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 October 31, 2002
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
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: 1,689,728 as of October 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
October 31, 2002 and January 31, 2002 (Unaudited)
Condensed Consolidated Statements of Income Page 4
and Comprehensive Income
Three and nine months ended October 31,
2002 and 2001 (Unaudited)
Condensed Consolidated Statements of Cash Flows Pages 5-6
Nine months ended October 31,
2002 and 2001 (Unaudited)
Notes to Condensed Consolidated Financial Statements Pages 7-11
(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 14
About Market Risk
Item 4 Controls and Procedures Page 14
Part II Other Information
-------------------------
Item 6 Exhibits and Reports on Form 8-K Pages 14-15
1
PART I.
Item 1
Financial Statements
- --------------------
EDISON CONTROL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
October 31, 2002 and January 31, 2002
(Unaudited)
October 31, January 31,
2002 2002
---- ----
ASSETS
Current Assets:
Cash and cash equivalents $458,952 $472,352
Trading securities 27,221 60,698
Accounts receivable, net 4,962,337 4,660,141
Inventories, net 6,928,236 7,250,891
Prepaid expenses and other assets 193,578 223,273
Refundable income taxes 146,926 0
Deferred income taxes 245,000 200,000
------- -------
Total current assets 12,962,250 12,867,355
Deferred income taxes 570,000 570,000
Property, plant and equipment, net 6,517,065 6,790,839
Goodwill, net 8,130,000 8,130,000
--------- ---------
TOTAL ASSETS $28,179,315 $28,358,194
=========== ===========
(Continued)
See Accompanying Notes.
2
EDISON CONTROL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
October 31, 2002 and January 31, 2002
(Unaudited)
(Continued)
October 31, January 31,
2002 2002
---- ----
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Trade accounts payable $ 1,105,635 $ 1,286,190
Accrued compensation 813,317 1,186,972
Taxes other than income taxes 32,453 69,639
Other accrued expenses 521,195 398,739
Income taxes payable 0 78,352
Deferred compensation 0 666,752
Current maturities on long-term debt 159,514 259,514
------- -------
Total current liabilities 2,632,114 3,946,158
Long-term debt, less current maturities 5,103,603 5,260,703
--------- ---------
Total Liabilities 7,735,717 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 11,275,719 10,444,217
Retained earnings 14,039,037 12,839,181
Accumulated other comprehensive (loss) (79,095) (237,446)
------- --------
25,259,563 23,069,604
Less treasury stock at cost: 700,495 and
559,753 shares, respectively (4,815,965) (3,918,271)
---------- ----------
Total Shareholders' Equity 20,443,598 19,151,333
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $28,179,315 $28,358,194
=========== ===========
See Accompanying Notes.
3
EDISON CONTROL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
THREE AND NINE MONTHS ENDED OCTOBER 31, 2002 AND 2001
(Unaudited)
Three Months Ended Nine Months Ended
October 31, October 31,
---------- ----------
2002 2001 2002 2001
---- ---- ---- ----
NET SALES $7,289,910 $6,882,955 $21,422,873 $20,674,238
COST OF GOODS SOLD 4,740,236 4,271,563 13,825,404 12,903,155
--------- --------- ---------- ----------
GROSS PROFIT 2,549,674 2,611,392 7,597,469 7,771,083
OTHER OPERATING EXPENSES:
Selling, engineering and
administrative expenses 2,308,367 1,151,800 5,406,977 3,628,931
Amortization 0 98,463 0 216,693
- ------ - -------
Total other operating expenses 2,308,367 1,250,263 5,406,977 3,845,624
--------- --------- --------- ---------
OPERATING INCOME 241,307 1,361,129 2,190,492 3,925,459
OTHER EXPENSE (INCOME):
Interest expense 48,973 26,828 184,445 158,131
Realized losses on
trading securities 0 104,925 0 169,919
Unrealized losses (gains) on
trading securities 13,302 (128,546) 35,255 (25,545)
Miscellaneous expense (income) 1,696 (12,504) 1,815 (77,125)
----- -------- ----- --------
Total other expense (income) 63,971 (9,297) 221,515 225,380
------ ------- ------- -------
INCOME BEFORE
INCOME TAXES 177,336 1,370,426 1,968,977 3,700,079
PROVISION FOR INCOME
TAXES 71,868 546,480 769,121 1,458,960
------ ------- ------- ---------
NET INCOME 105,468 823,946 1,199,856 2,241,119
OTHER COMPREHENSIVE
INCOME (LOSS) -
Foreign currency
translation adjustment 13,180 21,393 158,351 (37,190)
------ ------ ------- --------
COMPREHENSIVE INCOME $ 118,648 $ 845,339 $1,358,207 $2,203,929
========= ========== ========== ==========
NET INCOME PER SHARE:
Net income per share - basic $.06 $.35 $.69 $.95
Net income per share - diluted $.05 $.30 $.53 $.81
See Accompanying Notes.
4
EDISON CONTROL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED OCTOBER 31, 2002 AND 2001
(Unaudited)
2002 2001
OPERATING ACTIVITIES: ---- ----
Net income $1,199,856 $2,241,119
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 757,762 914,163
Provision for doubtful accounts 207,606 164,830
Noncash compensation expense on stock options 77,500 0
Realized loss on sales of trading securities 0 169,919
Unrealized loss (gain) on trading securities 35,255 (25,545)
Purchases of trading securities (1,778) 0
Proceeds from the sale of trading securities 0 236,526
Equity in earnings of affiliate 0 (77,414)
Changes in assets and liabilities:
Accounts receivable (509,802) (715,829)
Receivable from affiliate 0 49,285
Inventories 322,655 262,680
Prepaid expenses and other assets 29,695 39,324
Trade accounts payable (180,555) (174,924)
Accrued compensation (373,655) 18,264
Taxes other than income taxes (37,186) (6,753)
Other accrued expenses 122,456 120,432
Deferred income taxes (45,000) 10,876
Income taxes payable (225,278) 110,938
--------- -------
Total adjustments 179,675 1,096,772
------- ---------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 1,379,531 3,337,891
--------- ---------
INVESTING ACTIVITIES:
Payments received from note receivable 0 164,155
Additions to plant and equipment (483,988) (163,946)
Maturity of certificate of deposit 0 95,000
- ------
NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES (483,988) 95,209
--------- ------
(Continued)
See Accompanying Notes.
5
EDISON CONTROL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED OCTOBER 31, 2002 AND 2001
(Unaudited)
(Continued)
2002 2001
FINANCING ACTIVITIES: ---- ----
Proceeds from issuance of long-term debt $ 2,700,000 $ 0
Principal payments on long-term debt (2,957,100) (3,156,821)
Purchases of treasury stock (810,194) 0
Stock options exercised 0 30,000
- ------
NET CASH USED IN
FINANCING ACTIVITIES (1,067,294) (3,126,821)
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES
ON CASH 158,351 (37,190)
------- --------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (13,400) 269,089
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 472,352 305,337
------- -------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 458,952 $ 574,426
========== ============
Supplemental disclosure of cash flow information:
Cash paid during the period for income taxes $1,053,254 $1,337,146
Cash paid during the period for interest 164,768 172,790
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 nine-month
periods ended October 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.
Deferred compensation - Deferred compensation of $666,752 relating to stock
options was reclassified from a current liability to additional paid-in capital
during the quarter ended October 31, 2002.
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
7
capital accounts have been translated using historical rates. The resulting
translation adjustments are recorded as other comprehensive income or loss.
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 Nine Months Ended
October 31, October 31,
----------- -----------
2002 2001 2002 2001
---- ---- ---- ----
Reported net income $ 105,468 $ 823,946 $1,199,856 $ 2,241,119
Add goodwill amortization 0 98,463 0 216,693
--------- --------- ---------- ------------
Adjusted net income $ 105,468 $ 922,409 $1,199,856 $ 2,457,812
========= ========= ========== ===========
Net income per share-Basic:
Reported net income $ .06 $ .35 $ .69 $ .95
Add goodwill amortization .00 .04 .00 .09
----- ----- ----- -----
Adjusted net income $ .06 $ .39 $ .69 $1.04
===== ===== ===== =====
Net income per share-Diluted:
Reported net income $ .05 $ .30 $ .53 $ .81
Add goodwill amortization .00 .04 .00 .08
----- ----- ----- -----
Adjusted net income $ .05 $ .34 $ .53 $ .89
===== ===== ===== =====
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
8
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.
In June 2002 the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities". SFAS No. 146 addresses significant issues regarding the
recognition, measurement, and reporting of costs that are associated with exit
and disposal activities, including restructuring activities that are currently
accounted for pursuant to the guidance that the Emerging Issues Task Force
("EITF") set forth in EITF Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)". The scope of SFAS No. 146 also
includes (i) costs related to terminating a contract that is not a capital lease
and (ii) termination benefits that employees who are involuntarily terminated
receive under the terms of a one-time benefit arrangement that is not an ongoing
benefit arrangement or an individual deferred-compensation contract. SFAS No.
146 is effective for exit or disposal activities that are initiated after
December 31, 2002 with early adoption allowed.
Net Income Per Share - Reconciliation of the numerator and denominator of the
basic and diluted per share computations for the three and nine-month periods
ended October 31, 2002 and 2001 are summarized as follows:
Three Months Ended Nine Months Ended
October 31, October 31,
----------- -----------
2002 2001 2002 2001
---- ---- ---- ----
Basic:
Net income (numerator) $ 105,468 $ 823,946 $ 1,199,856 $ 2,241,119
Weighted average shares
outstanding (denominator) 1,699,378 2,365,223 1,749,883 2,364,527
Net income
per share-basic $ .06 $ .35 $ .69 $ .95
Diluted:
Net income (numerator) $ 105,468 $ 823,946 $ 1,199,856 $ 2,241,119
Weighted average shares
outstanding 1,699,378 2,365,223 1,749,883 2,364,527
Effect of dilutive securities:
Stock options 116,196 58,358 126,857 68,974
Stock warrants 381,165 313,650 377,751 321,650
Weighted average shares
outstanding (denominator) 2,196,739 2,737,231 2,254,491 2,755,151
Net income
per share-diluted $ .05 $ .30 $ .53 $ .81
9
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.
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 nine-month periods ended October 31, 2002 and 2001 follows:
Three Months Ended October 31,
2002 2001
---- ----
Net Operating Net Operating
Sales Income (Loss) Sales Income (Loss)(1)
----- ------------- ----- ----------------
ConForms $ 5,435,552 $ 995,758 $ 5,433,977 $ 1,184,409
Ultra Tech 1,220,420 224,712 1,448,978 251,608
S.H.H. 633,938 9,526 0 0
Edison 0 (988,689) 0 (74,888)
- --------- - --------
Total $ 7,289,910 $ 241,307 $ 6,882,955 $ 1,361,129
Nine Months Ended October 31,
2002 2001
---- ----
Net Operating Net Operating
Sales Income (Loss) Sales Income (Loss)(1)
----- ------------- ----- ----------------
ConForms $16,268,411 $3,138,683 $17,504,074 $3,753,350
Ultra Tech 3,286,263 404,376 3,170,164 474,660
S.H.H. 1,868,199 (46,917) 0 0
Edison 0 (1,305,650) 0 (302,551)
- ----------- - ---------
Total $21,422,873 $2,190,492 $20,674,238 $3,925,459
(1) All goodwill amortization for the three- and nine-month periods ended
October 31, 2001 is included in ConForms' operating income.
10
Note 5 - Inventories
- --------------------
Inventories consisted of the following:
October 31, January 31,
2002 2002
---- ----
Raw Materials $ 3,565,431 $ 3,713,552
Work-in-process 1,268,167 1,412,263
Finished Goods 2,162,638 2,148,076
--------- ---------
6,996,236 7,273,891
Less-reserve to reduce carrying
value to LIFO cost (68,000) (23,000)
------- ------------
Net inventories $ 6,928,236 $ 7,250,891
============ ============
Note 6 - Employee Stock Option Plans
- ------------------------------------
In May 2002, the Company repurchased 25,000 common shares issued pursuant to a
stock option exercise. The repurchase price was in excess of the market price at
that time. As a result, the Company recorded compensation expense of $87,500
during the quarter ended July 31, 2002.
In August 2002, the Company executed an agreement with the Company's former
President and Chief Executive Officer to terminate an option agreement to
purchase 200,000 shares of common stock at an exercise price of $4.00 per share.
The Company paid $800,000 to the former officer to terminate this agreement and,
accordingly, recorded this amount as compensation expense during the quarter
ended October 31, 2002.
In October 2002, the Company extended the term of an option agreement granted to
a member of the Board of Directors from five years to seven years. As a result
of this extension, the Company recorded compensation expense of $77,500 during
the quarter ended October 31, 2002.
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
11
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 October 31, 2002 increased $406,955 (5.9%)
to $7,289,910 compared with net sales for the same period of the prior year. For
the first nine months of this year, net sales increased $748,635 (3.6%) to
$21,422,873 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 $633,938 and $1,868,199 for the three and nine months ended October 31,
2002, respectively. Ultra Tech net sales decreased by $228,558 during the three
months ended October 31, 2002 and increased $116,099 for the nine months ended
October 31, 2002. Ultra Tech's sales volume will fluctuate based on its ability
to attain project sales in the industries it serves. ConForms U.S. net sales
decreased by approximately $100,000 and $1,300,000 during the three and nine
months ended October 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. This trend is expected to continue at least through late
2003.
As a percentage of sales, gross profit margin for the three months ended October
31, 2002 was 35.0% compared to 37.9% for the three months ended October 31,
2001. Gross profit margin for the nine months ended October 31, 2002 decreased
to 35.5% from 37.6% for the nine months ended October 31, 2001. The decrease for
the nine months ended October 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 nine-month periods
ended October 31, 2002 increased by $1,156,567 (100.4%) to 2,308,367 and
$1,778,046 (49.0%) to $5,406,977, respectively. This is due in part to the
inclusion of approximately $230,000 and $730,000 of selling, engineering and
administrative expenses for South Houston Hose for the three and nine months
ended October 31, 2002, respectively, as well as approximately $880,000 and
$965,000 of compensation expense relating to stock option activity in the three
and nine-month periods ended October 31, 2002, respectively.
The Company recorded tax expense of $769,121 for the nine months ended October
31, 2002, which represents the estimated annual effective rate of 39.1% applied
to pre-tax income compared to an estimated annual effective tax rate of 39.4%
applied to pre-tax income for the nine months ended October 31, 2001. 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.
12
Net income of $105,468, or $.06 and $.05 per share, basic and diluted,
respectively, for the three months ended October 31, 2002 was a decrease of
$718,478 (87.2%), from net income of $823,946, or $.35 and .30 per share, basic
and diluted, respectively, for the comparable period of the prior year. For the
nine months ended October 31, 2002, net income decreased $1,041,263 (46.5.%) to
$1,199,856, or $.69 and $.53 per basic and diluted share, respectively, compared
to net income of $2,241,119, or $.95 and $.81 per basic and diluted share,
respectively, in the comparable period of the prior year. The decrease in net
income is due to lower ConForms' sales, lower margins on Ultra Tech sales and
the inclusion of approximately $880,000 and $965,000 of compensation expense
relating to stock option activity in the three and nine-month periods ended
October 31, 2002, respectively.
Liquidity and Capital Resources
- -------------------------------
The Company generated $1,379,531 in cash from operations during the first nine
months of 2002, compared to cash flow generated by operations of $3,337,891 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 accrued compensation of $391,919 and a
decrease in the change in income taxes payable of $336,216. The Company used
$483,988 in cash to acquire capital equipment, $810,194 to repurchase its common
stock and $257,100 to reduce long-term debt during the nine months ended October
31, 2002. The result was a net decrease in cash and cash equivalents of $13,400
for the nine months ended October 31, 2002 compared to a net increase of
$269,089 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 had $3,000,000 outstanding and
$3,000,000 available on its master credit agreement as of October 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 results of operations is contained in the Company's annual report
on Form 10-K for the fiscal year ended January 31, 2002.
13
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 $5,200,000 as of October 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 October 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 $52,000, 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.
Item 4.
Controls and Procedures
- -----------------------
The Chief Executive Officer and the Chief Financial Officer of the Company (its
principal executive officer and principal financial officer, respectively) have
concluded, based on their evaluation as of a date within 90 days prior to the
date of the filing of this Report, that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports filed or submitted by it under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
includes controls and procedures designed to ensure that information required to
be disclosed by the Company in such reports is accumulated and communicated to
the Company's management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation.
PART II.
Item 6.
Exhibits
- --------
There are no exhibits filed or incorporated by reference herein.
14
Reports on Form 8-K
- -------------------
The Company filed no reports on Form 8-K during the quarter to which the report
relates.
15
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: December 10, 2002 /s/ Jay R. Hanamann
------------------------
Jay R. Hanamann
(Chief Financial Officer)
16
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 period ended October 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: December 10, 2002 /s/ Alan J. Kastelic
------------------------
Alan J. Kastelic
(President and Chief Executive Officer)
Date: December 10, 2002 /s/ Jay R. Hanamann
-----------------------
Jay R. Hanamann
(Chief Financial Officer)
17
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.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for Edison Control
Corporation and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
December 10, 2002 /s/ Alan J. Kastelic
--------------------
Alan J. Kastelic
President and Chief Executive
Officer
18
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.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for Edison Control
Corporation and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
December 10, 2002 /s/ Jay R. Hanamann
-------------------
Jay R. Hanamann
Chief Financial Officer
19
Edison Control Corporation
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
None
20