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 December 31, 2004
Commission File Number I-4383
NEW YORK 14-1387171
---------------------------- --------------------------------------------
(State of Incorporation) (I.R.S. Employer's Identification No.)
233 Ballston Avenue, Saratoga Springs, New York 12866
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 518-584-4100
-------------------
|
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 February 14, 2005
------- --------------------------------
Common stock, $.33-1/3 par value 1,011,404 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:
Balance Sheets (Unaudited) -
December 31, 2004 and June 30, 2004 1
Statements of Income (Unaudited) -
Three and Six Months Ended December 31, 2004 and 2003 3
Statements of Cash Flows (Unaudited)-
Six Months Ended December 31, 2004 and 2003 4
Notes to Financial Statements (Unaudited) 5
Item 2 Management's Discussion and Analysis of 7
Financial Condition and Results of Operations
Item 3 Quantitative and Qualitative Disclosures About Market Risk 10
Item 4 Controls and Procedures 10
PART II OTHER INFORMATION AND SIGNATURES 11
Item 1 Legal Proceedings 11
Item 2 Unregistered Sales of Equity Securities 11
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits 12
SIGNATURES 12
|
PART I: FINANCIAL INFORMATION
ESPEY MFG. & ELECTRONICS CORP.
Balance Sheets (Unaudited)
2004 2004
December 31, June 30,
------------ -----------
ASSETS:
Cash and cash equivalents $12,217,928 $12,310,972
Short term investments 1,824,000 1,056,000
Trade accounts receivable, net 2,309,842 2,140,397
Other receivables 8,541 1,809
Inventories:
Raw materials and supplies 1,689,332 1,543,930
Work-in-process 3,637,742 3,390,133
Costs relating to contracts in process, net of advance
payments of $88,830 at December 31, 2004 and
$905,646 at June 30, 2004 4,681,032 5,151,234
----------- -----------
Total inventories 10,008,106 10,085,297
----------- -----------
Deferred income taxes 76,876 76,876
Prepaid expenses and other current assets 236,951 359,393
----------- -----------
Total current assets 26,682,244 26,030,744
----------- -----------
Property, plant and equipment, net 3,049,062 3,100,516
----------- -----------
Total assets $29,731,306 $29,131,260
=========== ===========
|
See accompanying notes to the financial statements.
(Continued)
ESPEY MFG. & ELECTRONICS CORP.
Balance Sheets (Unaudited), Continued
2004 2004
December 31, June 30,
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable $ 1,015,005 $ 250,675
Accrued expenses:
Salaries, wages and commissions 83,534 44,519
Employee insurance costs 8,510 7,487
Vacation 401,563 451,516
Other 55,370 50,370
Payroll and other taxes withheld and accrued 45,514 26,000
Income taxes payable 84,656 134,471
------------ ------------
Total current liabilities 1,694,152 965,038
------------ ------------
Deferred income taxes 345,778 324,316
------------ ------------
Total liabilities 2,039,930 1,289,354
------------ ------------
Common stock, par value $.33-1/3 per share. Authorized 10,000,000
shares; issued 1,514,937 shares on December 31, 2004 and June
30, 2004 Outstanding 1,011,404 and 1,014,618 on December
31, 2004 and June 30, 2004, respectively 504,979 504,979
Capital in excess of par value 10,408,095 10,411,915
Retained earnings 24,836,205 24,911,920
------------ ------------
35,749,279 35,828,814
Less: Cost of 503,533 shares on December
31, 2004 and 500,319 on June 30, 2004
of common stock in treasury (8,057,903) (7,986,908)
------------ ------------
Total stockholders' equity 27,691,376 27,841,906
------------ ------------
Total liabilities and
stockholders' equity $ 29,731,306 $ 29,131,260
============ ============
|
See accompanying notes to the financial statements.
ESPEY MFG. & ELECTRONICS CORP.
Statements of Income (Unaudited)
Three Months Six Months
2004 2003 2004 2003
-------------------------- ---------------------------
Net sales $4,896,741 $5,871,675 $9,627,068 $10,966,992
Cost of sales 4,124,354 5,143,799 8,205,539 9,338,943
---------- ---------- ---------- -----------
Gross profit 772,387 727,876 1,421,529 1,628,049
Selling, general and
administrative expenses 580,538 684,594 1,181,217 1,234,397
---------- ---------- ---------- -----------
Operating income 191,849 43,282 240,312 393,652
---------- ---------- ---------- -----------
Other income (expense)
Interest and dividend income 43,618 21,865 78,488 45,229
Other 3,150 21,574 6,366 22,814
---------- ---------- ---------- -----------
46,768 43,439 84,854 68,043
---------- ---------- ---------- -----------
Income before income taxes 238,617 86,721 325,166 461,695
Provision for income taxes 71,585 25,291 97,550 119,300
---------- ---------- ---------- -----------
Net income $ 167,032 $ 61,430 $ 227,616 $ 342,395
========== ========== ========== ===========
Net income per share:
Basic $ .17 $ .06 $ .22 $ .34
Diluted $ .16 $ .06 $ .22 $ .34
---------- ---------- ---------- -----------
Weighted average number of shares outstanding:
Basic 1,011,378 1,013,077 1,012,269 1,014,591
Diluted 1,024,535 1,023,660 1,022,926 1,021,821
========== ========== ========== ===========
|
See accompanying notes to the financial statements.
ESPEY MFG. & ELECTRONICS CORP.
Statements of Cash Flows (Unaudited)
Six Months Ended December 31, 2004 and 2003
December 31,
2004 2003
------------ ------------
Cash Flows From Operating Activities:
Net income $ 227,616 $ 342,395
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 282,170 247,339
Deferred income tax 21,462 67,526
Changes in assets and liabilities:
Increase in receivables (176,177) (1,164,057)
Decrease in inventories 77,191 859,918
Decrease in prepaid expenses and other current assets 122,442 110,826
Increase (Decrease) in accounts payable 764,330 (185,049)
Increase in accrued salaries, wages and commissions 39,015 17,017
Increase in accrued employee insurance costs 1,023 734
Decrease in vacation accrual (49,953) (50,225)
Increase in other accrued expenses 5,000 1,902
Increase in payroll & other taxes withheld and accrued 19,514 25,129
Decrease in income taxes payable (49,815) (347,943)
Increase in ESOP payable -- 268,825
------------ ------------
Net cash provided by operating activities 1,283,818 194,337
------------ ------------
Cash Flows From Investing Activities:
Additions to property, plant & equipment (230,716) (174,924)
Purchase of short term investments (1,440,000) --
Maturity of short term investments 672,000
------------ ------------
Net cash used in investing activities (998,716) (174,924)
------------ ------------
Cash Flows From Financing Activities:
Dividends on common stock (303,331) (759,686)
Purchase of treasury stock (90,315) (272,328)
Proceeds from exercise of stock options 15,500 58,105
------------ ------------
Net cash used in financing activities (378,146) (973,909)
------------ ------------
Decrease in cash and cash equivalents (93,044) (954,496)
Cash and cash equivalents, beginning of period 12,310,972 10,996,483
------------ ------------
Cash and cash equivalents, end of period 12,217,928 10,041,987
------------ ------------
Income Taxes Paid $ 125,902 $ 413,501
============ ============
|
See accompanying notes to the financial statements.
ESPEY MFG. & ELECTRONICS CORP.
Note 1. Basis of Presentation
In the opinion of management the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the results for such periods. The results for any interim period are not necessarily indicative of the results to be expected for the full fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted. These financial statements should be read in conjunction with the Company's most recent audited financial statements included in its 2004 Form 10-K.
Note 2. Net Income per Share
Basic net income per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income 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. Effective June 30, 2004, the ESOP loan was paid in full and all shares in the ESOP are allocated to participant's accounts. Therefore, in fiscal 2005 no contributions to the ESOP have been made. As of December 31, 2004, there were 235,245 shares allocated to participants.
Note 4. Stock Based Compensation
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.
The following table illustrates the effect on net income and net income per share if the Company had applied the fair value recognition provisions of SFAS No. 123, to stock-based employee compensation.
3 Months Ended 6 Months Ended
December 31, December 31,
2004 2003 2004 2003
---------- ---------- ---------- ----------
Net income as reported $ 167,032 $ 61,430 $ 227,616 $ 342,395
Deduct: Total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects (9,997) (9,227) (18,374) (18,454)
---------- ---------- ---------- ----------
Pro forma net income $ 157,035 $ 52,203 $ 209,242 $ 323,941
========== ========== ========== ==========
Net Income per share:
Basic-as reported $ .17 $ .06 $ .22 $ .34
========== ========== ========== ==========
Basic-pro forma $ .16 $ .05 $ .21 $ .32
========== ========== ========== ==========
Diluted-as reported $ .16 $ .06 $ .22 $ .34
========== ========== ========== ==========
Diluted-pro forma $ .15 $ .05 $ .20 $ .32
========== ========== ========== ==========
|
Note 5. Commitments and Contingencies
The Company has entered into standby letters of credit agreements with financial institutions primarily relating to the guarantee of future performance on certain contracts. Contingent liabilities on outstanding standby letters of credit agreements aggregated $39,300 at December 31, 2004. The Company does not expect to fund any of the amounts under the standby letters of credit.
Note 6. Recently Issued Accounting Standards
In November 2004, the FASB issued SFAS No. 151, "Accounting for Unexpected Production Defects and Waste." SFAS No. 151 requires that "abnormal freight, handling costs, and amounts of wasted materials (spoilage)" should be treated as current-period costs. Under this concept, if the costs associated with the actual level of spoilage or production defects are greater than the costs associated with the range of normal spoilage or defects, the difference should be charged to current-period expense. SFAS No. 151 is effective for annual periods beginning after June 15, 2005. In December 2004, the FASB issued SFAS No. 123R, "Share Based Payment." SFAS No. 123R requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees. SFAS No. 123R is effective for annual periods beginning after June 15, 2005. The adoption of SFAS No. 151 and SFAS No. 123R are not expected to have a material impact on the Company's results of operations and financial condition.
In December 2004, the FASB issued Staff Position FAS 109-1 regarding Income from Domestic Production Activities which was effective immediately. Staff Position FAS 109-1 clarifies SFAS No. 109's guidance that applies to the new deduction for qualified domestic production activities. The staff position clarifies that the deduction should be accounted for as a special deduction under SFAS No. 109. The adoption of Staff Position FAS 109-1 did not have a material impact on the Company's results of operations or financial condition.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
Espey Mfg. & Electronics Corp. (the "Company") located in Saratoga Springs, New York, is engaged principally in the development, design, production and sale of specialized electronic power supplies, a wide variety of transformers and other types of iron-core components, and electronic system components. In some cases, the Company manufactures such products in accordance with pre-developed mechanical and electrical requirements ("build to print"). In other cases, the Company is responsible for both the overall design and manufacture of the product. The Company does not generally manufacture standardized components. The products manufactured by the Company find application principally in (i) shipboard and land based radar, (ii) locomotives, (iii) aircraft, (iv) short and medium range communication systems, (v) navigation systems, and (vi) land based military vehicles.
Business is solicited from large industrial manufacturers and defense companies, the government of the United States and foreign governments and major foreign electronic equipment companies. In certain countries the Company has external sales representatives to help solicit and coordinate foreign contracts. The Company is also on the eligible list of contractors of the United States Department of Defense and generally is automatically solicited by such agencies for procurement needs falling within the major classes of products produced by the Company. In addition, the Company directly solicits bids from the United States Department of Defense for prime contracts.
There is competition in all classes of products manufactured by the Company from divisions of the largest electronic companies, as well as many small companies. The Company's sales do not represent a significant share of the industry's market for any class of its products. The principal methods of competition for electronic products of both a military and industrial nature include, among other factors, price, product performance, the experience of the particular company and history of its dealings in such products. The Company, as well as other companies engaged in supplying equipment for military use, is subject to various risks, including, without limitation, dependence on United States and foreign government appropriations and program allocations, the competition for available military business, and government termination of orders for convenience.
Business Outlook
Management is optimistic about the future of the Company. In the first half of fiscal 2005, the Company received approximately $8.3 million in new orders. These orders include both follow-on production quantities for mature products, and engineering development orders which will enable the Company to utilize its engineering expertise in developing new customer specific products. Some of these products, once developed, will be produced in the Company's manufacturing facility and are expected to provide large production order quantities over several years. These orders are in line with the Company's strategy of getting involved in long-term high quantity military and industrial products.
Management expects to receive several more orders in fiscal 2005. These orders will increase the Company's backlog which is approximately $14.7 million at February 14, 2005. Many potential orders are currently being discussed and negotiated with our customers. Some of these potential orders management expected to receive in the first half of fiscal 2005. The delay in placing these orders may be due to several factors including the war in Iraq. In addition to the backlog, the Company currently has outstanding quotations representing in excess of $47 million in the aggregate for both repeat and new programs. Based on management's communications with customers, the Company expects to receive substantial orders for spare parts on the various types of transmitters already in service, contracts for the further development and manufacture of power supplies and transformers, as well as additional contracts for pre-engineered hardware. We expect these contracts to increase sales substantially in years after fiscal year 2005. The outstanding quotations encompass various new and previously manufactured power supplies, transformers, and subassemblies. However, there can be no assurance that the Company will acquire any or all of the anticipated orders described above, many of which are subject to allocations of the United States defense spending and factors affecting the defense industry and military procurement generally.
Management, along with the Board of Directors, continues to evaluate the need and use of the Company's working capital. Expectations are that the working capital will be required to fund the expected increase in orders over the next several quarters, dividend payments, and general operations of the business. Also, the Mergers and Acquisitions Committee of the Board continues to evaluate potential strategic alternatives on a periodic basis.
As stated in the Company's 10-K filed for the year ended June 30, 2004, the Company anticipates a decrease in sales for fiscal 2005. During fiscal 2004, while net sales increased, new orders received by the Company did not keep pace with backlog relieved. Thus, while the sales backlog of approximately $15.4 million at June 30, 2004 gave the Company a solid base of future sales, the Company continues to anticipate a reduction of sales during fiscal 2005.
Critical Accounting Policies and Estimates
We believe our most critical accounting policies include revenue recognition and estimates to completion.
Revenue recognition and estimation
A significant portion of our business is comprised of development and production contracts. Generally, revenues 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.
Percentage of completion accounting requires judgment relative to expected sales, estimating costs and making assumptions related to technical issues and delivery schedule. Contract costs include material, subcontract costs, labor and an allocation of overhead 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 expected sales and contract costs could be recorded if different assumptions were used, based on changes in circumstances, in the estimation process. When a change in expected sales value or estimated cost is determined, changes are reflected in current period earnings.
Results of Operations
The Company's operating cycle is long-term and includes various types of products and varying delivery schedules. Accordingly, results of a particular period or period-to-period comparison of recorded revenues and income may not be indicative of future operating results. The following comparative analysis should be viewed in this context.
Net sales for the three months ended December 31, 2004 were $4,896,741 as compared to $5,871,675 for the same period in 2003, representing a 16.6% decrease. Net sales for the six months ended December 31, 2004 were $9,627,068 as compared to $10,966,992 for the same period in 2003, representing a 12.2% decrease. The Company's decrease in sales for the three month and six month period ended December 31, 2004 is due primarily to a decrease in radar transmitter component shipments offset partially by an increase in power supply shipments. Generally, the decrease also can be attributed to the overall decrease in the Company's backlog.
The backlog at December 31, 2004 was approximately $14.1 million compared to approximately $17.3 million at December 31, 2003. New orders for the three months ended December 31, 2004 were approximately $3.5 million. New orders for the six-month period ended December 31, 2004 were approximately $8.3 million. Management continues to market the engineering capabilities and products of the Company. Currently, approximately $47 million in quotations are outstanding to various customers of the Company.
The primary factor in determining gross profit and net income is product mix. In any given accounting period, the mix of product shipments between higher margin mature programs and less mature programs and loss contracts, has a significant impact on gross profit and net income. The table below presents the statement of income line items as a percentage of net sales for period-to-period comparison purposes.
3 Months Ended December 31, 6 Months Ended December 31,
2004 2003 2004 2003
------ ------ ------ ------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 84.2% 87.6% 85.2% 85.2%
------ ------ ------ ------
Gross profit 15.8% 12.4% 14.8% 14.8%
Selling, general and administrative expenses 11.9% 11.7% 12.3% 11.3%
------ ------ ------ ------
Operating income 3.9% 0.7% 2.5% 3.6%
Other income (expense)
Interest and dividend income 0.9% 0.3% 0.8% 0.4%
Other 0.1% 0.5% 0.1% 0.3%
------ ------ ------ ------
1.0% 0.7% 0.9% 0.6%
Income before income taxes 4.9% 1.5% 3.4% 4.2%
Provision for income taxes 1.5% 0.4% 1.0% 1.1%
------ ------ ------ ------
Net income 3.4% 1.0% 2.4% 3.1%
====== ====== ====== ======
|
For the three months ended December 31, 2004, gross profit as a percentage of net sales was higher as compared to the three months ended December 31, 2003. The improved gross profit percentage relates to the continued investment by the Company in engineering contracts that result in charges to cost of sales for loss contracts, and lower ESOP contribution expense. The engineering contract charges were less for the three-month period ended December 31, 2004 as compared to the same period ended December 31, 2003. These contracts are expected to improve the operating results of the Company when the engineering phase of these contracts are completed and follow-on production orders are received. Gross profit for the three and six month
periods ended was also positively impacted by a decrease in ESOP contribution expense, which was zero for the three month period ended December 31, 2004, and $107,530 for the three month period ended December 31, 2003. Net income for the same period improved due to the increase in gross profit and reduced selling, general and administrative expenses. For the six months ended December 31, 2004 gross profit as a percentage of net sales remained the same at 14.8% as compared to the six months ended December 31, 2003. The ESOP contribution expense was zero for the six month period ended December 31, 2004 and $215,060 for the six month period ended December 31, 2003. This decrease had a positive impact on gross profit which was offset by lower sales and unfavorable product mix. Net income decreased for the same period due to lower sales, partially offset by lower selling, general and administrative expenses.
The Company has encountered performance problems with one customer due to technical problems associated with a product. Several shipments of hardware have been made to this customer. The customer and the Company are working together to resolve the technical problems and to date the customer has not asserted any liability claims against the Company. Shipments made on this customer specific product were $1,273,824 through December 31, 2004. Shipments to be made for this customer on orders currently included in the Company's backlog at December 31, 2004 are $ 885,926. Management believes the technical issues can be resolved and has added to contract cost estimates to cover the anticipated work necessary to resolve the technical issues.
Management continues to evaluate the Company's workforce to ensure that production and overall execution of the backlog orders and additional anticipated orders are successfully performed. Employment at December 31, 2004 was 171 people compared to 190 people at December 31, 2003.
Selling, general and administrative expenses were $580,538 for the three months ended December 31, 2004, a decrease of $104,056 compared to the three months ended December 31, 2003. Selling, general and administrative expenses were $1,181,217 for the six months ended December 31, 2004, a decrease of $53,180 compared to the six months ended December 31, 2003. The decrease is primarily due to a decrease in administrative salaries and ESOP contribution expense.
Other income for the three months ended December 31, 2004 was $46,768 as compared to $43,439 for the three months ended December 31, 2003. Other income for the six months ended December 31, 2004 increased to $84,854 as compared to $68,043 for the six months ended December 31, 2003. The increase for both periods is due to higher returns on short-term investments and cash equivelents. The Company does not believe there is significant risk associated with its investment policy, since at December 31, 2004 all of the investments are primarily represented by short-term liquid investments including certificates of deposit and money market funds.
The Company estimates its income taxes using an estimated effective tax rate for the annual period. The effective income tax rate at December 31, 2004 and 2003 was 30.0% and 25.8%, respectively. The effective tax rate fluctuates between periods and is less than the statutory tax rate mainly due to the foreign exportation benefit the Company receives on its foreign sales.
Liquidity and Capital Resources
As of December 31, 2004, the Company had working capital of $25.0 million compared to $24.4 million at December 31, 2003. The Company meets its short-term financing needs through cash flow 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:
Six Months Ended December 31,
2004 2003
----------- ---------
Net cash provided by operating activities $ 1,283,818 $ 194,337
Net cash used by investing activities (998,716) (174,924)
Net cash used in financing activities (378,146) (973,909)
|
Net cash provided by operating activities fluctuates between periods primarily as a result of differences in net income, the timing of the collection of accounts receivable, purchase of inventory, level of sales and payment of accounts payable. The change in net cash used by investing activities is due to the purchase of short-term certificates of deposit. The decrease in net cash used in financing activities is due mainly to decreased dividends. The first quarter of fiscal year ended June 30, 2004 included the payment of a special dividend in the amount of $506,357 or $.50 per share.
The Company currently believes that the cash flow generated from operations and when necessary, from cash and cash equivalents, will be sufficient to meet its long-term funding requirements. Management, if necessary, has at its disposal a $3,000,000 line of credit to help fund further growth. For the first half of fiscal 2005 capital expenditures were $230,716.
During the three-month period ended December 31, 2004, 600, and during the six-month period ended December 31, 2004, 800 stock options were exercised under the Company's existing stock option plan. No shares were repurchased during the three-month period ended December 31, 2004. During the six months ended December 31, 2004, the Company repurchased 4,014 shares of its common stock for a total of $90,315. As of December 31, 2004, under existing Board authorizations, approximately $452,251 could be utilized to repurchase the Company's common stock.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This report contains "forward-looking statements" within the meaning 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, supply and manufacturing constraints, potential new orders from customers 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 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is a small business as defined under Security and Exchange Commission rule 12b-2 and therefore files Form 10-Q utilizing the exemption available to small business issuers for Item 305 of Regulation S-K, quantitative and qualitative disclosures about market risk, and therefore does not provide the information for this item.
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.
PART II: Other Information and Signatures
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Securities Repurchased
(a) Securities Sold - For the six-month period ended December 31,
2004, 800 stock options were exercised
under the Company's existing stock option
plan. The securities were sold for cash and
were made without registration under the
Securities Act in reliance upon the
exemption from registration afforded under
Section 4(2) of the Securities Act of 1933.
Proceeds were used for general working
capital purposes.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company's Annual Meeting of Shareholders (the "Annual Meeting") was held on November 12, 2004.
(b) Seymour Saslow was re-elected as a Class B director to serve for a three-year term. Subsequent to the mailing of the Company's proxy statement for the Annual Meeting, William P. Greene, the other Class B director, passed away. Continuing as directors after the Annual Meeting were:
Class A (term expiring 2006): Howard Pinsley
Alvin O. Sabo
Carl Helmetag
Class C (term expiring 2005): Paul J. Corr
Barry Pinsley
Michael W. Wool
|
(c) The following matters were voted upon at the annual meeting:
The election of one Class B director. The votes were cast as follows:
Nominee: Voted For: Voted Against or Withheld: Broker Non-Votes:
------- --------- ------------------------- ----------------
Seymour Saslow 965,050 19,165 9,542
|
Approval of an Amendment to the Company's Certificate of Incorporation, to change the number of members of the Board of Directors from nine to a number not less than three, nor more than nine. The votes were cast as follows:
Shares IN FAVOR 975,014 Shares AGAINST 8,300 ABSTENTIONS 901 Broker NON-VOTES 9,542 |
Ratification of KPMG LLP, as independent auditors for the Corporation for the fiscal year ending June 30, 2005. The votes were cast as follows:
Shares IN FAVOR 982,419
Shares AGAINST 1,066
ABSTENTIONS 730
Broker NON-VOTES 9,542
Item 5. Other Information
None
|
Item 6. Exhibits
3.1 Certificate of Amendment of the Certificate of Incorporation (14th Amendment)
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
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
--------------------------------
Howard Pinsley, President and
Chief Executive Officer
/s/ David O'Neil
--------------------------------
David O'Neil, Treasurer and
Principal Financial Officer
February 14, 2005
-----------------
Date
|
14th Amendment
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION OF
ESPEY MFG. & ELECTRONICS CORP.
Under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is Espey Mfg. & Electronics Corp. (the Corporation"). The name under which the Corporation was formed is "Espey Manufacturing Company, Inc."
(2) The Certificate of Incorporation (as amended, the "Certificate of Incorporation") was filed by the Department of State on July 9, 1928.
(3) Article SEVENTH of the Certificate of Incorporation, as amended by Certificate of Amendment filed by the Department of State on February 14, 1994 now provides that the number of members of the Board of Directors shall consist of nine persons and shall be classified into three classes, each class to consist of three directors.
(4) Article SEVENTH of the Certificate of Incorporation is hereby amended to read as follows:
SEVENTH: The entire Board of Directors shall consist of not fewer than three persons and not more than nine persons, with the actual number to be determined in accordance with the by-laws. The directors shall be divided into three classes, Class A, Class B and Class C, and all classes shall be as nearly equal in number as possible. At each annual meeting, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. The Class A directors at the time of the adoption of this Article SEVENTH, as amended, have a term expiring at the 2006 Annual Meeting. The Class B directors elected at the meeting of the adoption of this Article SEVENTH, as amended, will have a term expiring at the 2007 Annual Meeting. The Class C directors at the time of the adoption of this Article SEVENTH, as amended, have a term expiring at the 2005 Annual Meeting.
(5) This amendment to the Certificate of Incorporation was authorized by unanimous vote of the board of directors and was subsequently authorized by the majority vote of the shareholders entitled to vote thereon.
IN WITNESS WHEREOF, we have hereunto subscribed this Certificate of Amendment this 12th day of November, 2004.
/s/ Peggy A. Murphy /s/ Howard Pinsley -------------------------------- --------------------------------- Peggy A. Murphy, Secretary Howard Pinsley, President |
EXHIBIT 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
I, Howard Pinsley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Espey Mfg. & Electronics Corp. (the "registrant").
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this 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-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 14, 2005
/s/Howard Pinsley
----------------------------------
Howard Pinsley
President and
Chief Executive Officer
|
EXHIBIT 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
I, David O'Neil, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Espey Mfg. & Electronics Corp. (the "registant").
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this 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-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 14, 2005
/s/David A. O'Neil
----------------------------------
David A. O'Neil
Treasurer and Principal Financial Officer
|
EXHIBIT 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
In connection with this quarterly report of Espey Mfg. & Electronics Corp. (the "Company") on Form 10-Q for the period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof, I, Howard Pinsley, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 14, 2005
/s/Howard Pinsley
----------------------------------
Howard Pinsley
President and
Chief Executive Officer
|
EXHIBIT 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
In connection with this quarterly report of Espey Mfg. & Electronics Corp. (the
"Company") on Form 10-Q for the period ended December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof, I, David A. O'Neil,
Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to my knowledge:
1. The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 14, 2005
/s/David A. O'Neil
----------------------------------
David A. O'Neil
Treasurer and Principal Financial Officer
|