UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2003
Commission File Number I-4383
ESPEY MFG. & ELECTRONICS CORP.
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(Exact name of registrant as specified in charter)
NEW YORK 14-1387171
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(State of Incorporation) (I.R.S. Employer's Identification No.)
233 Ballston Avenue, Saratoga Springs, New York 12866
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 518-584-4100
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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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES [_] NO [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 29, 2003
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Common stock, $.33-1/3 par value 1,014,901 shares
ESPEY MFG. & ELECTRONICS CORP.
Quarterly Report on Form 10-Q
I N D E X
PART I FINANCIAL INFORMATION PAGE
Item 1 Financial Statements:
Consolidated Balance Sheets (Unaudited) -
September 30, 2003 and June 30, 2003 1
Consolidated Statements of Income (Unaudited) -
Three Months Ended September 30, 2003 and 2002 3
Consolidated Statements of Cash Flows (Unaudited) -
Three Months Ended September 30, 2003 and 2002 4
Notes to Consolidated Financial Statements (Unaudited) 5
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 4 Controls and Procedures 9
PART II OTHER INFORMATION 10
SIGNATURES 10
ESPEY MFG. & ELECTRONICS CORP.
Consolidated Balance Sheets (Unaudited)
September 30, 2003 and June 30, 2003
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A S S E T S
2003 2003
September 30 June 30
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CURRENT ASSETS:
Cash and cash equivalents $ 10,786,460 $ 10,996,483
Trade accounts receivable, net 3,848,681 3,470,895
Other receivables 5,497 11,638
Inventories:
Raw materials and supplies 1,618,575 1,570,028
Work-in-process 3,343,417 3,020,081
Costs relating to contracts in
process, net of advance payments of
$3,384,257 at September 30, 2003
and $ 3,314,816 at June 30, 2003 6,242,468 7,246,158
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Total Inventories 11,204,460 11,836,267
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deferred income taxes 90,443 88,643
Prepaid expenses and other current assets 96,534 124,508
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Total Current Assets 26,032,075 26,528,434
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PROPERTY, PLANT AND EQUIPMENT, NET 3,210,302 3,267,063
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Total Assets $ 29,242,377 $ 29,795,497
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See accompanying notes to the consolidated financial statements.
(Continued)
1
ESPEY MFG. & ELECTRONICS CORP.
Consolidated Balance Sheets (Unaudited), Continued
September 30,2003 and June 30, 2003
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LIABILITIES AND STOCKHOLDERS' EQUITY
2003 2003
September 30 June 30
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CURRENT LIABILITIES:
Accounts payable $ 640,324 $ 647,597
Accrued expenses:
Salaries, wages and commissions 95,347 88,287
Vacation 400,365 465,815
Employees' insurance costs 7,462 7,038
ESOP payable 134,413 --
Other 17,071 42,361
Payroll and other taxes withheld and accrued 43,838 38,425
Income taxes payable 198,324 350,232
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Total Current Liabilities 1,537,144 1,639,755
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DEFERRED INCOME TAXES 237,234 202,234
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Total Liabilities 1,774,378 1,841,989
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STOCKHOLDERS' EQUITY:
Common stock, par value .33-1/3 per share.
Authorized 10,000,000 shares;
Issued 1,514,937 on September 30, 2003
and June 30, 2003, 1,012,714 outstanding
on September 30, 2003 and 1,019,643 on
June 30, 2003 504,979 504,979
Capital in excess of par value 10,444,281 10,459,278
Retained earnings 25,106,418 25,458,400
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Less Common stock subscribed (558,662) (558,662)
Cost of 502,223 shares on September 30,
2003 and 495,294 on June 30, 2003
of common stock in treasury (8,029,017) (7,910,487)
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Total Stockholders' Equity 27,467,999 27,953,508
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Total Liabilities And
Stockholders' Equity $ 29,242,377 $ 29,795,497
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See accompanying notes to the consolidated financial statements.
2
ESPEY MFG. & ELECTRONICS CORP.
Consolidated Statements of Income (Unaudited)
Three Months Ended September 30, 2003 and 2002
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Three Months
2003 2002
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Net sales $ 5,095,317 $ 4,491,359
Cost of sales 4,195,145 3,702,138
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Gross profit 900,172 789,221
Selling, general and
administrative expenses 549,803 429,307
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Operating income 350,369 359,914
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Other income
Interest and
dividend income 23,365 45,269
Other income 1,240 3,544
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24,605 48,813
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Income before income taxes 374,974 408,727
Provision for income taxes 94,009 102,182
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Net Income $ 280,965 $ 306,545
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Income per share:
Basic and diluted
income per share $ .28 $ .30
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Weighted average number
of shares outstanding
Basic 1,016,105 1,034,561
Diluted 1,018,805 1,037,460
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See accompanying notes to the consolidated financial statements.
3
ESPEY MFG. & ELECTRONICS CORP.
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended September 30, 2003 and 2002
September 30,
2003 2002
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Cash Flows From Operating Activities:
Net income $ 280,965 $ 306,545
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 122,901 121,808
Deferred income tax payable 33,200 --
Changes in assets and liabilities:
Increase in receivables, net (371,645) (1,269,579)
Decrease in inventories 631,807 272,749
Decrease in prepaid expenses and
other current assets 27,974 49,317
(Decrease)Increase in accounts payable (7,273) 415,536
Increase in accrued salaries, wages
and commissions 7,060 500
Increase in accrued employees'
insurance costs 424 156
Decrease in other accrued expenses (25,290) (4,417)
Decrease in vacation accrual (65,450) (50,277)
Increase in payroll & other
taxes withheld and accrued 5,413 3,370
(Decrease)Increase in income taxes payable (151,908) 102,182
Increase in ESOP contribution payable 134,413 136,514
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Net cash provided by
operating activities 622,591 84,404
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Cash Flows From Investing Activities:
Additions to property, plant & equipment (66,140) (208,217)
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Net cash used in
investing activities (66,140) (208,217)
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Cash Flows From Financing Activities:
Dividends on common stock (632,946) (77,592)
Purchase of treasury stock (170,093) --
Proceeds from exercise of stock options 36,565 --
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Net cash used in
financing activities (766,474) (77,592)
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Decrease in cash and cash equivalents (210,023) (201,405)
Cash and cash equivalents, beginning of period 10,996,483 9,192,961
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Cash and cash equivalents, end of period $10,786,460 $ 8,991,556
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Income Taxes Paid $ 216,501 $ --
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See accompanying notes to the consolidated financial statements.
4
ESPEY MFG. & ELECTRONICS CORP.
Notes to Consolidated Financial Statements (Unaudited)
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Note 1. Basis of Presentation
In the opinion of management the accompanying unaudited consolidated financial
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission and contain all adjustments, consisting
of only normal, recurring adjustments, necessary for a fair presentation of
results for such periods. The results for any interim period are not necessarily
indicative of results for the full year. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been omitted. Certain amounts in previously issued consolidated financial
statements were reclassified to conform to fiscal 2003 presentations. These
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto for the year ended June 30, 2003.
Note 2. Earnings per Share
Basic earnings per share excludes dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the income of the Company.
Note 3. Employee Stock Ownership Plan
In fiscal 1989 the Company established an Employee Stock Ownership Plan (ESOP)
for eligible non-union employees. The ESOP used the proceeds of a loan from the
Company to purchase 316,224 shares of the Company's common stock for
approximately $8.4 million and the Company contributed approximately $400,000 to
the ESOP, which was used by the ESOP to purchase an additional 15,000 shares of
the Company's common stock.
As of September 30, 2003 there were 223,833 shares allocated to participants.
Note 4. Other Comprehensive Income
Total comprehensive income consists of:
Three Months Ended
September 30,
2003 2002
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Net income $280,965 $306,545
Accumulated other comprehensive income:
Unrealized (loss) gain on available for sale securities -- (1,882)
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Total comprehensive income $280,965 $304,663
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Note 5. Stock Based Compensation
In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 148, Accounting for
Stock Based Compensation. SFAS No. 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation and amends the disclosure requirements of
SFAS No. 123, Accounting for Stock Based Compensation, to require more prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results.
The Company has elected to account for its stock-based compensation plans under
the intrinsic value-based method of accounting as permitted by SFAS No. 123 and
as prescribed by Accounting Principles Board ("APB") Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations including FASB
Interpretation No. 44, Accounting for Certain Transactions Involving Stock
Compensation - An Interpretation of APB No. 25, in accounting for its fixed
stock option plans. Under this method, compensation expense would be recorded on
the date of grant only if the current market price of the underlying stock
exceeded the exercise price. Unearned compensation recognized for restricted
stock awards is shown as a separate component of shareholders' equity and is
amortized to expense over the vesting period of the stock award using the
straight-line method. The Company adopted the disclosure requirements of SFAS
No. 123 and SFAS No. 148, as required.
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of SFAS No.
123, to stock-based employee compensation.
3 Months Ended
September 30
2003 2002
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Net income as reported $ 280,965 $ 306,545
Deduct: Total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects (9,227) (9,020)
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Pro forma net income $ 271,738 $ 297,525
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Earnings per share:
Basic-as reported $ .28 $ .30
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Basic-pro forma $ .27 $ .29
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Diluted-as reported $ .28 $ .30
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Diluted-pro forma $ .27 $ .29
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Note 6. Recently Issued Accounting Standards
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150
requires issuers to classify as liabilities (or assets in some circumstances)
three classes of freestanding financial instruments that embody obligations for
the issuer. Generally, SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003 and is otherwise effective at the
beginning of the first interim period beginning after June 15, 2003. The
adoption of SFAS No. 150 did not have an impact on the Company's results of
operations and financial condition.
6
Item 2.Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies and Estimates
We believe our most critical accounting policies include revenue recognition and
cost estimation on our contracts.
Revenue recognition and cost estimation
A significant portion of our business is comprised of development and production
contracts. Generally revenue on long-term fixed-price contracts are recorded on
a percentage of completion basis using units of delivery as the measurement
basis for progress toward completion.
Contract accounting requires judgment relative to estimating costs and making
assumptions related to technical issues and delivery schedule. Contract costs
include material, subcontract costs, labor and an allocation of indirect costs.
The estimation of cost at completion of a contract is subject to numerous
variables involving contract costs and estimates as to the length of time to
complete the contract. Given the significance of the estimation processes and
judgments described above, it is possible that materially different amounts of
contract costs could be recorded if different assumptions were used in the
estimation of cost at completion. When a change in contract value, contract
performance status, or estimated cost is determined, changes are reflected in
current period earnings.
Results of Operations
Net sales for the three months ended September 30, 2003 were $5,095,317 as
compared to $4,491,359 for the same period in 2002. The $603,958 increase in net
sales for the three-month period is mainly due to increased transmitter
component shipments.
During the first quarter of fiscal 2004 gross profits as compared with the first
quarter of fiscal 2003 remained relatively consistent at 17% of sales. The
increase in gross profit to approximately $900,000 from approximately $789,000
was primarily due to the increase in net sales. Included in cost of sales and
gross profit is a $453,000 loss on one contract due to significant unexpected
costs. Given the current estimate to complete on this contract, management
believes the entire amount of the loss has been recorded in current period.
Management anticipates that it will be able to maintain or improve the gross
profit percentage for fiscal 2004 based on current backlog of orders. Management
continues to evaluate the Company's workforce to insure that production and
overall execution of backlog orders and additional anticipated orders are
successfully performed. Present employment is 193 people.
Selling, general and administrative expenses were $549,803 for the three months
ended September 30, 2003, an increase of $120,496, as compared to the three
months ended September 30, 2002. This increase was primarily due to an increase
in professional fees and insurance costs.
Total other income for the three months ended September 30, 2003 decreased by
$24,208, as compared to the three months ended September 30, 2002. The decrease
is due to lower interest rates on the Company's money market accounts and the
sale of investment securities which paid a higher interest rate in the prior
year. The Company believes there is minimal risk associated with its investment
policy, since its investments are primarily represented by money market
accounts.
Net income for the three months ended September 30, 2003 was $280,965 or $.28
per share compared to $306,545 or $.30 per share for the corresponding period
ended September 30, 2002. As discussed above, the increase in gross profit was
offset by the increase in selling, general and administrative expense, thus
causing a slight decrease in net income.
The Company continues to diversify its customer base and product offerings. The
backlog of customer orders at September 30, 2003 was approximately $20,893,000
as compared to approximately $26,239,000 at September 30, 2002.
7
Liquidity and Capital Resources
As of September 30, 2003, the Company had working capital of $24.3 million
compared to $24.7 million at June 30, 2003. The Company meets its short-term
financing needs through cash from operations and when necessary, from its
existing cash and cash equivalents.
The table below presents the summary of cash flow for the periods indicated:
Three Months Ended September 30,
2003 2002
---- ----
Net cash provided by operating activities $ 622,591 $ 84,404
Net cash used in investing activities $ (66,140) $(208,217)
Net cash used in financing activities $(766,474) $ (77,592)
Net cash provided by operating activities fluctuates between periods primarily
as a result of differences in the level of sales and related net income, the
timing of the collection of accounts receivable, purchase of inventory, and
payment of accounts payable. Net cash used in investing activities represents
purchases of fixed assets. Net cash used in financing activities represents
dividends on common stock including a special dividend of $.50 per share which
was paid on September 30, 2003.
The Company currently believes that its current cash and cash equivalent
balances and the cash generated from operations will be sufficient to meet its
funding requirements for the next twelve months. Management has in place an
uncommitted $3,000,000 line of credit to help fund further growth if needed. For
the first quarter of fiscal 2004 capital expenditures were approximately
$66,000.
Since the debt of the Company's ESOP is not to an outside party the Company has
eliminated from the Consolidated Statements of Income the offsetting items of
interest income and interest expenses relating to ESOP. The Company has also
eliminated the offsetting accruals and receivables from the Consolidated Balance
Sheets.
During the three months ended September 30, 2003 the Company repurchased 9,529
shares of its common stock for a cost of $170,093 and in 2002, the Company did
not repurchase any of its common stock. Under existing Board authorization, as
of September 30, 2003, $644,802 could be utilized to repurchase the Company's
common stock.
8
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
It should be noted that in this Management's Discussion and Analysis of
Financial Condition and Results of Operations are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The terms "believe," "anticipate," "intend," "goal,"
"expect," and similar expressions may identify forward-looking statements. These
forward-looking statements represent the Company's current expectations or
beliefs concerning future events. The matters covered by these statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those set forth in the forward-looking statements,
including the Company's dependence on timely development, introduction and
customer acceptance of new products, the impact of competition and price
erosion, as well as supply and manufacturing constraints and other risks and
uncertainties. The foregoing list should not be construed as exhaustive, and the
Company disclaims any obligation subsequently to revise any forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
Item 4. Controls and Procedures
(a) The Company's management, with the participation of the Company's chief
executive officer and chief financial officer, carried out an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end
of the period covered by this Quarterly Report on Form 10-Q. Based on such
evaluation, our chief executive officer and chief financial officer have
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this report.
(b) There have been no changes in our internal controls over financial reporting
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.
9
ESPEY MFG. & ELECTRONICS CORP.
PART II: Other Information and Signatures
Item 4. Submission of Matters to a Vote of Security Holders
None during the quarter.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of the Chief Executive Officer pursuant to
Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of the Principal Financial Officer pursuant to
Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
32.2 Certification of the Principal Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
Form 8-K filed September 16, 2003 announcing dismissal of
PricewaterhouseCoopers LLP as the Company's independent
accountants.
Form 8-K filed September 26, 2003 announcing engagement of KPMG
LLP as the Company's independent accountants.
S I G N A T U R E S
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.
ESPEY MFG. & ELECTRONICS CORP.
/s/ Howard Pinsley
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Howard Pinsley, President and
Chief Executive Officer
/s/ David O'Neil
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David O'Neil, Treasurer and
Principal Financial Officer
29 October 2003
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Date
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