interest
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30,964 | 19,187 | ||||||
Other
Accrued liabilities
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723,718 | 293,619 | ||||||
Total
current liabilities
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$ | 2,011,855 | $ | 1,198,254 | ||||
Long
term liabilities
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||||||||
Shareholder
Advances and notes
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$ | 95,466 | $ | 50,000 | ||||
Total
long term liabilities
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$ | 95,466 | $ | 50,000 | ||||
Stockholders’
Equity (Deficit)
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||||||||
Common
stock, $.001 par value, 100,000,000 shares authorized, 21,982,616 and
21,637,788 shares issued and outstanding, respectively
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21,983 | 21,638 | ||||||
Additional
paid-in capital
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22,517,643 | 22,396,618 | ||||||
Accumulated
deficit
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(22,875.369 | ) | (21,454,507 | ) | ||||
Total
stockholders’ equity
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$ | (335,743 | ) | 963,749 | ||||
Total
liabilities and stockholders’ equity (deficit)
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$ | 1,771,578 | $ | 2,212,002 |
3
ENERTECK
CORPORATION and SUBSIDIARY
CONSOLIDATED
STATEMENTS OF OPERATIONS
Three and
Nine Months Ended September 30, 2010 and 2009
(Unaudited)
Three Months Ended
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Nine Months Ended
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|||||||||||||||
September 30,
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September 30,
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|||||||||||||||
2010
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2009
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2010
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2009
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Revenues
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$ | 33,307 | $ | 294,195 | $ | 225,415 | $ | 359,255 | ||||||||
Cost
of goods sold
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9,791 | 31,546 | 39,183 | 51,570 | ||||||||||||
Gross
profit
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$ | 23,516 | $ | 262,649 | $ | 186,232 | $ | 307,685 | ||||||||
General
and Administrative Expenses:
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||||||||||||||||
Wages
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$ | 190,272 | $ | 195,593 | $ | 599,146 | $ | 580,058 | ||||||||
Stock-based
Compensation
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0 | 60,764 | 0 | 336,702 | ||||||||||||
Depreciation
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10371 | 11,394 | 31,113 | 28,255 | ||||||||||||
Amortization
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144,664 | 0 | 433,992 | 0 | ||||||||||||
Other
Selling, Gen. & Admin. Exp.
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131,157 | 173,462 | 492,336 | 407,082 | ||||||||||||
Total
Expenses
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$ | 350,828 | $ | 441,213 | $ | 1,556,587 | $ | 1,352,097 | ||||||||
Operating
loss
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$ | (452,948 | ) | $ | (178,564 | ) | $ | (935,856 | ) | $ | (1,044,412 | ) | ||||
Interest
Income
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12 | 192 | 22 | 250 | ||||||||||||
Other
Income
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0 | 2,327 | 0 | 12,315 | ||||||||||||
Interest
expense
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(22,869 | ) | (8,643 | ) | (50,530 | ) | (29,054 | ) | ||||||||
Net
Income (loss)
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$ | (475,805 | ) | $ | (184,688 | ) | $ | (1,420,863 | ) | $ | (1,060,901 | ) | ||||
Weighted
average shares outstanding:
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$ | (0.02 | ) | $ | (0.01 | ) | $ | (.07 | ) | $ | (0.05 | ) | ||||
Basic
and diluted
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21,982,616 | 21,219,310 | 21,842,411 | 19,915,993 |
4
ENERTECK
CORPORATION and SUBSIDIARY
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Nine
Months Ended September 30, 2010 (Unaudited)
September 30,
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September 30,
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|||||||
2010
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2009
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|||||||
Net
(loss)
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(1,420,863 | ) | $ | (1,060,900 | ) | |||
Adjustments
to reconcile net loss to cash used in operating
activities:
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||||||||
Depreciation
and Amortization
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476,942 | 28,255 | ||||||
Common
Stock to Consultants
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0 | 225,000 | ||||||
Warrants
/Options Expense
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0 | 111,702 | ||||||
Gain
on sale of asset
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0 | (2,310 | ) | |||||
Changes
in operating assets and liabilities:
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||||||||
Accounts
receivable
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46,431 | (276,907 | ) | |||||
Inventory
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(29,623 | ) | (14,863 | ) | ||||
Prepaid
expenses and other
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(7,304 | ) | (17,791 | ) | ||||
Accounts
payable
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21,725 | 45,682 | ||||||
Accrued
Interest payable
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11,777 | (12,839 | ) | |||||
Accrued
Liabilities
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430,099 | 126,203 | ||||||
NET
CASH USED IN OPERATING ACTIVITIES
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$ | (470,816 | ) | (848,768 | ) | |||
CASH
FLOWS FROM INVESTING ACTIVITIES
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||||||||
Capital
expenditures
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$ | (832 | ) | $ | (11,000 | ) | ||
Proceeds
from sale of assets
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(0 | ) | 7,100 | |||||
Employee
advances
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500 | (1,400 | ) | |||||
CASH
PROVIDED BY (USED IN) INVESTING ACTIVITIES
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$ | (332 | ) | $ | (5,300 | ) | ||
CASH
FLOWS FROM FINANCING ACTIVITIES
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||||||||
Shareholder
Notes Payable and Advances and other loans
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$ | 1,005,000 | $ | 230,000 | ||||
Proceeds
from stock sales
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0 | 1,150,000 | ||||||
Payment
on Intellectual Property
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(500,000 | ) | (500,000 | ) | ||||
CASH
PROVIDED BY FINANCING ACTIVITIES
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$ | 505,000 | $ | 880,000 | ||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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$ | 33,852 | $ | 25,932 | ||||
Cash
and cash equivalents, beginning of Quarter
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52,129 | 106,240 | ||||||
Cash
and cash equivalents, end of Quarter
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$ | 85,981 | $ | 132,172 | ||||
Cash
paid for:
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||||||||
Income
tax
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$ | 0 | $ | 0 | ||||
Interest
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$ | 19,537 | $ | 41,882 |
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 2009 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 2010 and 2009, 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 as follows: (i) $1.0 million cash paid on July
13, 2006, and (ii) a promissory note for $2.0 million. In May of 2007, we made
the initial payment of $500,000 plus interest against the
loan. Prior to 2009 EnerTeck had determined that the life of
the intellectual property was indefinite; therefore, the asset was not
amortized. 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, the Company determined that an
impairment of the asset in the amount of $825,000 was required to be
recorded.
Management
made the decision during 2009 to change the characterization of its intellectual
property to a finite-lived asset and to amortize the remaining balance of its
intangible assets to the nominal
value of $150,000 by the end of 2012, due to its determination that this now
represents the scheduled end of its exclusive registration during
period. As a result, amortization expense of approximately $579,000
was recorded for the year ended December 31, 2009. Amortization
expense for the years ending December 31, 2010, 2011 and 2012 is expected to be
$569,000, $569,000 and $289,000, respectively.
NOTE
4 - STOCK-BASED COMPENSATION
EnerTeck
follows the provisions of FASB Accounting Standards Codification (“FASB ASC”),
FASB ASC 718, Compensation –
Stock Compensation, to account for expense associated with stock options
and other forms of equity compensation.
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,
all of which became 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.
6
During
the third quarter of 2009, options to acquire 64,200 shares were issued under
our 2003 Stock Option Plan to five employees which options are immediately
exercisable. These options have an exercise price of $0.55 per share
and expire in five years from their issue date. These options
were valued using the Black-Scholes Model and the fair value of $35,295 was
charged to operations in the third quarter of 2009. We applied the
following assumptions:
Expected Term: The expected
term represents the period over which the share-based awards are expected to be
outstanding based on the historical experience of our employees. We used an
expected term of 5 years.
Expected Volatility: The
volatility factor used in the assumptions is based on the historical price of
our stock over the most recent period commensurate with the expected term of the
stock option award. We used an expected volatility of 312.51%.
Expected Dividend Yield: We
do not intend to pay dividends on common stock for the foreseeable future.
Accordingly, we used a dividend yield of zero in the assumptions
NOTE
5 - EXERCISE OF WARRANTS
No
warrants have been exercised during 2010 or 2009.
NOTE
6 – PRIVATE OFFERING
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 700,000 shares, at $0.50 per share, were issued in the third quarter
of 2009 to three other investors in connection with additional proceeds of
$350,000 which had been advanced by such investors during the second quarter of
2009. An additional $30,000 has been advanced towards this
offering from one other investor who advanced funds for this offering during the
second quarter of 2009.
NOTE
7 – RELATED PARTY NOTES AND ADVANCES
On July
7, 2009, the Company entered into a $100,000 unsecured promissory note with an
officer, due on demand. Interest is payable at 12% per
annum. Also, on December 11, 2009, the Company entered into a $50,000
note with a shareholder/director. Interest is 5% per annum. The
principal balance of the note is due on the earlier of December 11, 2012, or
upon completion by the Company of equity financing in excess of $1.0 million in
gross proceeds. Interest on the loan is payable on the maturity date
at the rate of 5% per annum. Such shareholder/director advanced the
Company $50,000 during the first quarter of 2010. On June 1, 2010,
the Company issued such shareholder/director a $50,000 convertible promissory
note for such advance which shall be due and payable on June 1, 2013 and accrue
interest at 8.0% per annum payable at maturity and which may be
converted at any time into shares of common stock. The
assignment of the conversion feature of the note resulted in a loan discount
being recorded. The discount amount of $36,207 is being amortized over the
original thirty-six month term of the debt as additional interest expense.
Amortization was $3,000 for the quarter ending September 30, 2010.
During
the second quarter of 2010, the shareholder/director advanced an additional
$300,000. Such advance is due on demand and bears interest at 5% per
annum.
During
the third quarter of 2010, three shareholders advanced $500,000 to the Company
as shareholder loans.
NOTE
8 – CONVERTIBLE NOTES PAYABLE
On
February 10, 2010, the Company entered into a $50,000 convertible promissory
note with Wayside Ventures, LLC due on October 10, 2010. Interest is
payable at 8% per annum. At anytime Wayside Ventures, LLC shall have
the right to convert any unpaid portion of the note into shares of common stock
prior to the maturity date. During the second quarter of 2010,
Wayside Ventures, LLC converted the note into 344,828 shares of common
stock.
On June
7, 2010, the Company entered into a $55,000 convertible promissory note with
Asher Enterprises, Inc. due on December 8, 2011. Interest is payable
at 8% per annum. At any time during the period beginning 120 days
following the date of the promissory note until maturity, Asher Enterprises,
Inc. shall have the right to convert any unpaid portion of the note into shares
of common stock. The assignment of the conversion feature of the note
resulted in a loan discount being recorded. The discount amount of $35,164 is
being amortized over the original eighteen month term of the debt as additional
interest expense. Amortization was $5,800 for the quarter ending
September 30, 2010.
7
NOTE
9 – LEGAL PROCEEDINGS
Econalytic
Systems, Inc. (“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. On August 14, 2009, the Company removed the
state court lawsuit pending in District Court in Boulder, Colorado to the United
States District Court in Denver, Colorado. 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; which leave was granted.
On March
31, 2010, the parties to the lawsuit entered into a settlement agreement
pursuant to which, among other things, the remaining installments due under the
EnerBurn Acquisition Agreement were paid by the Company on July 22, 2010, along
with an additional sum of $75,000. Such amounts were fully accrued
and expensed as of June 30, 2010.
NOTE
10 – ABILITY TO CONTINUE AS A GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern which contemplates the realization of assets
and satisfaction of liabilities in the normal course of
business. During the nine months ended September 30, 2010 and the
year ended December 31, 2009, the Company incurred net losses of
$1,420,000 and $2,054,000 respectively . In addition, at
the nine months ended September 30, 2010 and year ended December 31, 2009, the
Company has an accumulated deficit of $22,875,000 and $21,455,000
respectively. These conditions raise substantial doubt about the
Company’s ability to continue as a going concern. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
The
Company’s continuation as a going concern is contingent upon its ability to
obtain additional financing and to generate revenues and cash flow to meet its
obligations on a timely basis. Management believes that sales
revenues for 2009 and 2008 were considerably less than earlier anticipated
primarily due to circumstances which have been corrected or are in the process
of being corrected. Management expects that marine, railroad
and trucking sales should show significant increases in 2011 over what has been
generated in the past, as a result of the expected outcome of long term client
demonstrations from several extremely large new clients, which took place over
the fourth quarter of 2009 and will take place over the year ending December 31,
2010.
The
Company has been able to generate working capital in the past through private
placements and believes that these avenues will remain available to the Company
if additional financing is necessary. No assurance can be made
that any of these efforts will be successful.
NOTE
11 — RECENTLY ISSUED AUTHORITATIVE ACCOUNTING GUIDANCE
In
June 2009, the Financial Accounting Standards Board (FASB) established
the FASB Accounting Standards Codification (“Codification” or “ASC”) as the
source of authoritative U. S. generally accepted accounting principles
recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretative releases of the SEC under authority of federal securities laws
are also sources of authoritative guidance for SEC registrants. All
non-grandfathered, non-SEC accounting literature not included in the
Codification became nonauthoritative. The Codification became effective for the
period ended September 30, 2009 and did not have a significant impact on
the Company’s financial statements.
In May 2009, the FASB issued new
accounting guidance on subsequent events that establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be
issued. FASB ASC 855, Subsequent Events, sets forth
(1) The period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, (2) The
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements and (3) The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. The pronouncement was effective for
interim or annual financial periods ending after June 15, 2009. The adoption of
this statement did not have a material effect on the Company’s financial
statements.
8
In
February 2010, the FASB amended its guidance on subsequent events to remove the
requirement for SEC filers to disclose the date through which an entity has
evaluated subsequent events, for both issued and revised financial statements.
This amendment alleviates potential conflicts between the FASB’s guidance and
the reporting rules of the SEC. Our adoption of this amended guidance, which was
effective upon issuance, had no effect on our financial condition, results of
operations, or cash flows. There were no subsequent events that would
require adjustment to or disclosure in the financial
statements.
9
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.
10
RESULTS
OF OPERATIONS
Revenues
We recorded $33,000 sales revenues for
the three months and $225,000 for the nine months ended September 30, 2010,
compared to sales revenues of $294,000 and $359,000, in the same periods of
2009. The decrease in revenues for the first nine months of
2010 compared to the prior year period was primarily due to a lack of meaningful
revenues in the third quarter of 2010 compared to the third quarter of 2009 in
which revenues for such quarter accounted for approximately 82% of revenues
achieved during the first nine months of 2009. A major new customer
originally thought to be coming on line during the third quarter has failed to
close as of this date. Negotiations continue, but at this time
it is less sure as to where we stand with this customer. Other
significant new business is being actively pursued at this time, however it is
too early to speculate as to the size or timing of these
customers. The equipment problems with the chemical
delivery infrastructure on the Mississippi River discovered in prior
years have been investigated and corrected 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. Also, the testing of what we believe will be a
significant new product line is to take place later this
quarter. It is felt that this new product should great enhance
our profitability. The continued recessionary period has
caused a slowdown in the business of many of our customers. As the economy hopefully
improves, this business should increase back to or greater than prior levels
during the latter part of 2010 and into 2011.
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. A significant piece of new business, larger than
any we have previously sold was closed subsequent to the close of the first
quarter of 2010. The Company has completed nearly a year of
testing for one of the largest trucking companies in the U.S. which is expected
to lead to initial shipments as soon as infrastructure equipment can be
installed and put into operation. We are also working on
the opening of other new markets both within the U.S. and in Europe and
anticipate the generation of new sales during 2010 and
2011.
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 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
corrected. We cannot guarantee that meaningful revenues will be
derived in the future from the Custom Agreement. During 2009, Custom
represented 0.0% of the Company’s sales as compared to 83.3% of the Company’s
sales revenues for the year ended December 31, 2008. We believe
Custom suffered from the weakened economy although it is currently testing the
Company’s principal product line on additional segments of its
business. Custom has again ordered in early 2010, and we still
believe will be a significant part of our business. However, we are
hopeful that as other customer testing in completed in other industries,
Custom’s impact on our business will lessen. Nevertheless, at the
present time, the business generated by Custom materially impacts our operating
results.
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.
11
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.
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 $24,000 or 70.6% of sales for the three month period
ended September 30, 2010, compared to $263,000 or 89.5% of sales for the three
month period ended September 30, 2009. For the nine months ended
September 30, 2010, gross profit was $186,000 or 82.6% of sales as compared to
$308,000 or 85.7% of sales for the nine months ended September 30,
2009. In terms of absolute dollars, the decrease for the three and
nine month periods is a direct reflection of the difference in sales volume for
the two periods in 2010 compared to the comparable periods of
2009. It is expected that sales should
increase during the fourth quarter of 2010 and thereafter due to the
recent completion of testing with one of America’s largest heavy construction
companies.
Cost of goods sold was $10,000 and
$39,000 for the three and nine month periods ended September 30, 2010, which
represented 29.4% and 17.4% of revenues, as compared to $32,000 and $52,000 for
the three and nine months ended September 30, 2009 which represented 10.8% and
14.3% 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 $476,000 for the three months and $1,557,000 for the nine months
ended September 30, 2010 as compared to $441,000 for the three months and
$1,352,000 for the nine months ended September 30, 2009. Costs
and expenses in all periods primarily consisted of payroll, professional fees,
rent expense, depreciation expense, amortization expense and other general and
administrative expenses. While wages and depreciation were relatively
consistent from period to period in the three and nine months ended September
30, 2010 compared to the comparable periods of the prior year, there were
considerable changes in non-cash compensation and other selling, general and
administrative expenses.
Other
selling, general and administrative expenses decreased to $131,000 for the three
months and increase to $492,000 for the nine months ended September 30, 2010
from $173,000 and $407,000 for the prior year periods. Such change in
the nine month period was primarily due to the additional cost on testing for
three large potential customers. To date this additional testing, while
successful, has yet to cause these customers to reach a final
decision. Indications are that one or more these will be making
a final decision during this final quarter of the
year. Stock based compensation was $0 for the three
and nine months ended September 30, 2010 compared to $61,000 and $337,000 for
the three and nine months ended September 30, 2009 due to non-cash compensation
for shares of common stock and options issued. In addition, wages
were $190,000 for the three months and $599,000 for the nine months ended
September 30, 2010 compared to $196,000 and $580,000 for the prior year periods,
and depreciation decreased to $10,000 for the three months and increased to
$31,000 for the nine months ended September 30, 2010 from $11,000 for the three
months and $28,000 for the nine months ended September 30, 2009.
12
Other
Income and Expenses for the three months ended September 30, 2010 were a
negative $23,000 and $51,000 for the three and nine months ended September 30,
2010 compared to a negative $6,000 and $16,000 for the three and nine months
ended September 30, 2009. Such change was primarily due to an
impairment expense for the three and nine months ended September 30, 2010 of
$145,000 and $434,000 resulting from the writedown of technology.
Net
Loss
We reported a net loss of $476,000
during the three months and $1,421,000 for the nine months ended September 30,
2010, as compared to net losses of $185,000 for the three months and $1,061,000
for the nine months ended September 30, 2009. The additional
loss was primarily due to the impairment expense in the three and nine months
ended September 30, 2010 compared to no impairment expense in the three and nine
months ended September 30, 2010, as well as lower than anticipated sales volume
in the first nine months of 2010.
Net
income in the future will be dependent upon our ability to successfully complete
testing in our projected new markets and to increase revenues faster than we
increase our selling, general and administrative expenses, research and
development expense and other expenses. Our improved gross margin
resulting from our manufacturing of our products should help us in our ability
to hopefully become profitable in the future.
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 third 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, has represented a
majority of our sale revenues to date, although during 2009, Custom represented
0.0% of the Company’s sales. As stated above, Custom has again
ordered in early 2010, and we still believe will be a significant part of our
business. In addition, with Custom’s assistance, negotiations have
been 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 continue to show
significant increases in the latter part of 2010 and 2011. It is also
anticipated that other new customers coming on board during 2010 will lessen the
impact of a loss of Custom, should that happen.
A major
change in the way EnerTeck does business commenced in the third quarter of 2006
with the completion of the purchase of the EnerBurn technology and the
commencement of manufacturing operation. This gave 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 had been completed on July 13, 2006
and both the formulation equipment and raw materials were in place to
manufacture both our 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. Effective during 2009, the marketing effort for the
Company was changed with the addition of a new executive officer (who has been
and remains a director) and a new focus on marketing
strategy. New testing protocols have been developed and
marketing efforts have expanded to Europe, South America and Australia, with
testing either underway or scheduled to commence in the next six
months. In addition, testing of the Company’s new environmental
equipment is scheduled to take place during the mid fourth quarter of
2010. It remains to be seen how, when or if this effort
will become successful, however the potential for success is much broader with
our increased ability to service these markets.
13
LIQUIDITY
AND CAPITAL RESOURCES
On September 30, 2010, we had working
capital deficit of $1,503,000 and negative stockholders’ equity of $336,000
compared to a working capital deficit of $713,000 and stockholders’ equity of
$964,000 on December 31, 2009.
On September 30, 2010, we had $86,000
in cash, total assets of $1,772,000 and total liabilities of $2,107,000,
compared to $52,000 in cash, total assets of $2,212,000 and total liabilities of
$1,248,000 on December 31, 2009.
Net cash used in operating activities
was $483,000 for the nine months ended September 30, 2010 compared to net cash
used in operating activities of $849,000 for the nine months ended September 30,
2009. Such changes from period to period were primarily the
result of a net loss of $1,421,000 for the nine months ended September 30, 2010
compared to a net loss of $1,061,000 for the nine months ended September 30,
2009, 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
nine months ended September 30, 2010, we had cash used in investing activities
of $ 332 primarily from the purchase of assets compared to cash used in
investing activities of $5,300 for the nine months ended September 30, 2009
primarily from capital expenditures offset by the proceeds from the sale of
assets.
Cash
provided by financing activities was $517,000 for the nine months ended
September 30, 2010 from the proceeds of loans and advances made to the Company
of $1,017,000, offset by payment on the note payable due on the intellectual
property of $500,000. This compares to $880,000 for the same
period in 2009 primarily from the sale of common stock of $1,150,000,
shareholder advances of $130,000 and proceeds from a shareholder note payable of
$100,000, offset by the $500,000 payment on the intellectual
property.
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
litigation commenced between the Company and the Seller, the Company requested
the court to grant it leave to pay the remaining installments under the EnerBurn
Acquisition Agreement into the registry of the court pending adjudication of
such matter. The court granted the request and the Company paid the
third annual installment of $500,000 plus accrued interest into the registry on
July 13, 2009. On March 31, 2010, the parties to the lawsuit entered
into a settlement agreement pursuant to which, among other things, the remaining
installments due under the EnerBurn Acquisition Agreement were paid by the
Company on July 22, 2010, along with an additional sum of $75,000.
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. As described above, cash
provided by financing activities was $517,000 for the nine months ended
September 30, 2010 resulting from shareholder advances and other loans of
$1,017,000 offset by $500,000 paid as the final payment on the intellectual
property. For the year ended December 31, 2009, cash provided by
financing activities was $930,000 primarily from the sale of common stock of
$1,150,000, shareholder advances of $30,000 and proceeds from a shareholder note
payable of $250,000, offset by the $500,000 payment on the intellectual
property.
14
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 $3.0 million, which includes the amount we
will have to pay in 2010 for the anticipated cost of inventory for late 2010 and
early 2011 business. Other than the Note Payables, 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 2009 and for year to date in 2010 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 increases in the later part of 2010 and 2011. 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 2010 will depend primarily upon level of sales of our products, inventory
levels, product development, sales and marketing expenditures and capital
expenditures.
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.
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. Also included in Other Inventory at $38,000 is the
prototype Beta unit for a new product line to be added to the Enerteck Product
line in late 2010. If testing is successful, this new product
line offers potentially significant opportunities for the
company. The Company’s remaining inventory was
split on approximately a 90/10 basis between raw materials and finished goods at
September 30, 2010.
15
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 September 30, 2010, 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.
Intangible
Assets
The Company follows the provisions of
FASB ASC 350, Goodwill and
Other Intangible Assets. FASB ASC 350 addresses financial
accounting and reporting for acquired goodwill and other intangible
assets. Specifically, FASB ASC 350 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
tests 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.
Intellectual property and other
intangibles are recorded at cost. Prior to 2009, the Company
determined that its intellectual property had an indefinite life because it
believed there was no legal, regulatory, contractual, competitive, economic or
other factor to limit its useful life, and therefore would not be
amortized. For other intangibles, amortization would be computed on
the straight-line method over the identifiable lives of the assets.
Management made the decision during
2009 to change the characterization of its intellectual property to a
finite-lived asset and to amortize the remaining balance of its intangible
assets to
the nominal value of $150,000 by the end of 2012, due to its determination that
this now represents the scheduled end of its exclusive registration during that
year.
Revenue
Recognition
The Company follows the provisions of
FASB ASC 605, Revenue
Recognition, and recognizes revenues when evidence of a completed
transaction and customer acceptance exists, and when title passes, if
applicable.
Revenues from sales of product and
equipment 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.
16
The
current and deferred tax provisions in the financial statements include
consideration of uncertain tax positions in accordance with FASB ASC 740, Income
Taxes. Management believes there are no significant uncertain
tax positions, so no adjustments have been reported from adoption of FASB ASC
740. The Company files income tax returns in the U.S. federal
jurisdiction, and various state jurisdictions.
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 2010
and 2009, 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.
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 FASB ASC 718, Stock
Compensation.
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 September 30,
2010, 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.
17
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.
Econalytic
Systems, Inc. (“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. On August 14, 2009, the Company removed the
state court lawsuit pending in District Court in Boulder, Colorado to the United
States District Court in Denver, Colorado. 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; which leave was
granted. Such lawsuit was recently settled by the parties pursuant to
which, among other things, the remaining installments due under the EnerBurn
Acquisition Agreement were paid by the Company, along with an additional sum of
$75,000, and the parties agreed that the purchase by the Company of the
liquid diesel motor vehicle fuel additives known as EC5805A and EC5931A products
under the EnerBurn Acquisition Agreement had no restrictions on the
Company's subsequent use of these additives and formulas, and that the
transaction in EnerBurn Acquisition Agreement was the purchase of all of
Econalytic right, title and interest in EC5805A and
EC5931A.
Item 1A.
Risk
Factors.
Not required.
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds.
During the second quarter of 2010, we
issued 344,828 shares of our common stock to an unrelated third party in
connection with the conversion of a $50,000 loan made to the Company in February
2010. 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 thereunder.
Item
3. Defaults Upon
Senior Securities.
None.
Item
4. [Removed and Reserved.]
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)
|
18
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:
|
November 12, 2010
|
By:
|
/s/ Dwaine Reese
|
Dwaine
Reese,
|
|||
Chief
Executive Officer
|
|||
(Principal
Executive Officer)
|
|||
Dated:
|
November 12, 2010
|
By:
|
/s/ Richard B. Dicks
|
Richard
B. Dicks,
|
|||
Chief
Financial Officer
|
|||
(Principal
Financial
Officer)
|
19