UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended July 31, 2002
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to _____________________
Commission file number 0-14812
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EDISON CONTROL CORPORATION
--------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2716367
- ---------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
777 Maritime Drive
PO Box 308
Port Washington, WI 53074-0308
------------------------------
(Address of principal executive offices)
(Zip Code)
(262) 268-6800
--------------
(Registrant's telephone number, including area code)
(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
-------------- --------------
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 par value: 1,741,426 as of July 31, 2002
- -----------------------------------------------------------
EDISON CONTROL CORPORATION
INDEX
Form 10-Q
Page Number
Part I Financial Information
Item 1 Financial Statements
- ---------------------------
Condensed Consolidated Balance Sheets Pages 2-3
July 31, 2002 and January 31, 2002 (Unaudited)
Condensed Consolidated Statements of Income Page 4
and Comprehensive Income
Three and six months ended July 31,
2002 and 2001 (Unaudited)
Condensed Consolidated Statements of Cash Flows Pages 5-6
Six months ended July 31,
2002 and 2001 (Unaudited)
Notes to Condensed Consolidated Financial Statements Pages 7-10
(Unaudited)
Item 2 Management's Discussion and Analysis of Pages 11-13
- ----------------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
Item 3 Quantitative and Qualitative Disclosures Page 13
- -----------------------------------------------
About Market Risk
-----------------
Part II Other Information
Item 4 Submission of Matters to a Vote of Page 13
- ------------------------------------------
Security Holders
----------------
Item 6 Exhibits and Reports on Form 8-K Page 13
- ---------------------------------------
1
PART I.
Item 1
- ------
Financial Statements
- --------------------
EDISON CONTROL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
July 31, 2002 and January 31, 2002
(Unaudited)
July 31, January 31,
2002 2002
---- ----
ASSETS
Current Assets:
Cash and cash equivalents $ 618,356 $ 472,352
Trading securities 40,523 60,698
Accounts receivable, net 5,010,724 4,660,141
Inventories, net 7,215,574 7,250,891
Prepaid expenses and other assets 188,422 223,273
Refundable income taxes 51,910 0
Deferred income taxes 210,000 200,000
----------- -----------
Total current assets 13,335,509 12,867,355
Deferred income taxes 570,000 570,000
Property, plant and equipment, net 6,704,611 6,790,839
Goodwill, net 8,130,000 8,130,000
----------- -----------
TOTAL ASSETS $28,740,120 $28,358,194
=========== ===========
(Continued)
See Accompanying Notes.
2
EDISON CONTROL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 31, 2002 and January 31, 2002
(Unaudited)
(Continued)
July 31, January 31,
2002 2002
---- ----
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Trade accounts payable $ 1,219,980 $ 1,286,190
Accrued compensation 682,524 1,186,972
Taxes other than income taxes 68,118 69,639
Other accrued expenses 494,654 398,739
Income taxes payable 0 78,352
Deferred compensation 666,752 666,752
Current maturities on long-term debt 159,514 259,514
------------ ------------
Total current liabilities 3,291,542 3,946,158
Long-term debt, less current maturities 5,505,994 5,260,703
------------ ------------
Total Liabilities 8,797,536 9,206,861
Shareholders' Equity:
Preferred stock, $.01 par value: 1,000,000 shares
authorized, none issued 0 0
Common stock, $.01 par value: 20,000,000 shares
authorized, 2,390,223 and 2,365,223 shares
issued, respectively 23,902 23,652
Additional paid-in capital 10,531,467 10,444,217
Retained earnings 13,933,569 12,839,181
Accumulated other comprehensive (loss) (92,275) (237,446)
------------ ------------
24,396,663 23,069,604
Less treasury stock at cost: 648,797 and
559,753 shares, respectively (4,454,079) (3,918,271)
------------ ------------
Total Shareholders' Equity 19,942,584 19,151,333
------------ ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 28,740,120 $ 28,358,194
============ ============
See Accompanying Notes.
3
EDISON CONTROL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
THREE AND SIX MONTHS ENDED JULY 31, 2002 AND 2001
(Unaudited)
Three Months Ended Six Months Ended
-------------------- ------------------
July 31, July 31,
--------- ----------
2002 2001 2002 2001
---- ---- ---- ----
NET SALES $ 7,277,594 $ 7,097,924 $ 14,132,963 $ 13,791,283
COST OF GOODS SOLD 4,660,621 4,570,532 9,085,168 8,631,592
------------ ------------ ------------ ------------
GROSS PROFIT 2,616,973 2,527,392 5,047,795 5,159,691
OTHER OPERATING EXPENSES:
Selling, engineering and
administrative expenses 1,615,521 1,251,204 3,098,610 2,477,131
Amortization 0 59,115 0 118,230
------------ ------------ ------------ ------------
Total other operating expenses 1,615,521 1,310,319 3,098,610 2,595,361
------------ ------------ ------------ ------------
OPERATING INCOME 1,001,452 1,217,073 1,949,185 2,564,330
OTHER EXPENSE (INCOME):
Interest expense 91,233 47,107 135,472 131,303
Realized (gains) losses on
trading securities 0 (12,913) 0 64,994
Unrealized losses on
trading securities 16,156 55,060 21,953 103,001
Miscellaneous expense (income) 3,566 (50,711) 119 (64,621)
------------ ------------ ------------ ------------
Total other expense 110,955 38,543 157,544 234,677
------------ ------------ ------------ ------------
INCOME BEFORE
INCOME TAXES 890,497 1,178,530 1,791,641 2,329,653
PROVISION FOR INCOME
TAXES 373,923 459,010 697,253 912,480
------------ ------------ ------------ ------------
NET INCOME 516,574 719,520 1,094,388 1,417,173
OTHER COMPREHENSIVE
INCOME (LOSS) -
Foreign currency
translation adjustment 59,312 (1,868) 145,171 (58,583)
------------ ------------ ------------ ------------
COMPREHENSIVE INCOME $ 575,886 $ 717,652 $ 1,239,559 $ 1,358,590
============ ============ ============ ============
NET INCOME PER SHARE:
Net income per share - basic $ .30 $ .30 $ .62 $ .60
Net income per share - diluted $ .23 $ .26 $ .48 $ .51
See Accompanying Notes
4
EDISON CONTROL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JULY 31, 2002 AND 2001
(Unaudited)
2002 2001
---- ----
OPERATING ACTIVITIES:
Net income $ 1,094,388 $ 1,417,173
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 513,797 562,539
Provision for doubtful accounts 174,936 130,177
Realized loss on sales of trading securities 0 64,994
Unrealized loss on trading securities 21,953 103,001
Purchases of trading securities (1,778) 0
Proceeds from the sale of trading securities 0 72,262
Equity in earnings of affiliate 0 (61,163)
Changes in assets and liabilities:
Accounts receivable (525,519) (186,934)
Receivable from affiliate 0 25,163
Inventories 35,317 360,531
Prepaid expenses and other assets 34,851 15,574
Trade accounts payable (66,210) (219,227)
Accrued compensation (504,448) (212,646)
Taxes other than income taxes (1,521) 43,821
Other accrued expenses 95,915 52,784
Deferred income taxes (10,000) (39,124)
Income taxes payable (130,262) 76,876
----------- -----------
Total adjustments (362,969) 788,448
----------- -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 731,419 2,205,621
----------- -----------
INVESTING ACTIVITIES:
Payments received from note receivable 0 164,155
Additions to plant and equipment (427,569) (101,690)
Maturity of certificate of deposit 0 95,000
----------- -----------
NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES (427,569) 157,465
----------- -----------
(Continued)
See Accompanying Notes.
5
EDISON CONTROL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JULY 31, 2002 AND 2001
(Unaudited)
(Continued)
2002 2001
---- ----
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt $ 1,600,000 $ 0
Principal payments on long-term debt (1,454,709) (2,254,525)
Purchases of treasury stock (448,308) 0
Stock options exercised 0 30,000
----------- -----------
NET CASH USED IN
FINANCING ACTIVITIES (303,017) (2,224,525)
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES
ON CASH 145,171 (58,583)
----------- -----------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 146,004 79,978
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 472,352 305,337
----------- -----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 618,356 $ 385,315
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for income taxes $ 849,007 $ 874,728
Cash paid during the period for interest 115,524 141,442
See Accompanying Notes.
6
EDISON CONTROL CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of Presentation
- -------------------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these
statements do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal, recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three- and six-month
periods ended July 31, 2002 are not necessarily indicative of the results that
may be expected for other interim periods or the fiscal year ended January 31,
2003. For further information, refer to the financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 2002.
Note 2 - Accounting Policies
- ----------------------------
Principles of Consolidation - The condensed consolidated financial statements
include the accounts of Edison Control Corporation ("Edison") and subsidiaries,
all of which subsidiaries are wholly owned by Edison (collectively, the
"Company"). All material intercompany accounts and transactions have been
eliminated in consolidation.
Nature of Operations - The Company is currently comprised of the following
operations. Construction Forms ("ConForms") is a leading manufacturer and
distributor of systems of pipes, couplings, hoses and other equipment used for
the pumping of concrete. ConForms manufactures a wide variety of finished
products which are used to create appropriate configurations of systems for
various concrete pumps. Ultra Tech manufactures abrasion resistant piping
systems for use in industries such as mining, pulp and paper, power and waste
treatment. South Houston Hose ("S.H.H.") is a distributor of industrial hose and
fittings.
Trading Securities - Debt and equity securities purchased and held principally
for the purpose of sale in the near term are classified as "trading securities"
and reported at fair value with unrealized gains and losses included in
earnings. The cost of individual securities sold is based on the first-in,
first-out method.
Translation of Foreign Currencies - Assets and liabilities of foreign operations
are translated into United States dollars at current exchange rates. Income and
expense accounts are translated into United States dollars at average rates for
the periods and capital accounts have been translated using historical rates.
The resulting translation adjustments are recorded as other comprehensive income
or loss.
7
New Accounting Standards -In June 2001, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations" and No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 141 eliminates the use of the pooling-of-interests method of accounting
for business combinations and requires that all such transactions be accounted
for by the purchase method. In addition SFAS No. 141 requires that intangible
assets be recognized as assets apart from goodwill and that they meet specific
criteria in the Standard. This standard is applicable to all business
combinations initiated after June 30, 2001 and accordingly, the Company adopted
this standard with the acquisition of South Houston Hose Company, Inc. ("South
Houston Hose") and for all future business combinations. SFAS No. 142 is
effective for the Company beginning February 1, 2002, and applies to goodwill
and other intangible assets recognized in the Company's consolidated balance
sheet as of that date, regardless of when those assets were initially
recognized. SFAS No. 142 requires that upon adoption, amortization of goodwill
will cease and instead, the carrying value of goodwill will be evaluated for
impairment on an annual basis. Accordingly, the Company discontinued
amortization of goodwill effective February 1, 2002. The Company completed the
transitional impairment test during the quarter ended July 31, 2002 and
determined that no impairment of goodwill exists. A reconciliation of previously
reported net income and net income per share to the amounts adjusted for the
exclusion of goodwill amortization follows:
Three Months Ended Six Months Ended
------------------- ----------------
July 31, July 31,
------- --------
2002 2001 2002 2001
---- ---- ---- ----
Reported net income $ 516,574 $ 719,520 $1,094,388 $1,417,173
Add goodwill amortization 0 59,115 0 118,230
---------- ---------- ---------- ----------
Adjusted net income $ 516,574 $ 778,635 $1,094,388 $1,535,403
========== ========== ========== ==========
Net income per share-Basic:
Reported net income $ .30 $ .30 $ .62 $ .60
Add goodwill amortization 0 .03 0 .05
----- ---- ----- ----
Adjusted net income $ .30 $ .33 $ .62 $ .65
===== ==== ===== ====
Net income per share-Diluted:
Reported net income $ .23 $ .26 $ .48 $ .51
Add goodwill amortization 0 .02 0 .04
----- ---- ----- ----
Adjusted net income $ .23 $ .28 $ .48 $ .55
===== ==== ===== ====
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which addresses the financial accounting for and
reporting of the impairment of long-lived assets and long-lived assets to be
disposed of. This statement supersedes SFAS No. 121, among other items. The
Company was required to adopt SFAS No. 144 on February 1, 2002. The adoption of
SFAS No. 144 had no impact on the Company's financial statements.
8
Net Income Per Share - Reconciliation of the numerator and denominator of the
basic and diluted per share computations for the three and six-month periods
ended July 31, 2002 and 2001 are summarized as follows:
Three Months Ended Six Months Ended
------------------- ------------------
July 31, July 31,
---------- ----------
2002 2001 2002 2001
---- ---- ---- ----
Basic:
Net income (numerator) $ 516,574 $ 719,520 $1,094,388 $1,417,173
Weighted average shares
outstanding (denominator) 1,753,381 2,365,223 1,769,522 2,364,110
Net income
per share-basic $ .30 $ .30 $ .62 $ .60
Diluted:
Net income (numerator) $ 516,574 $ 719,520 $1,094,388 $1,417,173
Weighted average shares
outstanding 1,753,381 2,365,223 1,769,522 2,364,110
Effect of dilutive securities:
Stock options 135,614 67,733 136,153 74,012
Stock warrants 377,357 320,936 375,969 325,937
Weighted average shares
outstanding (denominator) 2,266,352 2,753,892 2,281,644 2,763,519
Net income
per share-diluted $ .23 $ .26 $ .48 $ .51
Note 3 - Acquisitions
- ---------------------
On November 1, 2001 the Company purchased the remaining 50% of the outstanding
common stock of South Houston Hose from the seller for $800,000, which consisted
of a cash payment of $300,000 and a note payable in the principal amount of
$500,000. Prior to November 1, 2001, the Company owned 50% of the outstanding
common stock of South Houston Hose and accounted for the investment by the
equity method. South Houston Hose is a distributor of industrial hose and
fittings. The acquisition was accounted for as a purchase transaction with the
purchase price allocated to the fair value of specific assets acquired and
liabilities assumed. Accordingly, the results of operations have been included
since the date of acquisition.
9
Note 4 - Segment Information
- ----------------------------
The Company's operating segments are organized based on the nature of products
and services provided. A description of the nature of the segment's operations
and their accounting policies is contained in Note 2. Segment information for
the three- and six-month periods ended July 31, 2002 and 2001 follows:
Three Months Ended July 31,
---------------------------
2002 2001
---- ----
Net Operating Net Operating (1)
Sales Income (Loss) Sales Income (Loss)
----------- ------------- ----------- -------------
ConForms $ 5,551,324 $ 1,122,543 $ 6,244,771 $ 1,261,195
Ultra Tech 1,138,377 152,517 853,153 95,368
S.H.H. 587,893 (58,144) 0 0
Edison 0 (215,464) 0 (139,490)
----------- ----------- ----------- -----------
Total $ 7,277,594 $ 1,001,452 $ 7,097,924 $ 1,217,073
Six Months Ended July 31,
-------------------------
2002 2001
---- ----
Net Operating Net Operating (1)
Sales Income (Loss) Sales Income (Loss)
----------- ------------- ----------- -------------
ConForms $10,832,859 $2,142,925 $12,070,097 $2,568,941
Ultra Tech 2,065,843 179,664 1,721,186 223,052
S.H.H. 1,234,261 (56,443) 0 0
Edison 0 (316,961) 0 (227,663)
----------- ---------- ----------- ----------
Total $14,132,963 $1,949,185 $13,791,283 $2,564,330
(1) All goodwill amortization for the three- and six-month periods ended July
31, 2001 is included in ConForms' operating income.
Note 5 - Inventories
- --------------------
Inventories consisted of the following:
July 31, January 31,
2002 2002
---- ----
Raw Materials $ 3,798,347 $ 3,713,552
Work-in-process 1,327,359 1,412,263
Finished Goods 2,142,868 2,148,076
----------- -----------
7,268,574 7,273,891
Less-reserve to reduce carrying value to LIFO cost (53,000) (23,000)
----------- -----------
Net inventories $ 7,215,574 $ 7,250,891
=========== ===========
10
Item 2.
Management's Discussion and Analysis of Financial Condition and Results
- -----------------------------------------------------------------------
of Operations
- -------------
Forward Looking Statements
- --------------------------
Certain matters discussed in this Quarterly Report on Form 10-Q are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes",
"anticipates", "expects", or words of similar import. Similarly, statements that
describe the Company's future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties, including, but not limited to, new product
advancements by competition, significant changes in industry technology,
economic or political conditions in the countries in which the Company does
business, the continued availability of sources of supply, the availability and
consummation of favorable acquisition opportunities, increasing competitive
pressures on pricing and other contract terms, economic factors affecting the
Company's customers and stock price variations affecting the Company's
securities trading portfolio. These factors could cause actual results to differ
materially from those anticipated as of the date of this report. Shareholders,
potential investors and other readers are urged to consider these factors in
evaluating the forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. The forward-looking statements
included herein are only made as of the date of this report and the Company
undertakes no obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances.
Results of Operations
- ---------------------
Net sales for the three months ended July 31, 2002 increased $179,670 (2.5%) to
$7,277,594 compared with net sales for the same period of the prior year. For
the first six months of this year, net sales increased $341,680 (2.5%) to
$14,132,963 compared with net sales for the same period of the prior year. The
acquisition of South Houston Hose on November 1, 2001 accounted for increased
sales of $587,893 and $1,234,261 for the three and six months ended July 31,
2002, respectively. Ultra Tech increased net sales by $284,224 and $344,657 for
the three and six months ended July 31, 2002, respectively. These increases were
partially offset by lower sales for both ConForms U.S. and Europe of
approximately $700,000 and $1,200,000 for the three and six months ended July
31, 2002, respectively. The economic slowdown has resulted in a soft concrete
pumping accessories market as end users' business levels have decreased and
other equipment manufacturers have seen a significant decrease in new equipment
sales.
As a percentage of sales, gross profit margin for the three months ended July
31, 2002 was 36.0% compared to 35.6% for the three months ended July 31, 2001.
Gross profit margin for the six months ended July 31, 2002 decreased to 35.7%
from 37.4% for the six months ended July 31, 2001. The decrease for the six
months ended July 31, 2002 was due largely to lower margins for Ultra Tech due
to a higher mix of lower margin project sales compared to the same period of the
prior year and the inclusion of South Houston Hose sales which are typically
lower margin than ConForms or Ultra Tech. Selling, engineering and
administrative expenses for the three and six-month periods ended July 31, 2002
increased by $364,317 (29.1%) to $1,615,521 and $621,479 (25.1%) to $3,098,610,
respectively. This is due in part to the inclusion of approximately $280,000 and
$500,000 of selling, engineering and administrative expenses for South Houston
Hose for the three and six months ended July 31, 2002, respectively.
11
The Company recorded tax expense of $697,253 for the six months ended July 31,
2002, which represents the estimated annual effective rate of 38.9% applied to
pre-tax income. Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amount of assets and liabilities for financial
statement reporting purposes and the amounts used for income tax purposes.
Net income of $516,574, or $.30 and $.23 per share, basic and diluted,
respectively, for the three months ended July 31, 2002 was a decrease of
$202,946 (28.2%), from net income of $719,520, or $.30 and .26 per share, basic
and diluted, respectively, for the comparable period of the prior year. For the
six months ended July 31, 2002, net income decreased $322,785 (22.8.%) to
$1,094,388, or $.62 and $.48 per basic and diluted share, respectively, compared
to net income of $1,417,173, or $.60 and $.51 per basic and diluted share,
respectively, in the comparable period of the prior year. The decrease in net
income is due largely to lower ConForms' sales combined with lower margins on
Ultra Tech sales for the six-month period ended July 31, 2002.
Liquidity and Capital Resources
- -------------------------------
The Company generated $731,419 in cash from operations during the first six
months of 2002, compared to cash flow generated by operations of $2,205,621 for
the same period last year. This is due largely to a decrease in the net income
combined with a decrease in the change in accounts receivable of $338,585 and a
decrease in the change in accrued compensation of $291,803. The Company used
$427,569 in cash to acquire capital equipment and $448,308 to repurchase its
common stock and received $145,291 in net proceeds from the issuance of
long-term debt during the six months ended July 31, 2002. The result was a net
increase in cash and cash equivalents of $146,004 for the six months ended July
31, 2002 compared to a net increase of $79,978 for the same period of the prior
year.
The Company believes that it can fund proposed capital expenditures and
operational requirements from operations and currently available cash and cash
equivalents, investments, trading securities and existing bank credit lines.
Proposed capital expenditures for the fiscal year ending January 31, 2003 are
expected to total approximately $600,000, compared to $478,872 for the fiscal
year ended January 31, 2002.
The Company intends to continue to expand its businesses, both internally and
through potential acquisitions. The Company currently anticipates that any
potential acquisitions would be financed primarily by internally generated funds
or additional borrowings or the issuance of the Company's stock.
Accounting Policies and Estimates
- ---------------------------------
The preparation of the Company's financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the Company to make estimates, assumptions and judgments that affect
amounts of assets and liabilities reported in the consolidated financial
statements, the disclosure of contingent assets and liabilities as of the date
of the financial statements and reported amounts or revenues and expenses during
the year. The Company believes its estimates and assumptions are reasonable;
however, future results could differ from those estimates under different
assumptions or conditions. A discussion of certain accounting policies and
estimates deemed to be critical to an understanding of the Company's financial
condition and
12
results of operations is contained in the Company's annual report on Form 10-K
for the fiscal year ended January 31, 2002.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ----------------------------------------------------------
The Company is exposed to interest rate risk, foreign currency risk and equity
price risk. These risks include changes in U.S interest rates, changes in
foreign currency exchange rates as measured against the U.S. dollar and changes
in the prices of stocks traded on the U.S. markets.
Interest Rate Risk
- ------------------
The Company's revolving credit borrowings and variable rate term loans, which
totaled $5,600,000 as of July 31, 2002, are subject to interest rate risk. Most
of the borrowings float at either the prime rate or LIBOR plus a certain amount
of basis points. Based on the July 31, 2002 balance, an increase of one percent
in the interest rate on the Company's loans would cause an increase in interest
expense of approximately $56,000, or $.01 per diluted share, net of taxes, on an
annual basis. The Company currently does not use derivatives to fix variable
rate interest obligations.
Foreign Currency Risk
- ---------------------
The Company has foreign operations in the United Kingdom and Malaysia. Sales and
purchases are typically denominated in the British pound, Malaysian ringgit,
German mark, Singapore dollar, the Euro or the U.S. dollar, thereby creating
exposures to changes in exchange rates. The changes in exchange rates may
positively or negatively affect the Company's sales, gross margins and retained
earnings. The Company does not enter into foreign exchange contracts but
attempts to minimize currency exposure risk through working capital management.
There can be no assurance that such an approach will be successful, especially
in the event of a significant and sudden decline in the value of a currency.
PART II.
Item 4.
Submission of Matters to a Vote of Security Holders
- ---------------------------------------------------
On June 20, 2002, the Company held its 2002 Annual Meeting of Shareholders. Of
the 1,769,126 shares issued and outstanding, holders of 1,621,278 shares were
present, represented in person or by proxy. One matter required vote by the
security holders. Robert L. Cooney, William B. Finneran, Alan J. Kastelic, and
William C. Scott were elected to the Board of Directors (1,621,278 votes for
each and 0 votes against). The term of office for John J. Delucca, Norman Eig,
and Mary E. McCormack continued unto the 2002 Annual Meeting of Shareholders.
There were no broker non-votes to the Company's knowledge.
Item 6.
Exhibits
- --------
There are no exhibits filed or incorporated by reference herein.
Reports on Form 8-K
- -------------------
The Company filed no reports on Form 8-K during the quarter to which the report
relates.
13
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.
EDISON CONTROL CORPORATION
(Registrant)
Date: September 10, 2002 /s/ Jay R. Hanamann
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Jay R. Hanamann
(Chief Financial Officer)
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CERTIFICATION
Each of the undersigned hereby certifies in his capacity as an officer of Edison
Control Corporation (the "Company") that the Quarterly Report on Form 10-Q of
the Company for the periods ended July 31, 2002 (the "Report") fully complies
with the requirements of Section 13 (a) of the Securities Exchange Act of 1934
and that information contained in the Report fairly presents, in all material
respects, the financial condition of the Company at the end of such period and
the results of operations of the Company for such period.
EDISON CONTROL CORPORATION
(Registrant)
Date: September 10, 2002 /s/ Alan J. Kastelic
----------------------------------
Alan J. Kastelic
(President and Chief Executive
Officer)
Date: September 10, 2002 /s/ Jay R. Hanamann
----------------------------------
Jay R. Hanamann
(Chief Financial Officer)
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CERTIFICATIONS UNDER SECTION 302
OF THE SARBANES-OXLEY ACT
I, Alan J. Kastelic, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Edison Control
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of Edison Control Corporation as of, and for, the periods presented
in this quarterly report.
September 10, 2002 /s/ Alan J. Kastelic
----------------------------------
Alan J. Kastelic
President and Chief Executive
Officer
I, Jay R. Hanamann, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Edison Control
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of Edison Control Corporation as of, and for, the periods presented
in this quarterly report.
September 10, 2002 /s/ Jay R. Hanamann
----------------------------------
Jay R. Hanamann
Chief Financial Officer
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Edison Control Corporation
Exhibit Index
Exhibit No. Description
None
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